Unassociated Document


    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    Depositor

     

    


     

    BARCLAYS
      CAPITAL REAL ESTATE INC. 

    d/b/a
      HOMEQ SERVICING

     

    Servicer

     

    


     

    WELLS
      FARGO BANK, N.A

     

    Servicer

     

    


     

    WELLS
      FARGO BANK, N.A.

     

    Master
      Servicer, Trust Administrator and Custodian

     

    and

     

    


     

    U.S.
      BANK
      NATIONAL ASSOCIATION

     

    Trustee

     

    


     

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of November 1, 2006

     

    


     

    MASTR
      Asset Backed Securities Trust 2006-HE4

    Mortgage
      Pass-Through Certificates

     

    Series
      2006-HE4

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    TABLE
      OF
      CONTENTS

    
      	
              ARTICLE
                I 

            	
              DEFINITIONS

            
	 	 
	
              SECTION
                1.01.

            	
              Defined
                Terms.

            
	
              SECTION
                1.02.

            	
              Allocation
                of Certain Interest Shortfalls.

            
	
              SECTION
                1.03.

            	
              Rights
                of the NIMS Insurer.

            
	 	 
	
              ARTICLE
                II 

            	
              CONVEYANCE
                OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

            
	 	 
	
              SECTION
                2.01.

            	
              Conveyance
                of the Mortgage Loans.

            
	
              SECTION
                2.02.

            	
              Acceptance
                of REMIC I by Trustee.

            
	
              SECTION
                2.03.

            	
              Repurchase
                or Substitution of Mortgage Loans by an Originator or the
                Seller.

            
	
              SECTION
                2.04.

            	
              Reserved.

            
	
              SECTION
                2.05.

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

            
	
              SECTION
                2.06.

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

            
	
              SECTION
                2.07.

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

            
	
              SECTION
                2.08.

            	
              Authorization
                to Enter into Interest Rate Cap Agreement and Interest Rate Swap
                Agreement.

            
	 	 
	
              ARTICLE
                III 

            	
              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

            
	 	 
	
              SECTION
                3.01.

            	
              Servicer
                to Act as Servicer.

            
	
              SECTION
                3.02.

            	
              Sub-Servicing
                Agreements Between Servicer and Sub-Servicers.

            
	
              SECTION
                3.03.

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                3.04.

            	
              Liability
                of the Servicer.

            
	
              SECTION
                3.05.

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

            
	
              SECTION
                3.06.

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

            
	
              SECTION
                3.07.

            	
              Collection
                of Certain Mortgage Loan Payments.

            
	
              SECTION
                3.08.

            	
              Sub-Servicing
                Accounts.

            
	
              SECTION
                3.09.

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

            
	
              SECTION
                3.10.

            	
              Collection
                Account.

            
	
              SECTION
                3.11.

            	
              Withdrawals
                from the Collection Account

            
	
              SECTION
                3.12.

            	
              Investment
                of Funds in the Collection Account.

            
	
              SECTION
                3.13.

            	
              [Reserved].

            
	
              SECTION
                3.14.

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

            
	
              SECTION
                3.15.

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

            
	
              SECTION
                3.16.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            
	
              SECTION
                3.17.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            
	
              SECTION
                3.18.

            	
              Servicing
                Compensation.

            
	
              SECTION
                3.19.

            	
              Reports
                to the Trust Administrator; Collection Account
                Statements.

            
	
              SECTION
                3.20.

            	
              Statement
                as to Compliance.

            
	
              SECTION
                3.21.

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              SECTION
                3.22.

            	
              Access
                to Certain Documentation.

            
	
              SECTION
                3.23.

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.24.

            	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
              SECTION
                3.25.

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

            
	
              SECTION
                3.26.

            	
              Advance
                Facility

            
	
              SECTION
                3.27.

            	
              Solicitations.

            
	 	 
	
              ARTICLE
                IIIA 

            	
              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

            
	 	 
	
              SECTION
                3A.01.

            	
              Master
                Servicer to Act as Master Servicer

            
	
              SECTION
                3A.02.

            	
              [Reserved].

            
	
              SECTION
                3A.03.

            	
              Monitoring
                of Servicer.

            
	
              SECTION
                3A.04.

            	
              Fidelity
                Bond.

            
	
              SECTION
                3A.05.

            	
              Power
                to Act; Procedures.

            
	
              SECTION
                3A.06.

            	
              Due
                on Sale Clauses; Assumption Agreements.

            
	
              SECTION
                3A.07.

            	
              [Reserved].

            
	
              SECTION
                3A.08.

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

            
	
              SECTION
                3A.09.

            	
              Compensation
                for the Master Servicer.

            
	
              SECTION
                3A.10.

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

            
	
              SECTION
                3A.11.

            	
              Distribution
                Account.

            
	
              SECTION
                3A.12.

            	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            
	
              SECTION
                3A.13.

            	
              Late
                Remittance.

            
	 	 
	
              ARTICLE
                IV 

            	
              PAYMENTS
                TO CERTIFICATEHOLDERS

            
	 	 
	
              SECTION
                4.01.

            	
              Distributions.

            
	
              SECTION
                4.02.

            	
              Statements
                to Certificateholders.

            
	
              SECTION
                4.03.

            	
              Remittance
                Reports, Advances.

            
	
              SECTION
                4.04.

            	
              Allocation
                of Realized Losses.

            
	
              SECTION
                4.05.

            	
              Compliance
                with Withholding Requirements.

            
	
              SECTION
                4.06.

            	
              Exchange
                Commission Filings; Additional Information.

            
	
              SECTION
                4.07.

            	
              Net
                WAC Rate Carryover Reserve Account.

            
	
              SECTION
                4.08.

            	
              Swap
                Account.

            
	
              SECTION
                4.09.

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              SECTION
                4.10.

            	
              Cap
                Account.

            
	
              SECTION
                4.11.

            	
              Collateral
                Accounts.

            
	
              SECTION
                4.12.

            	
              Rights
                and Obligations Under the Interest Rate Cap Agreement and the Interest
                Rate Swap Agreement.

            
	 	 
	
              ARTICLE
                V 

            	
              THE
                CERTIFICATES

            
	 	 
	
              SECTION
                5.01.

            	
              The
                Certificates.

            
	
              SECTION
                5.02.

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              SECTION
                5.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              SECTION
                5.04.

            	
              Persons
                Deemed Owners.

            
	
              SECTION
                5.05.

            	
              Certain
                Available Information.

            
	 	 
	
              ARTICLE
                VI 

            	
              THE
                DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER

            
	 	 
	
              SECTION
                6.01.

            	
              Liability
                of the Depositor, the Servicers and the Master
                Servicer.

            
	
              SECTION
                6.02.

            	
              Merger
                or Consolidation of the Depositor, the Servicers or the Master
                Servicer.

            
	
              SECTION
                6.03.

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

            
	
              SECTION
                6.04.

            	
              Limitation
                on Resignation of a Servicer; Assignment of Master
                Servicing.

            
	
              SECTION
                6.05.

            	
              Successor
                Master Servicer.

            
	
              SECTION
                6.06.

            	
              Rights
                of the Depositor in Respect of the Servicers.

            
	
              SECTION
                6.07.

            	
              [Reserved].

            
	
              SECTION
                6.08.

            	
              Duties
                of the Credit Risk Manager.

            
	
              SECTION
                6.09.

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            
	
              SECTION
                6.10.

            	
              Removal
                of the Credit Risk Manager.

            
	 	 
	
              ARTICLE
                VII 

            	
              DEFAULT

            
	 	 
	
              SECTION
                7.01.

            	
              Servicer
                Events of Default and Master Servicer Events of
                Termination.

            
	
              SECTION
                7.02.

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

            
	
              SECTION
                7.03.

            	
              Trustee
                to Act; Appointment of Successor Master Servicer.

            
	
              SECTION
                7.04.

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.05.

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

            
	
              SECTION
                7.06.

            	
              Survivability
                of Servicer and Master Servicer Liabilities.

            
	 	 
	
              ARTICLE
                VIII 

            	
              CONCERNING
                THE TRUSTEE AND THE TRUST ADMINISTRATOR

            
	 	 
	
              SECTION
                8.01.

            	
              Duties
                of Trustee and Trust Administrator.

            
	
              SECTION
                8.02.

            	
              Certain
                Matters Affecting the Trustee and the Trust
                Administrator

            
	
              SECTION
                8.03.

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

            
	
              SECTION
                8.04.

            	
              Trustee
                and Trust Administrator May Own Certificates.

            
	
              SECTION
                8.05.

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

            
	
              SECTION
                8.06.

            	
              Eligibility
                Requirements for Trustee and Trust Administrator.

            
	
              SECTION
                8.07.

            	
              Resignation
                and Removal of the Trustee or Trust Administrator.

            
	
              SECTION
                8.08.

            	
              Successor
                Trustee or Trust Administrator.

            
	
              SECTION
                8.09.

            	
              Merger
                or Consolidation of Trustee or Trust Administrator.

            
	
              SECTION
                8.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              SECTION
                8.11.

            	
              Appointment
                of Office or Agency; Appointment of Custodian.

            
	
              SECTION
                8.12.

            	
              Representations
                and Warranties.

            
	 	 
	
              ARTICLE
                IX 

            	
              TERMINATION

            
	 	 
	
              SECTION
                9.01.

            	
              Termination
                Upon Repurchase or Liquidation of All Mortgage Loans.

            
	
              SECTION
                9.02.

            	
              Additional
                Termination Requirements.

            
	 	 
	
              ARTICLE
                X 

            	
              REMIC
                PROVISIONS

            
	 	 
	
              SECTION
                10.01.

            	
              REMIC
                Administration.

            
	
              SECTION
                10.02.

            	
              Prohibited
                Transactions and Activities.

            
	
              SECTION
                10.03.

            	
              Servicer,
                Master Servicer and Trustee Indemnification.

            
	 	 
	
              ARTICLE
                XI 

            	
              MISCELLANEOUS
                PROVISIONS

            
	 	 
	
              SECTION
                11.01.

            	
              Amendment.

            
	
              SECTION
                11.02.

            	
              Recordation
                of Agreement; Counterparts.

            
	
              SECTION
                11.03.

            	
              Limitation
                on Rights of Certificateholders.

            
	
              SECTION
                11.04.

            	
              Governing
                Law.

            
	
              SECTION
                11.05.

            	
              Notices.

            
	
              SECTION
                11.06.

            	
              Severability
                of Provisions.

            
	
              SECTION
                11.07.

            	
              Notice
                to Rating Agencies and the NIMS Insurer.

            
	
              SECTION
                11.08.

            	
              Article
                and Section References.

            
	
              SECTION
                11.09.

            	
              Grant
                of Security Interest.

            
	
              SECTION
                11.10.

            	
              Third
                Party Rights.

            
	
              SECTION
                11.11.

            	
              Intention
                of the Parties and Interpretation.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Exhibits

            	 
	 	 
	
              Exhibit
                A-1

            	
              Form
                of Class A-1 Certificate

            
	
              Exhibit
                A-2

            	
              Form
                of Class A-2 Certificate

            
	
              Exhibit
                A-3

            	
              Form
                of Class A-3 Certificate

            
	
              Exhibit
                A-4

            	
              Form
                of Class A-4 Certificate

            
	
              Exhibit
                A-5

            	
              Form
                of Class M-1 Certificate

            
	
              Exhibit
                A-6

            	
              Form
                of Class M-2 Certificate

            
	
              Exhibit
                A-7

            	
              Form
                of Class M-3 Certificate

            
	
              Exhibit
                A-8

            	
              Form
                of Class M-4 Certificate

            
	
              Exhibit
                A-9

            	
              Form
                of Class M-5 Certificate

            
	
              Exhibit
                A-10

            	
              Form
                of Class M-6 Certificate

            
	
              Exhibit
                A-11

            	
              Form
                of Class M-7 Certificate

            
	
              Exhibit
                A-12

            	
              Form
                of Class M-8 Certificate

            
	
              Exhibit
                A-13

            	
              Form
                of Class M-9 Certificate

            
	
              Exhibit
                A-14

            	
              Form
                of Class M-10 Certificate

            
	
              Exhibit
                A-15

            	
              Form
                of Class M-11 Certificate

            
	
              Exhibit
                A-16

            	
              Form
                of Class CE Certificate

            
	
              Exhibit
                A-17

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-18

            	
              Form
                of Class R Certificate

            
	
              Exhibit
                A-19

            	
              Form
                of Class R-X Certificate

            
	
              Exhibit
                B

            	
              [Reserved]

            
	
              Exhibit
                C-1

            	
              Form
                of Initial Certification

            
	
              Exhibit
                C-2

            	
              Form
                of Final Certification

            
	
              Exhibit
                C-3

            	
              Form
                of Receipt of Mortgage Notes

            
	
              Exhibit
                D

            	
              Forms
                of Assignment Agreements

            
	
              Exhibit
                E

            	
              Request
                for Release

            
	
              Exhibit
                F-1

            	
              Form
                of Transferor Representation Letter and Form of Transferee
                Representation

            
	 	
              Letter
                in Connection with Transfer of the Private Certificates Pursuant
                to Rule
                144A Under the 1933 Act

            
	
              Exhibit
                F-2

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

            
	
              Exhibit
                G

            	
              Form
                of Certification with respect to ERISA and the Code

            
	
              Exhibit
                H

            	
              Form
                of Report Pursuant to Section 4.06

            
	
              Exhibit
                I

            	
              Form
                of Lost Note Affidavit

            
	
              Exhibit
                J-1

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

            
	
              Exhibit
                J-2

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

            
	
              Exhibit
                K

            	
              Form
                of Interest Rate Cap Agreement

            
	
              Exhibit
                L

            	
              Annual
                Statement of Compliance pursuant to Section 3.20 

            
	
              Exhibit
                M

            	
              Form
                of Interest Rate Swap Agreement

            
	
              Exhibit
                N

            	
              Form
                of Swap Administration Agreement

            
	
              Exhibit
                O

            	
              Servicing
                Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
                P

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

            
	
              Exhibit
                Q

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                R-1

            	
              Form
                of Delinquency Report

            
	
              Exhibit
                R-2

            	
              Form
                of Monthly Remittance Advice

            
	
              Exhibit
                R-3

            	
              Form
                of Realized Loss Report

            
	 	 
	 	 
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	
              Prepayment
                Charge Schedule

            


    

    


    


    
      
        

          This
            Pooling and Servicing Agreement, is dated and effective as of November
            1, 2006
            among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. as Depositor,
            BARCLAYS
            CAPITAL REAL ESTATE INC. d/b/a HOMEQ SERVICING, as a Servicer, WELLS
            FARGO BANK,
            N.A., as a Servicer, WELLS FARGO BANK, N.A. as Master Servicer, Trust
            Administrator and Custodian and U.S. BANK NATIONAL ASSOCIATION as
            Trustee.

           

          PRELIMINARY
            STATEMENT:

           

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

           

          REMIC
            I

           

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

           

          
            	
                     

                    Designation

                  	
                    REMIC
                      1

                    Remittance
                      Rate(2)

                  	
                    Initial

                    Uncertificated
                      Balance

                  	
                    Latest
                      Possible

                    Maturity
                      Date(1)

                  
	
                    I

                  	
                    Variable

                  	
                    $

                  	
                    1,692.36

                  	
                    November
                      2036

                  
	
                    I-1-A

                  	
                    Variable

                  	
                    $

                  	
                    3,572,500.00

                  	
                    November
                      2036

                  
	
                    I-1-B

                  	
                    Variable

                  	
                    $

                  	
                    3,572,500.00

                  	
                    November
                      2036

                  
	
                    I-2-A

                  	
                    Variable

                  	
                    $

                  	
                    4,547,000.00

                  	
                    November
                      2036

                  
	
                    I-2-B

                  	
                    Variable

                  	
                    $

                  	
                    4,547,000.00

                  	
                    November
                      2036

                  
	
                    I-3-A

                  	
                    Variable

                  	
                    $

                  	
                    5,519,000.00

                  	
                    November
                      2036

                  
	
                    I-3-B

                  	
                    Variable

                  	
                    $

                  	
                    5,519,000.00

                  	
                    November
                      2036

                  
	
                    I-4-A

                  	
                    Variable

                  	
                    $

                  	
                    6,480,000.00

                  	
                    November
                      2036

                  
	
                    I-4-B

                  	
                    Variable

                  	
                    $

                  	
                    6,480,000.00

                  	
                    November
                      2036

                  
	
                    I-5-A

                  	
                    Variable

                  	
                    $

                  	
                    7,421,500.00

                  	
                    November
                      2036

                  
	
                    I-5-B

                  	
                    Variable

                  	
                    $

                  	
                    7,421,500.00

                  	
                    November
                      2036

                  
	
                    I-6-A

                  	
                    Variable

                  	
                    $

                  	
                    8,332,500.00

                  	
                    November
                      2036

                  
	
                    I-6-B

                  	
                    Variable

                  	
                    $

                  	
                    8,332,500.00

                  	
                    November
                      2036

                  
	
                    I-7-A

                  	
                    Variable

                  	
                    $

                  	
                    9,205,000.00

                  	
                    November
                      2036

                  
	
                    I-7-B

                  	
                    Variable

                  	
                    $

                  	
                    9,205,000.00

                  	
                    November
                      2036

                  
	
                    I-8-A

                  	
                    Variable

                  	
                    $

                  	
                    10,027,000.00

                  	
                    November
                      2036

                  
	
                    I-8-B

                  	
                    Variable

                  	
                    $

                  	
                    10,027,000.00

                  	
                    November
                      2036

                  
	
                    I-9-A

                  	
                    Variable

                  	
                    $

                  	
                    10,788,000.00

                  	
                    November
                      2036

                  
	
                    I-9-B

                  	
                    Variable

                  	
                    $

                  	
                    10,788,000.00

                  	
                    November
                      2036

                  
	
                    I-10-A

                  	
                    Variable

                  	
                    $

                  	
                    10,795,000.00

                  	
                    November
                      2036

                  
	
                    I-10-B

                  	
                    Variable

                  	
                    $

                  	
                    10,795,000.00

                  	
                    November
                      2036

                  
	
                    I-11-A

                  	
                    Variable

                  	
                    $

                  	
                    10,291,500.00

                  	
                    November
                      2036

                  
	
                    I-11-B

                  	
                    Variable

                  	
                    $

                  	
                    10,291,500.00

                  	
                    November
                      2036

                  
	
                    I-12-A

                  	
                    Variable

                  	
                    $

                  	
                    9,811,500.00

                  	
                    November
                      2036

                  
	
                    I-12-B

                  	
                    Variable

                  	
                    $

                  	
                    9,811,500.00

                  	
                    November
                      2036

                  
	
                    I-13-A

                  	
                    Variable

                  	
                    $

                  	
                    9,354,000.00

                  	
                    November
                      2036

                  
	
                    I-13-B

                  	
                    Variable

                  	
                    $

                  	
                    9,354,000.00

                  	
                    November
                      2036

                  
	
                    I-14-A

                  	
                    Variable

                  	
                    $

                  	
                    8,918,500.00

                  	
                    November
                      2036

                  
	
                    I-14-B

                  	
                    Variable

                  	
                    $

                  	
                    8,918,500.00

                  	
                    November
                      2036

                  
	
                    I-15-A

                  	
                    Variable

                  	
                    $

                  	
                    8,503,000.00

                  	
                    November
                      2036

                  
	
                    I-15-B

                  	
                    Variable

                  	
                    $

                  	
                    8,503,000.00

                  	
                    November
                      2036

                  
	
                    I-16-A

                  	
                    Variable

                  	
                    $

                  	
                    8,107,000.00

                  	
                    November
                      2036

                  
	
                    I-16-B

                  	
                    Variable

                  	
                    $

                  	
                    8,107,000.00

                  	
                    November
                      2036

                  
	
                    I-17-A

                  	
                    Variable

                  	
                    $

                  	
                    7,730,000.00

                  	
                    November
                      2036

                  
	
                    I-17-B

                  	
                    Variable

                  	
                    $

                  	
                    7,730,000.00

                  	
                    November
                      2036

                  
	
                    I-18-A

                  	
                    Variable

                  	
                    $

                  	
                    7,370,500.00

                  	
                    November
                      2036

                  
	
                    I-18-B

                  	
                    Variable

                  	
                    $

                  	
                    7,370,500.00

                  	
                    November
                      2036

                  
	
                    I-19-A

                  	
                    Variable

                  	
                    $

                  	
                    7,028,500.00

                  	
                    November
                      2036

                  
	
                    I-19-B

                  	
                    Variable

                  	
                    $

                  	
                    7,028,500.00

                  	
                    November
                      2036

                  
	
                    I-20-A

                  	
                    Variable

                  	
                    $

                  	
                    8,989,500.00

                  	
                    November
                      2036

                  
	
                    I-20-B

                  	
                    Variable

                  	
                    $

                  	
                    8,989,500.00

                  	
                    November
                      2036

                  
	
                    I-21-A

                  	
                    Variable

                  	
                    $

                  	
                    10,490,000.00

                  	
                    November
                      2036

                  
	
                    I-21-B

                  	
                    Variable

                  	
                    $

                  	
                    10,490,000.00

                  	
                    November
                      2036

                  
	
                    I-22-A

                  	
                    Variable

                  	
                    $

                  	
                    9,528,000.00

                  	
                    November
                      2036

                  
	
                    I-22-B

                  	
                    Variable

                  	
                    $

                  	
                    9,528,000.00

                  	
                    November
                      2036

                  
	
                    I-23-A

                  	
                    Variable

                  	
                    $

                  	
                    8,663,000.00

                  	
                    November
                      2036

                  
	
                    I-23-B

                  	
                    Variable

                  	
                    $

                  	
                    8,663,000.00

                  	
                    November
                      2036

                  
	
                    I-24-A

                  	
                    Variable

                  	
                    $

                  	
                    7,890,500.00

                  	
                    November
                      2036

                  
	
                    I-24-B

                  	
                    Variable

                  	
                    $

                  	
                    7,890,500.00

                  	
                    November
                      2036

                  
	
                    I-25-A

                  	
                    Variable

                  	
                    $

                  	
                    6,157,000.00

                  	
                    November
                      2036

                  
	
                    I-25-B

                  	
                    Variable

                  	
                    $

                  	
                    6,157,000.00

                  	
                    November
                      2036

                  
	
                    I-26-A

                  	
                    Variable

                  	
                    $

                  	
                    4,719,500.00

                  	
                    November
                      2036

                  
	
                    I-26-B

                  	
                    Variable

                  	
                    $

                  	
                    4,719,500.00

                  	
                    November
                      2036

                  
	
                    I-27-A

                  	
                    Variable

                  	
                    $

                  	
                    4,475,000.00

                  	
                    November
                      2036

                  
	
                    I-27-B

                  	
                    Variable

                  	
                    $

                  	
                    4,475,000.00

                  	
                    November
                      2036

                  
	
                    I-28-A

                  	
                    Variable

                  	
                    $

                  	
                    4,242,500.00

                  	
                    November
                      2036

                  
	
                    I-28-B

                  	
                    Variable

                  	
                    $

                  	
                    4,242,500.00

                  	
                    November
                      2036

                  
	
                    I-29-A

                  	
                    Variable

                  	
                    $

                  	
                    4,022,000.00

                  	
                    November
                      2036

                  
	
                    I-29-B

                  	
                    Variable

                  	
                    $

                  	
                    4,022,000.00

                  	
                    November
                      2036

                  
	
                    I-30-A

                  	
                    Variable

                  	
                    $

                  	
                    3,815,000.00

                  	
                    November
                      2036

                  
	
                    I-30-B

                  	
                    Variable

                  	
                    $

                  	
                    3,815,000.00

                  	
                    November
                      2036

                  
	
                    I-31-A

                  	
                    Variable

                  	
                    $

                  	
                    3,628,500.00

                  	
                    November
                      2036

                  
	
                    I-31-B

                  	
                    Variable

                  	
                    $

                  	
                    3,628,500.00

                  	
                    November
                      2036

                  
	
                    I-32-A

                  	
                    Variable

                  	
                    $

                  	
                    4,103,000.00

                  	
                    November
                      2036

                  
	
                    I-32-B

                  	
                    Variable

                  	
                    $

                  	
                    4,103,000.00

                  	
                    November
                      2036

                  
	
                    I-33-A

                  	
                    Variable

                  	
                    $

                  	
                    4,336,500.00

                  	
                    November
                      2036

                  
	
                    I-33-B

                  	
                    Variable

                  	
                    $

                  	
                    4,336,500.00

                  	
                    November
                      2036

                  
	
                    I-34-A

                  	
                    Variable

                  	
                    $

                  	
                    3,992,000.00

                  	
                    November
                      2036

                  
	
                    I-34-B

                  	
                    Variable

                  	
                    $

                  	
                    3,992,000.00

                  	
                    November
                      2036

                  
	
                    I-35-A

                  	
                    Variable

                  	
                    $

                  	
                    3,681,000.00

                  	
                    November
                      2036

                  
	
                    I-35-B

                  	
                    Variable

                  	
                    $

                  	
                    3,681,000.00

                  	
                    November
                      2036

                  
	
                    I-36-A

                  	
                    Variable

                  	
                    $

                  	
                    3,394,000.00

                  	
                    November
                      2036

                  
	
                    I-36-B

                  	
                    Variable

                  	
                    $

                  	
                    3,394,000.00

                  	
                    November
                      2036

                  
	
                    I-37-A

                  	
                    Variable

                  	
                    $

                  	
                    2,837,500.00

                  	
                    November
                      2036

                  
	
                    I-37-B

                  	
                    Variable

                  	
                    $

                  	
                    2,837,500.00

                  	
                    November
                      2036

                  
	
                    I-38-A

                  	
                    Variable

                  	
                    $

                  	
                    2,420,000.00

                  	
                    November
                      2036

                  
	
                    I-38-B

                  	
                    Variable

                  	
                    $

                  	
                    2,420,000.00

                  	
                    November
                      2036

                  
	
                    I-39-A

                  	
                    Variable

                  	
                    $

                  	
                    2,289,500.00

                  	
                    November
                      2036

                  
	
                    I-39-B

                  	
                    Variable

                  	
                    $

                  	
                    2,289,500.00

                  	
                    November
                      2036

                  
	
                    I-40-A

                  	
                    Variable

                  	
                    $

                  	
                    2,167,000.00

                  	
                    November
                      2036

                  
	
                    I-40-B

                  	
                    Variable

                  	
                    $

                  	
                    2,167,000.00

                  	
                    November
                      2036

                  
	
                    I-41-A

                  	
                    Variable

                  	
                    $

                  	
                    2,050,500.00

                  	
                    November
                      2036

                  
	
                    I-41-B

                  	
                    Variable

                  	
                    $

                  	
                    2,050,500.00

                  	
                    November
                      2036

                  
	
                    I-42-A

                  	
                    Variable

                  	
                    $

                  	
                    1,941,000.00

                  	
                    November
                      2036

                  
	
                    I-42-B

                  	
                    Variable

                  	
                    $

                  	
                    1,941,000.00

                  	
                    November
                      2036

                  
	
                    I-43-A

                  	
                    Variable

                  	
                    $

                  	
                    1,838,000.00

                  	
                    November
                      2036

                  
	
                    I-43-B

                  	
                    Variable

                  	
                    $

                  	
                    1,838,000.00

                  	
                    November
                      2036

                  
	
                    I-44-A

                  	
                    Variable

                  	
                    $

                  	
                    1,741,000.00

                  	
                    November
                      2036

                  
	
                    I-44-B

                  	
                    Variable

                  	
                    $

                  	
                    1,741,000.00

                  	
                    November
                      2036

                  
	
                    I-45-A

                  	
                    Variable

                  	
                    $

                  	
                    1,648,000.00

                  	
                    November
                      2036

                  
	
                    I-45-B

                  	
                    Variable

                  	
                    $

                  	
                    1,648,000.00

                  	
                    November
                      2036

                  
	
                    I-46-A

                  	
                    Variable

                  	
                    $

                  	
                    1,561,500.00

                  	
                    November
                      2036

                  
	
                    I-46-B

                  	
                    Variable

                  	
                    $

                  	
                    1,561,500.00

                  	
                    November
                      2036

                  
	
                    I-47-A

                  	
                    Variable

                  	
                    $

                  	
                    1,479,000.00

                  	
                    November
                      2036

                  
	
                    I-47-B

                  	
                    Variable

                  	
                    $

                  	
                    1,479,000.00

                  	
                    November
                      2036

                  
	
                    I-48-A

                  	
                    Variable

                  	
                    $

                  	
                    1,401,500.00

                  	
                    November
                      2036

                  
	
                    I-48-B

                  	
                    Variable

                  	
                    $

                  	
                    1,401,500.00

                  	
                    November
                      2036

                  
	
                    I-49-A

                  	
                    Variable

                  	
                    $

                  	
                    1,328,000.00

                  	
                    November
                      2036

                  
	
                    I-49-B

                  	
                    Variable

                  	
                    $

                  	
                    1,328,000.00

                  	
                    November
                      2036

                  
	
                    I-50-A

                  	
                    Variable

                  	
                    $

                  	
                    1,258,500.00

                  	
                    November
                      2036

                  
	
                    I-50-B

                  	
                    Variable

                  	
                    $

                  	
                    1,258,500.00

                  	
                    November
                      2036

                  
	
                    I-51-A

                  	
                    Variable

                  	
                    $

                  	
                    1,193,000.00

                  	
                    November
                      2036

                  
	
                    I-51-B

                  	
                    Variable

                  	
                    $

                  	
                    1,193,000.00

                  	
                    November
                      2036

                  
	
                    I-52-A

                  	
                    Variable

                  	
                    $

                  	
                    1,131,500.00

                  	
                    November
                      2036

                  
	
                    I-52-B

                  	
                    Variable

                  	
                    $

                  	
                    1,131,500.00

                  	
                    November
                      2036

                  
	
                    I-53-A

                  	
                    Variable

                  	
                    $

                  	
                    1,072,500.00

                  	
                    November
                      2036

                  
	
                    I-53-B

                  	
                    Variable

                  	
                    $

                  	
                    1,072,500.00

                  	
                    November
                      2036

                  
	
                    I-54-A

                  	
                    Variable

                  	
                    $

                  	
                    1,017,000.00

                  	
                    November
                      2036

                  
	
                    I-54-B

                  	
                    Variable

                  	
                    $

                  	
                    1,017,000.00

                  	
                    November
                      2036

                  
	
                    I-55-A

                  	
                    Variable

                  	
                    $

                  	
                    964,500.00

                  	
                    November
                      2036

                  
	
                    I-55-B

                  	
                    Variable

                  	
                    $

                  	
                    964,500.00

                  	
                    November
                      2036

                  
	
                    I-56-A

                  	
                    Variable

                  	
                    $

                  	
                    915,500.00

                  	
                    November
                      2036

                  
	
                    I-56-B

                  	
                    Variable

                  	
                    $

                  	
                    915,500.00

                  	
                    November
                      2036

                  
	
                    I-57-A

                  	
                    Variable

                  	
                    $

                  	
                    868,500.00

                  	
                    November
                      2036

                  
	
                    I-57-B

                  	
                    Variable

                  	
                    $

                  	
                    868,500.00

                  	
                    November
                      2036

                  
	
                    I-58-A

                  	
                    Variable

                  	
                    $

                  	
                    824,500.00

                  	
                    November
                      2036

                  
	
                    I-58-B

                  	
                    Variable

                  	
                    $

                  	
                    824,500.00

                  	
                    November
                      2036

                  
	
                    I-59-A

                  	
                    Variable

                  	
                    $

                  	
                    783,500.00

                  	
                    November
                      2036

                  
	
                    I-59-B

                  	
                    Variable

                  	
                    $

                  	
                    783,500.00

                  	
                    November
                      2036

                  
	
                    I-60-A

                  	
                    Variable

                  	
                    $

                  	
                    15,658,500.00

                  	
                    November
                      2036

                  
	
                    I-60-B

                  	
                    Variable

                  	
                    $

                  	
                    15,658,500.00

                  	
                    November
                      2036

                  
	
                    P

                  	
                    Variable

                  	
                    $

                  	
                    100.00

                  	
                    November
                      2036

                  


          

          ________________

          
            	
                    (1)

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

                  
	
                    (2)

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

                  


          

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          REMIC
            II

           

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

           

          
            	
                    Designation

                  	
                    REMIC
                      II

                    Remittance
                      Rate

                  	
                    Initial

                    Uncertificated
                      Balance

                  	
                    Latest
                      Possible

                    Maturity
                      Date(1)

                  
	
                    II-LTAA

                  	
                    Variable(2)

                  	
                    $

                  	
                    588,626,898.51

                  	
                    November
                      2036

                  
	
                    II-LTA1

                  	
                    Variable(2)

                  	
                    $

                  	
                    2,477,000.00

                  	
                    November
                      2036

                  
	
                    II-LTA2

                  	
                    Variable(2)

                  	
                    $

                  	
                    640,000.00

                  	
                    November
                      2036

                  
	
                    II-LTA3

                  	
                    Variable(2)

                  	
                    $

                  	
                    1,155,000.00

                  	
                    November
                      2036

                  
	
                    II-LTA4

                  	
                    Variable(2)

                  	
                    $

                  	
                    488,070.00

                  	
                    November
                      2036

                  
	
                    II-LTM1

                  	
                    Variable(2)

                  	
                    $

                  	
                    219,230.00

                  	
                    November
                      2036

                  
	
                    II-LTM2

                  	
                    Variable(2)

                  	
                    $

                  	
                    207,220.00

                  	
                    November
                      2036

                  
	
                    II-LTM3

                  	
                    Variable(2)

                  	
                    $

                  	
                    117,120.00

                  	
                    November
                      2036

                  
	
                    II-LTM4

                  	
                    Variable(2)

                  	
                    $

                  	
                    108,110.00

                  	
                    November
                      2036

                  
	
                    II-LTM5

                  	
                    Variable(2)

                  	
                    $

                  	
                    99,100.00

                  	
                    November
                      2036

                  
	
                    II-LTM6

                  	
                    Variable(2)

                  	
                    $

                  	
                    93,090.00

                  	
                    November
                      2036

                  
	
                    II-LTM7

                  	
                    Variable(2)

                  	
                    $

                  	
                    87,090.00

                  	
                    November
                      2036

                  
	
                    II-LTM8

                  	
                    Variable(2)

                  	
                    $

                  	
                    78,080.00

                  	
                    November
                      2036

                  
	
                    II-LTM9

                  	
                    Variable(2)

                  	
                    $

                  	
                    45,040.00

                  	
                    November
                      2036

                  
	
                    II-LTM10

                  	
                    Variable(2)

                  	
                    $

                  	
                    45,040.00

                  	
                    November
                      2036

                  
	
                    II-LTM11

                  	
                    Variable(2)

                  	
                    $

                  	
                    60,060.00

                  	
                    November
                      2036

                  
	
                    II-LTZZ

                  	
                    Variable(2)

                  	
                    $

                  	
                    6,093,543.85

                  	
                    November
                      2036

                  
	
                    II-LTP

                  	
                    Variable(2)

                  	
                    $

                  	
                    100.00

                  	
                    November
                      2036

                  
	
                    II-LTIO

                  	
                    Variable(2)

                  	 	
                    N/A(3)

                  	
                    November
                      2036

                  


          

          ________________

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

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

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

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          REMIC
            III

           

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

           

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

           

          
            	
                    Designation

                  	
                    Pass-Through
                      Rate

                  	
                    Initial
                      Aggregate

                    Certificate
                      Principal Balance

                  	
                    Latest
                      Possible

                    Maturity
                      Date(1)

                  
	
                    Class
                      A-1

                  	
                    Variable(2)

                  	
                    $

                  	
                    247,700,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      A-2

                  	
                    Variable(2)

                  	
                    $

                  	
                    64,000,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      A-3

                  	
                    Variable(2)

                  	
                    $

                  	
                    115,500,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      A-4

                  	
                    Variable(2)

                  	
                    $

                  	
                    48,807,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-1

                  	
                    Variable(2)

                  	
                    $

                  	
                    21,923,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-2

                  	
                    Variable(2)

                  	
                    $

                  	
                    20,722,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-3

                  	
                    Variable(2)

                  	
                    $

                  	
                    11,712,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-4

                  	
                    Variable(2)

                  	
                    $

                  	
                    10,811,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-5

                  	
                    Variable(2)

                  	
                    $

                  	
                    9,910,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-6

                  	
                    Variable(2)

                  	
                    $

                  	
                    9,309,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-7

                  	
                    Variable(2)

                  	
                    $

                  	
                    8,709,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-8

                  	
                    Variable(2)

                  	
                    $

                  	
                    7,808,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-9

                  	
                    Variable(2)

                  	
                    $

                  	
                    4,504,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-10

                  	
                    Variable(2)

                  	
                    $

                  	
                    4,504,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      M-11

                  	
                    Variable(2)

                  	
                    $

                  	
                    6,006,000.00

                  	
                    November
                      2036

                  
	
                    Class
                      CE Interest

                  	
                    Variable(3)

                  	
                    $

                  	
                    8,714,692.36

                  	
                    November
                      2036

                  
	
                    Class
                      P Interest

                  	
                    N/A(4)

                  	
                    $

                  	
                    100.00

                  	
                    November
                      2036

                  
	
                    Class
                      Swap-IO Interest

                  	
                    N/A(5)

                  	 	
                    N/A

                  	
                    November
                      2036

                  


          

          _______________

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

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

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

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

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


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          REMIC
            IV

           

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

           

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

           

          
            	
                    Class
                      Designation

                  	
                    Pass-Through
                      Rate

                  	
                    Initial
                      Aggregate

                    Certificate
                      Principal Balance

                  	
                    Latest
                      Possible

                    Maturity
                      Date(1)

                  
	
                    Class
                      CE Certificates

                  	
                    Variable(2)

                  	
                    $8,714,692.36

                  	
                    November
                      2036

                  


          

          _______________

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

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


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          REMIC
            V

           

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

           

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

           

          
            	
                    Class
                      Designation

                  	
                    Pass-Through
                      Rate

                  	
                    Initial
                      Aggregate

                    Certificate
                      Principal Balance

                  	
                    Latest
                      Possible

                    Maturity
                      Date(1)

                  
	
                    Class
                      P Certificates

                  	
                    Variable(2)

                  	
                    $100.00

                  	
                    November
                      2036

                  


          

          _______________

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

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

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          REMIC
            VI

           

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

           

          
            	
                    Designation

                  	 	
                    Pass-Through
                      Rate

                  	
                     

                  	
                    Initial
                      Aggregate

                    Certificate
                      Principal Balance

                  	 	
                    Latest
                      Possible

                    Maturity
                      Date(1)

                  	 
	
                    SWAP-IO

                  	 	
                    Variable(2)

                  	 	
                    N/A

                  	 	
                    November
                      2036

                  	 


          

          ________________

          
            	
                    (1)  
                      

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

                  
	
                    (2)

                  	
                    REMIC
                      IV Regular Interest Swap-IO will receive 100% of amounts received
                      in
                      respect of the Class SWAP-IO Interest.

                  


          

          


          As
            of the
            Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance
            equal
            to $600,639,792.36.

           

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

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          

            ARTICLE
              I  

             

            DEFINITIONS

             

            	SECTION
                    1.01.  	
                    Defined
                      Terms.

                  


             

          

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

           

          “10-K
            Filing Deadline”: The meaning set forth in Section 4.06(a)(iv).

           

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

           

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

           

          “Additional
            Disclosure”: The meaning set forth in Section 4.06(a)(v).

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Advance
            Facility”: As defined in Section 3.26 hereof.

           

          “Advancing
            Person”: As defined in Section 3.26 hereof.

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Assignment
            Agreement”: Each Assignment and Recognition Agreement, dated November 30, 2006,
            among the Depositor, the Seller and the related Originator, forms of
            which are
            attached hereto as Exhibit D, pursuant to which the Seller assigns its
            rights
            under the related Originator Master Agreement to the Depositor.

           

          “Attestation
            Report”: As defined in Section 3.21.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Certificate”:
            Any one of the Mortgage Pass-Through Certificates, Series 2006-HE4, Class
            A-1,
            Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class
            M-4,
            Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class
            M-11,
            Class CE, Class P, Class R or Class R-X, issued under this
            Agreement.

           

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

           

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

           

          

            
              	
                      Class

                    	
                      REMIC
                        II Regular Interest

                    	
                      Certificate
                        Margin

                    
	
                      (1)
                        (%)

                    	
                      (2)
                        (%)

                    
	
                      A-1

                    	
                      II-LTA1

                    	
                      0.050

                    	
                      0.100

                    
	
                      A-2

                    	
                      II-LTA2

                    	
                      0.110

                    	
                      0.220

                    
	
                      A-3

                    	
                      II-LTA3

                    	
                      0.150

                    	
                      0.300

                    
	
                      A-4

                    	
                      II-LTA4

                    	
                      0.210

                    	
                      0.420

                    
	
                      M-1

                    	
                      II-LTM1

                    	
                      0.220

                    	
                      0.330

                    
	
                      M-2

                    	
                      II-LTM2

                    	
                      0.280

                    	
                      0.420

                    
	
                      M-3

                    	
                      II-LTM3

                    	
                      0.320

                    	
                      0.480

                    
	
                      M-4

                    	
                      II-LTM4

                    	
                      0.370

                    	
                      0.555

                    
	
                      M-5

                    	
                      II-LTM5

                    	
                      0.400

                    	
                      0.600

                    
	
                      M-6

                    	
                      II-LTM6

                    	
                      0.470

                    	
                      0.705

                    
	
                      M-7

                    	
                      II-LTM7

                    	
                      0.880

                    	
                      1.320

                    
	
                      M-8

                    	
                      II-LTM8

                    	
                      1.500

                    	
                      2.250

                    
	
                      M-9

                    	
                      II-LTM9

                    	
                      2.500

                    	
                      3.750

                    
	
                      M-10

                    	
                      II-LTM10

                    	
                      2.500

                    	
                      3.750

                    
	
                      M-11

                    	
                      II-LTM11

                    	
                      2.500

                    	
                      3.750

                    


            

          

          __________

          
            	
                    (1)

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

                  
	
                    (2)

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

                  


          

          


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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Class
            M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
            excess of (x) the sum of (i) the aggregate Certificate Principal Balance
            of the
            Class A Certificates (after taking into account the distribution of the
            Senior
            Principal Distribution Amount on such Distribution Date), (ii) the aggregate
            Certificate Principal Balance of the Sequential Class M Certificates
            (after
            taking into account the distribution of the Sequential Class M Principal
            Distribution Amount on such Distribution Date) and (iii) the Certificate
            Principal Balance of the Class M-4 Certificates immediately prior to
            such
            Distribution Date over (y) the lesser of (A) the product of (i) 80.20%
            and (ii)
            the aggregate Stated Principal Balance of the Mortgage Loans as of the
            last day
            of the related Due Period (after giving effect to scheduled payments
            of
            principal due during the related Due Period, to the extent received or
            advanced,
            and unscheduled collections of principal received during the related
            Prepayment
            Period) and (B) the excess of the aggregate Stated Principal Balance
            of the
            Mortgage Loans as of the last day of the related Due Period (after giving
            effect
            to scheduled payments of principal due during the related Due Period,
            to the
            extent received or advanced, and unscheduled collections of principal
            received
            during the related Prepayment Period) over $3,003,198.96.

           

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

           

          “Class
            M-5 Principal Distribution Amount”: With respect to any Distribution Date, the
            excess of (x) the sum of (i) the aggregate Certificate Principal Balance
            of the
            Class A Certificates (after taking into account the distribution of the
            Senior
            Principal Distribution Amount on such Distribution Date), (ii) the aggregate
            Certificate Principal Balance of the Sequential Class M Certificates
            (after
            taking into account the distribution of the Sequential Class M Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-4 Certificates (after taking into account the
            distribution of the Class M-4 Principal Distribution Amount on such Distribution
            Date) and (iv) the Certificate Principal Balance of the Class M-5 Certificates
            immediately prior to such Distribution Date over (y) the lesser of (A)
            the
            product of (i) 83.50% and (ii) the aggregate Stated Principal Balance
            of the
            Mortgage Loans as of the last day of the related Due Period (after giving
            effect
            to scheduled payments of principal due during the related Due Period,
            to the
            extent received or advanced, and unscheduled collections of principal
            received
            during the related Prepayment Period) and (B) the excess of the aggregate
            Stated
            Principal Balance of the Mortgage Loans as of the last day of the related
            Due
            Period (after giving effect to scheduled payments of principal due during
            the
            related Due Period, to the extent received or advanced, and unscheduled
            collections of principal received during the related Prepayment Period)
            over
            $3,003,198.96.

           

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

           

          “Class
            M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
            excess of (x) the sum of (i) the aggregate Certificate Principal Balance
            of the
            Class A Certificates (after taking into account the distribution of the
            Senior
            Principal Distribution Amount on such Distribution Date), (ii) the aggregate
            Certificate Principal Balance of the Sequential Class M Certificates
            (after
            taking into account the distribution of the Sequential Class M Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-4 Certificates (after taking into account the
            distribution of the Class M-4 Principal Distribution Amount on such Distribution
            Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
            (after taking into account the distribution of the Class M-5 Principal
            Distribution Amount on such Distribution Date) and (v) the Certificate
            Principal
            Balance of the Class M-6 Certificates immediately prior to such Distribution
            Date over (y) the lesser of (A) the product of (i) 86.60% and (ii) the
            aggregate
            Stated Principal Balance of the Mortgage Loans as of the last day of
            the related
            Due Period (after giving effect to scheduled payments of principal due
            during
            the related Due Period, to the extent received or advanced, and unscheduled
            collections of principal received during the related Prepayment Period)
            and (B)
            the excess of the aggregate Stated Principal Balance of the Mortgage
            Loans as of
            the last day of the related Due Period (after giving effect to scheduled
            payments of principal due during the related Due Period, to the extent
            received
            or advanced, and unscheduled collections of principal received during
            the
            related Prepayment Period) over $3,003,198.96.

           

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

           

          “Class
            M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
            excess of (x) the sum of (i) the aggregate Certificate Principal Balance
            of the
            Class A Certificates (after taking into account the distribution of the
            Senior
            Principal Distribution Amount on such Distribution Date), (ii) the aggregate
            Certificate Principal Balance of the Sequential Class M Certificates
            (after
            taking into account the distribution of the Sequential Class M Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-4 Certificates (after taking into account the
            distribution of the Class M-4 Principal Distribution Amount on such Distribution
            Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
            (after taking into account the distribution of the Class M-5 Principal
            Distribution Amount on such Distribution Date), (v) the Certificate Principal
            Balance of the Class M-6 Certificates (after taking into account the
            distribution of the Class M-6 Principal Distribution Amount on such Distribution
            Date) and (vi) the Certificate Principal Balance of the Class M-7 Certificates
            immediately prior to such Distribution Date over (y) the lesser of (A)
            the
            product of (i) 89.50% and (ii) the aggregate Stated Principal Balance
            of the
            Mortgage Loans as of the last day of the related Due Period (after giving
            effect
            to scheduled payments of principal due during the related Due Period,
            to the
            extent received or advanced, and unscheduled collections of principal
            received
            during the related Prepayment Period) and (B) the excess of the aggregate
            Stated
            Principal Balance of the Mortgage Loans as of the last day of the related
            Due
            Period (after giving effect to scheduled payments of principal due during
            the
            related Due Period, to the extent received or advanced, and unscheduled
            collections of principal received during the related Prepayment Period)
            over
            $3,003,198.96.

           

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

           

          “Class
            M-8 Principal Distribution Amount”: With respect to any Distribution Date, the
            excess of (x) the sum of (i) the aggregate Certificate Principal Balance
            of the
            Class A Certificates (after taking into account the distribution of the
            Senior
            Principal Distribution Amount on such Distribution Date), (ii) the aggregate
            Certificate Principal Balance of the Sequential Class M Certificates
            (after
            taking into account the distribution of the Sequential Class M Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-4 Certificates (after taking into account the
            distribution of the Class M-4 Principal Distribution Amount on such Distribution
            Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
            (after taking into account the distribution of the Class M-5 Principal
            Distribution Amount on such Distribution Date), (v) the Certificate Principal
            Balance of the Class M-6 Certificates (after taking into account the
            distribution of the Class M-6 Principal Distribution Amount on such Distribution
            Date), (vi) the Certificate Principal Balance of the Class M-7 Certificates
            (after taking into account the distribution of the Class M-7 Principal
            Distribution Amount on such Distribution Date) and (vii) the Certificate
            Principal Balance of the Class M-8 Certificates immediately prior to
            such
            Distribution Date over (y) the lesser of (A) the product of (i) 92.10%
            and (ii)
            the aggregate Stated Principal Balance of the Mortgage Loans as of the
            last day
            of the related Due Period (after giving effect to scheduled payments
            of
            principal due during the related Due Period, to the extent received or
            advanced,
            and unscheduled collections of principal received during the related
            Prepayment
            Period) and (B) the excess of the aggregate Stated Principal Balance
            of the
            Mortgage Loans as of the last day of the related Due Period (after giving
            effect
            to scheduled payments of principal due during the related Due Period,
            to the
            extent received or advanced, and unscheduled collections of principal
            received
            during the related Prepayment Period) over $3,003,198.96.

           

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

           

          “Class
            M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
            excess of (x) the sum of (i) the aggregate Certificate Principal Balance
            of the
            Class A Certificates (after taking into account the distribution of the
            Senior
            Principal Distribution Amount on such Distribution Date), (ii) the aggregate
            Certificate Principal Balance of the Sequential Class M Certificates
            (after
            taking into account the distribution of the Sequential Class M Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-4 Certificates (after taking into account the
            distribution of the Class M-4 Principal Distribution Amount on such Distribution
            Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
            (after taking into account the distribution of the Class M-5 Principal
            Distribution Amount on such Distribution Date), (v) the Certificate Principal
            Balance of the Class M-6 Certificates (after taking into account the
            distribution of the Class M-6 Principal Distribution Amount on such Distribution
            Date), (vi) the Certificate Principal Balance of the Class M-7 Certificates
            (after taking into account the distribution of the Class M-7 Principal
            Distribution Amount on such Distribution Date), (vii) the Certificate
            Principal
            Balance of the Class M-8 Certificates (after taking into account the
            distribution of the Class M-8 Principal Distribution Amount on such Distribution
            Date) and (viii) the Certificate Principal Balance of the Class M-9 Certificates
            immediately prior to such Distribution Date over (y) the lesser of (A)
            the
            product of (i) 93.60% and (ii) the aggregate Stated Principal Balance
            of the
            Mortgage Loans as of the last day of the related Due Period (after giving
            effect
            to scheduled payments of principal due during the related Due Period,
            to the
            extent received or advanced, and unscheduled collections of principal
            received
            during the related Prepayment Period) and (B) the excess of the aggregate
            Stated
            Principal Balance of the Mortgage Loans as of the last day of the related
            Due
            Period (after giving effect to scheduled payments of principal due during
            the
            related Due Period, to the extent received or advanced, and unscheduled
            collections of principal received during the related Prepayment Period)
            over
            $3,003,198.96.

           

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

           

          “Class
            M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
            excess of (x) the sum of (i) the aggregate Certificate Principal Balance
            of the
            Class A Certificates (after taking into account the distribution of the
            Senior
            Principal Distribution Amount on such Distribution Date), (ii) the aggregate
            Certificate Principal Balance of the Sequential Class M Certificates
            (after
            taking into account the distribution of the Sequential Class M Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-4 Certificates (after taking into account the
            distribution of the Class M-4 Principal Distribution Amount on such Distribution
            Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
            (after taking into account the distribution of the Class M-5 Principal
            Distribution Amount on such Distribution Date), (v) the Certificate Principal
            Balance of the Class M-6 Certificates (after taking into account the
            distribution of the Class M-6 Principal Distribution Amount on such Distribution
            Date), (vi) the Certificate Principal Balance of the Class M-7 Certificates
            (after taking into account the distribution of the Class M-7 Principal
            Distribution Amount on such Distribution Date), (vii) the Certificate
            Principal
            Balance of the Class M-8 Certificates (after taking into account the
            distribution of the Class M-8 Principal Distribution Amount on such Distribution
            Date), (viii) the Certificate Principal Balance of the Class M-9 Certificates
            (after taking into account the distribution of the Class M-9 Principal
            Distribution Amount on such Distribution Date) and (ix) the Certificate
            Principal Balance of the Class M-10 Certificates immediately prior to
            such
            Distribution Date over (y) the lesser of (A) the product of (i) 95.10%
            and (ii)
            the aggregate Stated Principal Balance of the Mortgage Loans as of the
            last day
            of the related Due Period (after giving effect to scheduled payments
            of
            principal due during the related Due Period, to the extent received or
            advanced,
            and unscheduled collections of principal received during the related
            Prepayment
            Period) and (B) the excess of the aggregate Stated Principal Balance
            of the
            Mortgage Loans as of the last day of the related Due Period (after giving
            effect
            to scheduled payments of principal due during the related Due Period,
            to the
            extent received or advanced, and unscheduled collections of principal
            received
            during the related Prepayment Period) over $3,003,198.96.

           

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

           

          “Class
            M-11 Principal Distribution Amount”: With respect to any Distribution Date, the
            excess of (x) the sum of (i) the aggregate Certificate Principal Balance
            of the
            Class A Certificates (after taking into account the distribution of the
            Senior
            Principal Distribution Amount on such Distribution Date), (ii) the aggregate
            Certificate Principal Balance of the Sequential Class M Certificates
            (after
            taking into account the distribution of the Sequential Class M Principal
            Distribution Amount on such Distribution Date), (iii) the Certificate
            Principal
            Balance of the Class M-4 Certificates (after taking into account the
            distribution of the Class M-4 Principal Distribution Amount on such Distribution
            Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
            (after taking into account the distribution of the Class M-5 Principal
            Distribution Amount on such Distribution Date), (v) the Certificate Principal
            Balance of the Class M-6 Certificates (after taking into account the
            distribution of the Class M-6 Principal Distribution Amount on such Distribution
            Date), (vi) the Certificate Principal Balance of the Class M-7 Certificates
            (after taking into account the distribution of the Class M-7 Principal
            Distribution Amount on such Distribution Date), (vii) the Certificate
            Principal
            Balance of the Class M-8 Certificates (after taking into account the
            distribution of the Class M-8 Principal Distribution Amount on such Distribution
            Date), (viii) the Certificate Principal Balance of the Class M-9 Certificates
            (after taking into account the distribution of the Class M-9 Principal
            Distribution Amount on such Distribution Date), (ix) the Certificate
            Principal
            Balance of the Class M-10 Certificates (after taking into account the
            distribution of the Class M-10 Principal Distribution Amount on such
            Distribution Date) and (x) the Certificate Principal Balance of the Class
            M-11
            Certificates immediately prior to such Distribution Date over (y) the
            lesser of
            (A) the product of (i) 97.10% and (ii) the aggregate Stated Principal
            Balance of
            the Mortgage Loans as of the last day of the related Due Period (after
            giving
            effect to scheduled payments of principal due during the related Due
            Period, to
            the extent received or advanced, and unscheduled collections of principal
            received during the related Prepayment Period) and (B) the excess of
            the
            aggregate Stated Principal Balance of the Mortgage Loans as of the last
            day of
            the related Due Period (after giving effect to scheduled payments of
            principal
            due during the related Due Period, to the extent received or advanced,
            and
            unscheduled collections of principal received during the related Prepayment
            Period) over $3,003,198.96.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Closing
            Date”: November 30 2006. 

           

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

           

          “Collection
            Account”: The account or accounts created and maintained, or caused to be
            created and maintained, by each Servicer pursuant to Section 3.10(a),
            which,
            with respect to the Collection Account created and maintained by HomEq,
            shall be
            entitled “HomEq Servicing, as a Servicer for U.S. Bank National Association, as
            Trustee, in trust for the registered holders of MASTR Asset Backed Securities
            Trust 2006-HE4, Mortgage Pass-Through Certificates” and with respect to the
            Collection Account created and maintained by Wells Fargo, shall be entitled
            “Wells Fargo Bank, N.A., as a Servicer for U.S. Bank National Association,
            as
            Trustee, in trust for the registered holders of MASTR Asset Backed Securities
            Trust 2006-HE4, Mortgage Pass-Through Certificates.” Each Collection Account
            must be an Eligible Account

           

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

           

          “Compensating
            Interest”: With respect to each Servicer and any Principal Prepayment, the
            amount in respect of Prepayment Interest Shortfalls required to be paid
            by the
            related Servicer pursuant to Section 3.24 from its own funds without
            right of
            reimbursement and with respect to the Master Servicer, the amount in
            respect of
            Prepayment Interest Shortfalls required to be paid by the Master Servicer
            pursuant to Section 3A.10 from its own funds without right of reimbursement
            except as provided in Section 3A.10, in each case, up to the aggregate
            compensation payable to the related Servicer or the Master Servicer,
            as
            applicable, for the related collection period under this Agreement.

           

          “Compensating
            Interest Payment”: As defined in Section 3.24.

           

          “Corporate
            Trust Office”: The principal corporate trust office of the Trustee or the Trust
            Administrator, as the case may be, at which at any particular time its
            corporate
            trust business in connection with this Agreement shall be administered,
            which
            office at the date of the execution of this instrument is located at
            (i) with
            respect to the Trustee, U.S. Bank National Association, 60 Livingston
            Avenue,
EP-MN-WS3D,
            St.
            Paul, Minnesota 55107, Attention: Structured Finance/MASTR 2006-HE4,
            or at such
            other address as the Trustee may designate from time to time by notice
            to the
            Certificateholders, the Depositor, the Servicers, the Master Servicer,
            the
            Originators, and the Trust Administrator, or (ii) with respect to the
            Trust
            Administrator, (A) for Certificate transfer and surrender purposes, Wells
            Fargo
            Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota
            55479,
            Attention: Corporate Trust Services—MASTR 2006-HE4 and (B) for all other
            purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,
            Maryland
            21045, Attention: Corporate Trust Services—MASTR 2006-HE4, or in each case at
            such other address as the Trust Administrator may designate from time
            to time by
            notice to the Certificateholders, the Depositor, the Servicers, the Master
            Servicer, the Originators and the Trustee.

           

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

           

          
            	
                    REMIC
                      II Regular Interest

                  	
                    Regular
                      Certificate

                  
	
                    II-LTA1

                  	
                    Class
                      A-1

                  
	
                    II-LTA2

                  	
                    Class
                      A-2

                  
	
                    II-LTA3

                  	
                    Class
                      A-3

                  
	
                    II-LTA4

                  	
                    Class
                      A-4

                  
	
                    II-LTM1

                  	
                    Class
                      M-1

                  
	
                    II-LTM2

                  	
                    Class
                      M-2

                  
	
                    II-LTM3

                  	
                    Class
                      M-3

                  
	
                    II-LTM4

                  	
                    Class
                      M-4

                  
	
                    II-LTM5

                  	
                    Class
                      M-5

                  
	
                    II-LTM6

                  	
                    Class
                      M-6

                  
	
                    II-LTM7

                  	
                    Class
                      M-7

                  
	
                    II-LTM8

                  	
                    Class
                      M-8

                  
	
                    II-LTM9

                  	
                    Class
                      M-9

                  
	
                    II-LTM10

                  	
                    Class
                      M-10

                  
	
                    II-LTM11

                  	
                    Class
                      M-11

                  
	
                    II-LTP

                  	
                    Class
                      P

                  


          

          


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

           

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

           

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

           

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

           

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

           

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

           

          “Custodian”:
            The
            entity acting as custodian of the Mortgage Files on behalf of and for
            the
            benefit of the Trustee, which as of the Closing Date shall be Wells
            Fargo. 

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Delinquency
            Percentage”: With respect to any Distribution Date, the percentage equivalent to
            a fraction, the numerator of which is the aggregate Stated Principal
            Balance of
            all Mortgage Loans that, as of the close of business on the last day
            of the
            previous calendar month, are 60 or more days Delinquent (including Mortgage
            Loans in foreclosure, have been converted to REO Properties or are in
            bankruptcy), taking into account any prepayments received through the
            end of the
            related Prepayment Period, and the denominator of which is the aggregate
            Principal Balance of all Mortgage Loans as of the close of business on
            the last
            day of such month, taking into account any prepayments received through
            the end
            of the related Prepayment Period.

           

          “Delinquent”:
            A Mortgage Loan is Delinquent if any Monthly Payment due on a Due Date
            is not
            made by the close of business on the next scheduled Due Date for such
            Mortgage
            Loan (as determined and reported based on the “OTS” methodology for determining
            delinquencies on mortgage loans similar to the Mortgage Loans and not
            including
            any Liquidated Mortgage Loans).

           

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

           

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

           

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

           

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

           

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

           

          “Discount
            Factor”: With
            respect to each Distribution Date, the product of each Projected Zero
            Factor for
            each preceding Distribution Date, including such Distribution Date, with
            the
            Projected Zero Factor for the Significance Percentage Calculation Date
            equal to
            1.

           

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

           

          “Distribution
            Account”: The trust account or accounts created and maintained by the Trust
            Administrator pursuant to Section 3A.11 which shall be entitled “Wells
            Fargo Bank, N.A. as Trust Administrator, in trust for the registered
            holders of
            MASTR Asset Backed Securities Trust 2006-HE4, Mortgage Pass-Through
            Certificates, Series 2006-HE4—Distribution Account.” The Distribution Account
            must be an Eligible Account.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Extraordinary
            Trust Fund Expense”: Any amounts reimbursable to the Master Servicer pursuant to
            Section 3A.03 or Section 6.03, to the Trustee pursuant to Section 3.06
            or Section 7.02, to each Servicer, the Trustee or the Trust Administrator,
            or
            any director, officer, employee or agent of the Trustee or the Trust
            Administrator from the Trust Fund pursuant to Section 6.03,
            Section 8.05 or Section 10.01(c) and any amounts payable from the
            Distribution Account in respect of taxes pursuant to
            Section 10.01(g)(iii).

           

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

           

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

           

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

           

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


           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “HomEq”:
            Barclays
            Capital Real Estate Inc. d/b/a HomEq Servicing.

           

          “HomEq
            Mortgage Loans”: The Mortgage Loans serviced by HomEq.

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Interest
            Rate Cap Collateral Account”: Shall mean the segregated trust account created
            and maintained by the Trust Administrator pursuant to Section 4.11
            hereof.

           

          “Interest
            Rate Cap Agreement”: The Interest Rate Cap Agreement, dated as of November 30,
            2006, between the Trust Administrator and the Interest Rate Cap Provider,
            including any schedule, confirmations, credit support annex or other
            credit
            support document relating thereto, and attached hereto as Exhibit
            K.

           

          “Interest
            Rate Cap Credit Support Annex”: The credit support annex, dated as of November
            30, 2006, between the Trust Administrator and the Interest Rate Cap Provider,
            which is annexed to and forms part of the Interest Rate Cap
            Agreement.

           

          “Interest
            Rate Cap Provider”: The cap provider under the Interest Rate Cap Agreement.
            Initially, the Interest Rate Cap Provider shall be Swiss Re Financial
            Products
            Corporation.

           

          “Interest
            Rate Swap Agreement”: The interest rate swap agreement, dated as of November 30,
            2006, between the Swap Provider and the Supplemental Interest Trust Trustee,
            including any schedule, confirmations, credit support annex and/or other
            credit
            support documents relating thereto, and attached hereto as Exhibit
            M.

           

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

           

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

           

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

           

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


           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Master
            Servicer Fee”: With respect to each Mortgage Loan, the amount of the annual fee
            paid to the Master Servicer, which shall, for a period of one full month,
            be
            equal to one-twelfth of the product of (a) the Master Servicer Fee Rate
            (without
            regard to the words “per annum”) and (b) the Stated Principal Balance of such
            Mortgage Loan as of the first day of the related Due Period. Such fee
            shall be
            payable monthly, computed on the basis of the same principal amount and
            period
            respecting which any related interest payment on a Mortgage Loan is received.
            

           

          “Master
            Servicer Fee Rate”: With respect to each Mortgage Loan, the rate of 0.0020% per
            annum.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Monthly
            Interest Distributable Amount”: With respect to the Class A Certificates, the
            Mezzanine Certificates and the Class CE Certificates and any Distribution
            Date,
            the amount of interest accrued during the related Accrual Period at the
            related
            Pass-Through Rate on the Certificate Principal Balance (or Notional Amount
            in
            the case of the Class CE Certificates) of such Class immediately prior
            to such
            Distribution Date, calculated on an actual/360 basis, reduced (to not
            less than
            zero) by any Prepayment Interest Shortfalls (to the extent not covered
            by
            payments made by the related Servicer or the Master Servicer) and Relief
            Act
            Interest Shortfalls (allocated to each such Certificate based on its
            respective
            entitlements to interest irrespective of any Prepayment Interest Shortfalls
            and
            Relief Act Interest Shortfalls for such Distribution Date).

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          

            (i)  the
              Mortgage Loan identifying number;

             

            (ii)  [reserved];

             

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

             

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

             

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

             

            (vi)  the
              original months to maturity;

             

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

             

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

             

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

             

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

             

            (xi)  the
              stated maturity date;

             

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

             

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

             

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

             

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

             

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

             

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

             

            (xviii)  the
              Mortgage Rate at origination;

             

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

             

            (xx)  the
              risk
              grade assigned by the related Originator;

             

            (xxi)  the
              Value
              of the Mortgaged Property;

             

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

             

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

             

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

             

            (xxv)  the
              rounding code;

             

            (xxvi)  the
              program code;

             

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

             

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

             

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

             

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

             

          

           

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

           

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

           

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

           

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

           

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

           

          “Mortgagor”:
            The obligor on a Mortgage Note.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “One-Year
            LIBOR” means the average of interbank offered rates for one-year U.S. dollar
            deposits in the London market based on quotations of major banks, and
            most
            recently available as of a day specified in the related mortgage note
            as
            published by the Western Edition of The
            Wall Street Journal.

           

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

           

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

           

          “Originator”:
            First NLC Financial Services, LLC, Meritage Mortgage Corporation, Decision
            One
            Mortgage Company, EquiFirst Corporation, Ownit Mortgage Solutions, Inc.,
            First
            Street Financial, Inc. and LIME Financial Services, Ltd.

           

          “Originator
            Master Agreements”: With respect to (i) First NLC Financial Services, LLC, the
            Master Seller’s Purchase, Warranties and Interim Servicing Agreement, dated as
            of February 1, 2006 between the Seller and First NLC Financial Services,
            LLC, as
            amended (ii) Meritage Mortgage Corporation; the Master Seller’s Purchase,
            Warranties and Interim Servicing Agreement, dated as of May 1, 2006,
            between the
            Seller and Meritage Mortgage Corporation, as amended, (iii) Decision
            One
            Mortgage Company, the Master Seller’s Purchase, Warranties and Interim Servicing
            Agreement, dated as of August 1, 2006, between the Seller and Decision
            One
            Mortgage Company (iv) EquiFirst Corporation, the Master Seller’s Purchase,
            Warranties and Interim Servicing Agreement, dated as of May 1, 2006,
            between the
            Seller and EquiFirst Corporation, as amended, (v) Ownit Mortgage Solutions,
            Inc., the Master Seller’s Purchase, Warranties and Interim Servicing Agreement,
            dated as of October 1, 2006, between the Seller and Ownit Mortgage Solutions,
            Inc. (vi) First Street Financial, Inc., the Master Seller’s Purchase, Warranties
            and Interim Servicing Agreement, dated as of August 1, 2004, between
            the Seller
            and First Street Financial, Inc., as amended and (vii) LIME Financial
            Services,
            Ltd., the Master Seller’s Purchase, Warranties and Interim Servicing Agreement,
            dated as of August 1, 2006 between the Seller and LIME Financial Services,
            Ltd.

           

          “Originator
            Prepayment Charge Payment Amount”: The amounts payable by the Originator in
            respect of any waived Prepayment Charges pursuant to Section 3.01.

           

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

           

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

           

          “Overcollateralization
            Target Amount”: With respect to any Distribution Date, (i) 1.45%
            of the Cut-off Date Principal Balance of the Mortgage Loans, (ii) on
            or after
            the Stepdown Date provided that a Trigger Event is not in effect, the
            greater of
            (x) 2.90% of the aggregate Stated Principal Balance of the Mortgage Loans
            as of
            the last day of the related Due Period (after giving effect to scheduled
            payments of principal due during the related Due Period, to the extent
            received
            or advanced, and unscheduled collections of principal received during
            the
            related Prepayment Period) and (y) an amount equal to approximately 0.50%
            of the
            aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
            Date,
            or (iii) on or after the Stepdown Date if a Trigger Event is in effect,
            the
            Overcollateralization Target Amount for the immediately preceding Distribution
            Date. On and after any Distribution Date following the reduction of the
            aggregate Certificate Principal Balance of the Class A Certificates and
            the
            Mezzanine Certificates to zero, the Overcollateralization Target Amount
            shall be
            zero.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

          

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

           

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

           

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

           

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

           

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

           

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

           

          
            (i)  the
              Mortgage Loan identifying number;

             

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

             

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

             

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

             

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

             

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

             

          

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

           

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

           

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

           

          “Prepayment
            Period”: With respect to any Distribution Date and any Principal Prepayment
            in
            full and for any Mortgage Loan serviced by HomEq, the period commencing
            on the
            16th day of the calendar month preceding the calendar month in which
            such
            Distribution Date occurs (or, in the case of the first Distribution Date,
            commencing on November 1, 2006) and ending on the 15th day of the calendar
            month
            in which such Distribution Date occurs. With respect to any Distribution
            Date
            and any Principal Prepayment in full and for any Mortgage Loan serviced
            by Wells
            Fargo, the period commencing on the 14th day of the calendar month preceding
            the
            calendar month in which such Distribution Date occurs (or, in the case
            of the
            first Distribution Date, commencing on November 1, 2006) and ending on
            the 13th
            day of the calendar month in which such Distribution Date occurs. With
            respect
            to any Distribution Date and any Principal Prepayment in part and for
            all the
            Mortgage Loans, the calendar month preceding the month in which the Distribution
            Date occurs.

           

          “Present
            Value Maximum Probable Exposure”: With
            respect to each Distribution
            Date, the sum of each Present Value Probable Cash Flow from, and including,
            such
            Distribution Date to, and including, the Termination Date in such derivative
            confirmation.

           

          “Present
            Value Probable Cash Flow”: With
            respect to each Distribution
            Date, the product of (i) the Probable Cash Flow and (ii) the Discount
            Factor
            applicable for such Distribution Date.

           

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

           

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

           

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

           

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

           

          “Probable
            Cash Flow”: With
            respect to each Distribution
            Date, the product of (i) the Notional Balance in such derivative confirmation
            for such Distribution Date, divided by 12, and (ii) the excess, if any,
            of (a)
            the Projected Forward Rate over (b) the cap rate, as defined in the derivative
            confirmation attached hereto as Exhibit K or the fixed rate, as defined
            in the
            derivative confirmation attached hereto as Exhibit M, as applicable.
            The
            Probable Cash Flow for each Distribution Date that precedes the Significance
            Percentage Calculation Date shall equal zero.

           

          “Projected
            Forward Rate”: With
            respect to each Distribution
            Date,
            the
            product of (i) One Month LIBOR (expressed as a percentage) for the related
            Accrual Period made available at Bloomberg Financial Markets, L.P. ("Bloomberg")
            by typing in the following keystrokes: FWCV <go>US<go>3<go>
and inputting “1” as Forwards and Intervals, and (ii) the sum of 1 and the
            product of (a) a percentage volatility level, linearly interpolated based
            on
            "Mid USD Cap" volatility levels as obtained from Bloomberg within 15
            calendar
            days of such Distribution
            Date
            by
            typing the keystrokes: TTCF <go>, 1 <go>, whose maturity date
            corresponds to the Termination Date in such derivative confirmation,
            (b) a
            factor of 1.3, and (c) the square root of the number of days from the
            Significance Percentage Calculation Date to the first day of the Accrual
            Period
            for each related Distribution Date divided by 360. 

           

          “Projected
            Zero Factor”: With
            respect to each Distribution
            Date, a fraction, the numerator of which is 1 and the denominator of
            which is
            the sum of (i) 1 and (ii) the Projected Forward Rate divided by 12.

           

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

           

          “Purchase
            Price”: With respect to any Mortgage Loan or REO Property to be purchased
            pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
            Section 9.01, and as confirmed by an
            Officer’s Certificate from the related Servicer to
            the
            Trustee an amount equal to the sum of (i) 100% of the Stated Principal
            Balance
            thereof as of the date of purchase (or such other price as provided in
            Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on
            such Stated Principal Balance at the applicable Net Mortgage Rate in
            effect from
            time to time from the Due Date as to which interest was last covered
            by a
            payment by the Mortgagor or an Advance, which payment or Advance had
            as of the
            date of purchase been distributed pursuant to Section 4.01, through the end
            of the calendar month in which the purchase is to be effected and (y)
            an REO
            Property, the sum of (1) accrued interest on such Stated Principal Balance
            at
            the applicable Net Mortgage Rate in effect from time to time from the
            Due Date
            as to which interest was last covered by a payment by the Mortgagor or
            an
            Advance by the related Servicer through the end of the calendar month
            immediately preceding the calendar month in which such REO Property was
            acquired, plus (2) REO Imputed Interest for such REO Property for each
            calendar
            month commencing with the calendar month in which such REO Property was
            acquired
            and ending with the calendar month in which such purchase is to be effected,
            net
            of the total of all net rental income, Insurance Proceeds, Liquidation
            Proceeds
            and Advances that as of the date of purchase had been distributed as
            or to cover
            REO Imputed Interest pursuant to Section 4.01, (iii) any unreimbursed
            Advances and Servicing Advances (including Nonrecoverable Advances and
            Nonrecoverable Servicing Advances) and any unpaid Servicing Fees and
            Master
            Servicer Fee allocable to such Mortgage Loan or REO Property, (iv) any
            amounts
            previously withdrawn from the Collection Account pursuant to Section
            3.11(a)(ix)
            and Section 3.16(b) or the Distribution Account in respect of such Mortgage
            Loan
            or REO Property, and (v) in the case of a Mortgage Loan required to be
            purchased
            pursuant to Section 2.03, expenses reasonably incurred or to be incurred by
            the related Servicer, the Master Servicer, the NIMS Insurer, the Trust
            Administrator or the Trustee in respect of the breach or defect giving
            rise to
            the purchase obligation including any costs and damages incurred by the
            Trust in
            connection with any violation with respect to such loan of any predatory
            or
            abusive lending law. With respect to each Originator and any Mortgage
            Loan or
            REO Property to be purchased pursuant to or as contemplated by Section 2.03
            or 10.01, an amount equal to the amount set forth pursuant to the terms
            of the
            related Originator Master Agreement.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Regulation
            AB”: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
            §§229.1100 - 229.1123, as such may be amended from time to time, and subject
            to
            such clarification and interpretation as have been provided by the Commission
            in
            the adopting release (Asset-Backed Securities, Securities Act Release
            No.
            33-8518, 70 Fed. Reg. 1,506 - 1,631 (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 the various parties,
            as set forth on Exhibit O attached hereto. For clarification purposes,
            multiple
            parties can have responsibility for the same Relevant Servicing
            Criteria.

           

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

           

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

           

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

           

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


           

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


           

          “REMIC
            I
            Remittance Rate”: With respect to REMIC I Regular Interest I and REMIC I Regular
            Interest I-LTP, a per annum rate equal to the weighted average Adjusted
            Net
            Mortgage Rate of the Mortgage Loans. With respect to each REMIC I Regular
            Interest ending with the designation “A”, a per annum rate equal to the weighted
            average Adjusted Net Mortgage Rate of the Mortgage Loans multiplied by
            2,
            subject to a maximum rate of 10.900%. With respect to each REMIC I Regular
            Interest ending with the designation “B”, the greater of (x) a per annum rate
            equal to the excess, if any, of (i) 2 multiplied by the weighted average
            Net
            Mortgage Rate of the Mortgage Loans over (ii) 10.900% and (y) 0.00%.
            

           

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

           

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

           

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

           

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

           

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

           

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

           

          

            
              	
                      Distribution
                        Date

                    	
                      REMIC
                        1 Regular Interest

                    	
                      Rate

                    
	
                      1
                        

                    	
                      I-1-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      2

                    	
                      I-2-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      3

                    	
                      I-3-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        and I-2-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      4

                    	
                      I-4-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-3-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      5

                    	
                      I-5-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-4-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      6

                    	
                      I-6-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-5-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      7

                    	
                      I-7-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-6-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      8

                    	
                      I-8-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-7-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      9

                    	
                      I-9-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-8-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      10

                    	
                      I-10-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-9-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      11

                    	
                      I-11-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-10-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      12

                    	
                      I-12-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-11-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      13

                    	
                      I-13-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-12-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      14

                    	
                      I-14-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-13-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      15

                    	
                      I-15-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-14-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      16

                    	
                      I-16-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-15-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      17

                    	
                      I-17-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-16-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      18

                    	
                      I-18-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-17-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      19

                    	
                      I-19-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-18-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      20

                    	
                      I-20-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-19-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      21

                    	
                      I-21-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-20-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      22

                    	
                      I-22-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-21-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      23

                    	
                      I-23-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-22-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      24

                    	
                      I-24-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-23-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      25

                    	
                      I-25-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-24-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      26

                    	
                      I-26-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-25-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      27

                    	
                      I-27-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-26-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      28

                    	
                      I-28-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-27-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      29

                    	
                      I-29-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-28-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      30

                    	
                      I-30-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-29-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      31

                    	
                      I-31-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-30-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      32

                    	
                      I-32-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-31-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      33

                    	
                      I-33-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-32-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      34

                    	
                      I-34-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-33-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      35

                    	
                      I-35-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-34-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      36

                    	
                      I-36-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-35-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      37

                    	
                      I-37-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-36-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      38

                    	
                      I-38-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-37-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      39

                    	
                      I-39-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-38-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      40

                    	
                      I-40-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-39-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      41

                    	
                      I-41-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-40-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      42

                    	
                      I-42-A
                        and I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-41-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      43

                    	
                      I-43-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-42-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      44

                    	
                      I-44-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-43-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      45

                    	
                      I-45-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-44-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      46

                    	
                      I-46-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-45-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      47

                    	
                      I-47-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-46-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      48

                    	
                      I-48-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-47-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      49

                    	
                      I-49-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-48-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      50

                    	
                      I-50-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-49-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      51

                    	
                      I-51-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-50-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      52

                    	
                      I-52-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-51-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      53

                    	
                      I-53-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-52-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      54

                    	
                      I-54-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-53-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      55

                    	
                      I-55-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-54-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      56

                    	
                      I-56-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-55-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      57

                    	
                      I-57-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-56-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      58

                    	
                      I-58-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-57-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      59

                    	
                      I-59-A
                        through I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-58-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      60

                    	
                      I-60-A

                    	
                      2
                        multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                        REMIC 1 Remittance Rate

                    
	 	
                      I-1-A
                        through I-59-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    
	
                      thereafter

                    	
                      I-1-A
                        through I-60-A

                    	
                      Uncertificated
                        REMIC 1 Remittance Rate

                    


            

          

          


           

          With
            respect to REMIC II Regular Interest II-LTIO, and (a) the first 60 Distribution
            Dates, the excess of (i) the weighted average of the REMIC I Remittance
            Rates
            for REMIC I Regular Interests ending with the designation “A”, over (ii) 2
            multiplied by Swap LIBOR, and (b) thereafter, 0.00%.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Rolling
            Three Month Delinquency Percentage”: With respect to any Distribution Date, the
            average of the Delinquency Percentages for each of the three (or one
            or two,
            with respect to the first or second Distribution Date, respectively)
            immediately
            preceding months.

           

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

           

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

           

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

           

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

           

          “Seller”:
            UBS Real Estate Securities Inc. or its successor in interest, in its
            capacity as
            Seller under the Assignment Agreements.

           

          “Senior
            Principal Distribution Amount”: The excess of (x) the aggregate Certificate
            Principal Balance of the Class A Certificates immediately prior to such
            Distribution Date over (y) the lesser of (A) the product of (i) 58.50%
            and (ii)
            the aggregate Stated Principal Balance of the Mortgage Loans as of the
            last day
            of the related Due Period (after giving effect to scheduled payments
            of
            principal due during the related Due Period, to the extent received or
            advanced,
            and unscheduled collections of principal received during the related
            Prepayment
            Period) and (B) the excess of the aggregate Stated Principal Balance
            of the
            Mortgage Loans as of the last day of the related Due Period (after giving
            effect
            to scheduled payments of principal due during the related Due Period,
            to the
            extent received or advanced, and unscheduled collections of principal
            received
            during the related Prepayment Period) over $3,003,198.96.

           

          “Sequential
            Class M Certificates”: the Class M-1 Certificates, the Class M-2 Certificates
            and the Class M-3 Certificates.

           

          “Sequential
            Class M Principal Distribution Amount”: With respect to any Distribution Date,
            the excess of (x) the sum of (i) the aggregate Certificate Principal
            Balance of
            the Class A Certificates (after taking into account the distribution
            of the
            Senior Principal Distribution Amount on such Distribution Date), (ii)
            the
            aggregate Certificate Principal Balance of the Sequential Class M Certificates
            over (y) the lesser of (A) the product of (i) 76.60% and (ii) the aggregate
            Stated Principal Balance of the Mortgage Loans as of the last day of
            the related
            Due Period (after giving effect to scheduled payments of principal due
            during
            the related Due Period, to the extent received or advanced, and unscheduled
            collections of principal received during the related Prepayment Period)
            and (B)
            the excess of the aggregate Stated Principal Balance of the Mortgage
            Loans as of
            the last day of the related Due Period (after giving effect to scheduled
            payments of principal due during the related Due Period, to the extent
            received
            or advanced, and unscheduled collections of principal received during
            the
            related Prepayment Period) over $3,003,198.96.

           

          “Servicer”:
            Either HomEq Servicing, with respect to the HomEq Mortgage Loans or Wells
            Fargo,
            with respect to the Wells Fargo Mortgage Loans, or any successor Servicer
            appointed as herein provided, each in its capacity as a Servicer
            hereunder.

           

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

           

          “Servicer
            Prepayment Charge Payment Amount”: The amounts payable by a Servicer in respect
            of any waived Prepayment Charges pursuant to Section 3.01.

           

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

           

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

           

          “Servicing
            Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
            related Servicer in connection with a default, delinquency or other
            unanticipated event by the related Servicer in the performance of its
            servicing
            obligations, including, but not limited to, the cost of (i) the preservation,
            restoration, inspection and protection of a Mortgaged Property, (ii)
            any
            enforcement, administration or judicial proceedings, including foreclosures,
            in
            respect of a particular Mortgage Loan, including any expenses incurred
            in
            relation to any such proceedings that result from the Mortgage Loan being
            registered on the MERS System, (iii) the management (including reasonable
            fees
            in connection therewith) and liquidation of any REO Property, (iv) taxes,
            assessments, water rates, sewer rents and other charges which are or
            may become
            a lien upon the Mortgage Property and (v) the performance of its obligations
            under Section 3.01, Section 3.09, Section 3.13, Section 3.14, Section
            3.16 and
            Section 3.23. Servicing Advances shall also include any reasonable
“out-of-pocket” costs and expenses (including legal fees) incurred by the
            related Servicer in connection with executing and recording instruments
            of
            satisfaction, deeds of reconveyance or Assignments of Mortgage in connection
            with any foreclosure in respect of any Mortgage Loan to the extent not
            recovered
            from the related Mortgagor or otherwise payable under this Agreement.
            No
            Servicer shall be required to make any Servicing Advance in respect of
            a
            Mortgage Loan or REO Property that, in the good faith business judgment
            of the
            related Servicer would not be ultimately recoverable from related Insurance
            Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
            as
            provided herein. No Servicer shall be required to make any Servicing
            Advance
            that would be a Nonrecoverable Advance.

           

          “Servicing
            Criteria” means the criteria set forth in paragraph (d) of Item 1122 of
            Regulation AB, as such may be amended from time to time.

           

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

           

          “Servicing
            Fee Rate”: With respect to each Mortgage Loan, the rate of 0.5000% per
            annum.

           

          “Servicing
            Function Participant” means any Sub-Servicer or Subcontractor of a Servicer,
            determined by the Servicer to be participating in the servicing function,
            the
            Master Servicer, the Custodian or the Trust Administrator, respectively.
            For the
            avoidance of doubt, the Custodian shall be considered a Servicing Function
            Participant without regard to the threshold percentage set forth in instruction
            2 of Item 1122 of Regulation AB.

           

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

           

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

           

          “Significance
            Percentage”: The percentage equivalent of a fraction, the numerator of which is
            the highest of each Present Value Maximum Probable Exposure and the denominator
            of which is the aggregate Certificate Principal Balance of the Class
            A and
            Mezzanine Certificates that are supported by the derivatives (after giving
            effect to all distributions on such Distribution
            Date
            in such
            derivative confirmation).

           

          “Significance
            Percentage Calculation Date”: Shall mean no later than the respective
            Distribution Date.

           

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

           

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

           

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

           

          “Stepdown
            Date”: The earlier to occur of (i) the first Distribution Date immediately
            succeeding the Distribution Date on which the aggregate Certificate Principal
            Balance of the Class A Certificates has been reduced to zero and (ii)
            the later
            to occur of (x) the Distribution Date occurring in December 2009 and
            (y) the
            first Distribution Date on which the Credit Enhancement Percentage (calculated
            for this purpose only after taking into account payments of principal
            on the
            Mortgage Loans) for the Class A Certificates is equal to or greater than
            41.50%.

           

          “Subcontractor”
            means 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 any Servicer (or a Sub-Servicer of any
            Servicer),
            the Master Servicer, the Custodian or the Trust Administrator.

           

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


           

          “Sub-Servicer”
            means any Person that services Mortgage Loans on behalf of a Servicer,
            and is
            responsible for the performance (whether directly or through sub-servicers
            or
            Subcontractors) of a substantial portion of the material servicing functions
            required to be performed under this Agreement, any related Servicing
            Agreement
            or any sub-servicing agreement that are identified in Item 1122(d) of
            Regulation
            AB.

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Swap
            Collateral Account”: Shall mean the segregated trust account created and
            maintained by the Swap Administrator pursuant to Section 4.11
            hereof.

           

          “Swap
            Credit Support Annex”: The credit support annex dated the closing date between
            the Swap Provider and the Supplemental Interest Trust Trustee, which
            is annexed
            to and forms part of the Interest Rate Swap Agreement.

           

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

           

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

           

          “Swap
            Provider”: The swap provider under the Interest Rate Swap Agreement. Initially,
            the Swap Provider shall be Swiss Re Financial Products Corporation.

           

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

           

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

           

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

           

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

           

          “Termination
            Price”: As defined in Section 9.01.

           

          “Terminator”:
            As defined in Section 9.01.

           

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

           

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

           

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

           

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

           

          the
            Rolling-Three Month Delinquency Percentage exceeds 38.55% of the Credit
            Enhancement Percentage; or

           

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

           

          
            	
                    Distribution
                      Date Occurring In

                  	
                    Percentage

                  
	
                    December
                      2008 through November 2009 

                  	
                    1.40%
                      for the first month, plus an additional 1/12th of 1.70% for
                      each month
                      thereafter 

                  
	
                    December
                      2009 through November 2010 

                  	
                    3.10%
                      for the first month, plus an additional 1/12th of 1.75% for
                      each month
                      thereafter 

                  
	
                    December
                      2010 through November 2011 

                  	
                    4.85%
                      for the first month, plus an additional 1/12th of 1.40% for
                      each month
                      thereafter 

                  
	
                    December
                      2011 through November 2012 

                  	
                    6.25%
                      for the first month, plus an additional 1/12th of 0.75% for
                      each month
                      thereafter 

                  
	
                    December
                      2012 and thereafter

                  	
                    7.00%

                  


          

          


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

           

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

           

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

           

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

           

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

           

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

           

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


           

          
            	
                    Distribution
                      Date

                  	
                    REMIC
                      I Regular Interests

                  
	
                    1

                  	
                    I-1-A
                      through I-60-A

                  
	
                    2

                  	
                    I-2-A
                      through I-60-A

                  
	
                    3

                  	
                    I-3-A
                      through I-60-A

                  
	
                    4

                  	
                    I-4-A
                      through I-60-A

                  
	
                    5

                  	
                    I-5-A
                      through I-60-A

                  
	
                    6

                  	
                    I-6-A
                      through I-60-A

                  
	
                    7

                  	
                    I-7-A
                      through I-60-A

                  
	
                    8

                  	
                    I-8-A
                      through I-60-A

                  
	
                    9

                  	
                    I-9-A
                      through I-60-A

                  
	
                    10

                  	
                    I-10-A
                      through I-60-A

                  
	
                    11

                  	
                    I-11-A
                      through I-60-A

                  
	
                    12

                  	
                    I-12-A
                      through I-60-A

                  
	
                    13

                  	
                    I-13-A
                      through I-60-A

                  
	
                    14

                  	
                    I-14-A
                      through I-60-A

                  
	
                    15

                  	
                    I-15-A
                      through I-60-A

                  
	
                    16

                  	
                    I-16-A
                      through I-60-A

                  
	
                    17

                  	
                    I-17-A
                      through I-60-A

                  
	
                    18

                  	
                    I-18-A
                      through I-60-A

                  
	
                    19

                  	
                    I-19-A
                      through I-60-A

                  
	
                    20

                  	
                    I-20-A
                      through I-60-A

                  
	
                    21

                  	
                    I-21-A
                      through I-60-A

                  
	
                    22

                  	
                    I-22-A
                      through I-60-A

                  
	
                    23

                  	
                    I-23-A
                      through I-60-A

                  
	
                    24

                  	
                    I-24-A
                      through I-60-A

                  
	
                    25

                  	
                    I-25-A
                      through I-60-A

                  
	
                    26

                  	
                    I-26-A
                      through I-60-A

                  
	
                    27

                  	
                    I-27-A
                      through I-60-A

                  
	
                    28

                  	
                    I-28-A
                      through I-60-A

                  
	
                    29

                  	
                    I-29-A
                      through I-60-A

                  
	
                    30

                  	
                    I-30-A
                      through I-60-A

                  
	
                    31

                  	
                    I-31-A
                      through I-60-A

                  
	
                    32

                  	
                    I-32-A
                      through I-60-A

                  
	
                    33

                  	
                    I-33-A
                      through I-60-A

                  
	
                    34

                  	
                    I-34-A
                      through I-60-A

                  
	
                    35

                  	
                    I-35-A
                      through I-60-A

                  
	
                    36

                  	
                    I-36-A
                      through I-60-A

                  
	
                    37

                  	
                    I-37-A
                      through I-60-A

                  
	
                    38

                  	
                    I-38-A
                      through I-60-A

                  
	
                    39

                  	
                    I-39-A
                      through I-60-A

                  
	
                    40

                  	
                    I-40-A
                      through I-60-A

                  
	
                    41

                  	
                    I-41-A
                      through I-60-A

                  
	
                    42

                  	
                    I-42-A
                      through I-60-A

                  
	
                    43

                  	
                    I-43-A
                      through I-60-A

                  
	
                    44

                  	
                    I-44-A
                      through I-60-A

                  
	
                    45

                  	
                    I-45-A
                      through I-60-A

                  
	
                    46

                  	
                    I-46-A
                      through I-60-A

                  
	
                    47

                  	
                    I-47-A
                      through I-60-A

                  
	
                    48

                  	
                    I-48-A
                      through I-60-A

                  
	
                    49

                  	
                    I-49-A
                      through I-60-A

                  
	
                    50

                  	
                    I-50-A
                      through I-60-A

                  
	
                    51

                  	
                    I-51-A
                      through I-60-A

                  
	
                    52

                  	
                    I-52-A
                      through I-60-A

                  
	
                    53

                  	
                    I-53-A
                      through I-60-A

                  
	
                    54

                  	
                    I-54-A
                      through I-60-A

                  
	
                    55

                  	
                    I-55-A
                      through I-60-A

                  
	
                    56

                  	
                    I-56-A
                      through I-60-A

                  
	
                    57

                  	
                    I-57-A
                      through I-60-A

                  
	
                    58

                  	
                    I-58-A
                      through I-60-A

                  
	
                    59

                  	
                    I-59-A
                      and I-60-A

                  
	
                    60

                  	
                    I-60-A

                  
	
                    thereafter

                  	
                    $0.00

                  


          

          


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


           

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

           

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

           

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

           

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

           

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

           

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

           

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

           

          “Wells
            Fargo”: Wells Fargo Bank, N.A.

           

          “Wells
            Fargo Mortgage Loans”: The Mortgage Loans serviced by Wells Fargo.

          
             

             

            	SECTION
                    1.02.  	
                    Allocation
                      of Certain Interest Shortfalls.

                  


             

          

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

           

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

           

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

          
             

             

            	SECTION
                    1.03.  	
                    Rights
                      of the NIMS Insurer.

                  


             

          

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

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          

            ARTICLE
              II

             

            CONVEYANCE
              OF MORTGAGE LOANS;

            ORIGINAL
              ISSUANCE OF CERTIFICATES

             

            	SECTION
                    2.01.  	
                    Conveyance
                      of the Mortgage Loans.

                  


             

          

          The
            Depositor, concurrently with the execution and delivery hereof, does
            hereby
            transfer, assign, set over and otherwise convey to the Trustee without
            recourse,
            for the benefit of the Certificateholders, all the right, title and interest
            of
            the Depositor, including any security interest therein for the benefit
            of the
            Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
            Schedule, the rights of the Depositor under the Assignment Agreements,
            payments
            made to the Trust Administrator by the Swap Administrator under the Swap
            Administration Agreement and the Swap Account and all other assets included
            or
            to be included in REMIC I. Such assignment includes all interest and
            principal
            received by the Depositor or the Servicer on or with respect to the Mortgage
            Loans (other than payments of principal and interest due on such Mortgage
            Loans
            on or before the Cut-off Date). Any payments received on the Mortgage
            Loans
            after the Cut-off Date, whether in the form of Monthly Payments, Liquidation
            Proceeds, Insurance Proceeds, Principal Prepayments, Subsequent Recoveries
            or
            any other amounts collected on such Mortgage Loan, shall be used first
            to
            satisfy any amounts due on such Mortgage Loan on or prior to the Cut-off
            Date,
            to the Person and in the amount certified by the Servicer to the Depositor
            on
            the Closing Date. The Depositor herewith delivers to the Trustee executed
            originals of each Assignment Agreement.

           

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

          
             

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

             

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

             

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

             

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

             

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

             

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

             

          

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

           

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

           

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

           

          If
            any of
            the documents referred to in Sections 2.01(ii), (iii) or (iv) has, as
            of the
            Closing Date, been submitted for recording but either (x) has not been
            returned
            from the applicable public recording office or (y) has been lost or such
            public
            recording office has retained the original of such document, the obligations
            of
            the Depositor to deliver such documents shall be deemed to be satisfied
            upon (1)
            delivery to the Trustee (or the Custodian on behalf of the Trustee) of
            a copy of
            each such document certified by the related Originator in the case of
            (x) above
            or the applicable public recording office in the case of (y) above to
            be a true
            and complete copy of the original that was submitted for recording and
            (2) if
            such copy is certified by the related Originator, delivery to the Trustee
            (or
            the Custodian on behalf of the Trustee) promptly upon receipt thereof
            of either
            the original or a copy of such document certified by the applicable public
            recording office to be a true and complete copy of the original.

           

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

           

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

           

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

           

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

          
             

            	SECTION
                    2.02.  	
                    Acceptance
                      of REMIC I by Trustee.

                  


             

          

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

           

          The
            Trustee (or the Custodian on behalf of the Trustee) agrees to execute
            and
            deliver to the Depositor and the NIMS Insurer on or prior to the Closing
            Date an
            acknowledgment of receipt of the original Mortgage Notes (with any exceptions
            noted), substantially in the form attached as Exhibit C-3 hereto.

           

          The
            Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit
            of
            the Certificateholders and the NIMS Insurer, to review each Mortgage
            File and,
            within 45 days of the Closing Date, to deliver to the Depositor, the
            NIMS
            Insurer, the Trustee, the Servicer and the Master Servicer a certification
            in
            substantially the form attached hereto as Exhibit C-1 that, as to each
            Mortgage
            Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
            paid in
            full or any Mortgage Loan specifically identified in the exception report
            annexed thereto as not being covered by such certification), (i) all
            documents
            constituting part of such Mortgage File (other than such documents described
            in
            Section 2.01(v)) required to be delivered to it pursuant to this Agreement
            are
            in its possession, (ii) such documents have been reviewed by it and appear
            regular on their face and relate to such Mortgage Loan and (iii) based
            on its
            examination and only as to the foregoing, the information set forth in
            the
            Mortgage Loan Schedule that corresponds to items (1), (3), (12), (15)
            and (18)
            of the definition of “Mortgage Loan Schedule” accurately reflects information
            set forth in the Mortgage File. It is herein acknowledged that, in conducting
            such review, the Trustee (or the Custodian on behalf of the Trustee)
            is under no
            duty or obligation (i) to inspect, review or examine any such documents,
            instruments, certificates or other papers to determine whether they are
            genuine,
            enforceable, or appropriate for the represented purpose or whether they
            have
            actually been recorded or that they are other than what they purport
            to be on
            their face or (ii) to determine whether any Mortgage File should include
            any of
            the documents specified in clause (v) of Section 2.01.

           

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

           

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

           

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

           

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

           

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

          
             

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

                  


             

          

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

             

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

             

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

             

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

             

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

             

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

             

            	SECTION
                    2.04.  	
                    Reserved.

                  


             

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

                  


             

          

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

             

            (i)  HomEq
              is
              duly organized, validly existing, and in good standing under the laws
              of the
              jurisdiction of its formation and has all licenses necessary to carry
              on its
              business as now being conducted and is licensed, qualified and in good
              standing
              in the states where the Mortgaged Property is located if the laws of
              such state
              require licensing or qualification in order to conduct business of
              the type
              conducted by HomEq or to ensure the enforceability or validity of each
              Mortgage
              Loan; HomEq has the power and authority to execute and deliver this
              Agreement
              and to perform in accordance herewith; the execution, delivery and
              performance
              of this Agreement (including all instruments of transfer to be delivered
              pursuant to this Agreement) by HomEq and the consummation of the transactions
              contemplated hereby have been duly and validly authorized; this Agreement
              evidences the valid, binding and enforceable obligation of HomEq, subject
              to
              applicable bankruptcy, insolvency, reorganization, moratorium or other
              similar
              laws affecting the enforcement of creditors’ rights generally; and all requisite
              corporate action has been taken by HomEq to make this Agreement valid
              and
              binding upon HomEq in accordance with its terms;

             

            (ii)  The
              consummation of the transactions contemplated by this Agreement are
              in the
              ordinary course of business of HomEq and will not result in the material
              breach
              of any term or provision of the charter or by-laws of HomEq or result
              in the
              breach of any term or provision of, or conflict with or constitute
              a default
              under or result in the acceleration of any obligation under, any material
              agreement, indenture or loan or credit agreement or other instrument
              to which
              HomEq or its property is subject, or result in the violation of any
              law, rule,
              regulation, order, judgment or decree to which HomEq or its property
              is
              subject;

             

            (iii)  The
              execution and delivery of this Agreement by HomEq and the performance
              and
              compliance with its obligations and covenants hereunder do not require
              the
              consent or approval of any governmental authority or, if such consent
              or
              approval is required, it has been obtained;

             

            (iv)  This
              Agreement, and all documents and instruments contemplated hereby which
              are
              executed and delivered by HomEq, constitute and will constitute valid,
              legal and
              binding obligations of HomEq, enforceable in accordance with their
              respective
              terms, except as the enforcement thereof may be limited by applicable
              bankruptcy
              laws and general principles of equity;

             

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

             

            (vi)  There
              is
              no action, suit, proceeding or investigation pending or, to its knowledge,
              threatened against HomEq that, either individually or in the aggregate,
              (A) may
              result in any change in the business, operations, financial condition,
              properties or assets of HomEq that might prohibit or materially and
              adversely
              affect the performance by HomEq of its obligations under, or validity
              or
              enforceability of, this Agreement, or (B) may result in any material
              impairment
              of the right or ability of HomEq to carry on its business substantially
              as now
              conducted, or (C) would draw into question the validity or enforceability
              of
              this Agreement or of any action taken or to be taken in connection
              with the
              obligations of HomEq contemplated herein, or (D) would otherwise be
              likely to
              impair materially the ability of HomEq to perform under the terms of
              this
              Agreement;

             

            (vii)  No
              information, certificate of an officer, statement furnished in writing
              or report
              delivered to the Trustee or the Trust Administrator by HomEq in connection
              with
              the transactions contemplated hereby contains any untrue statement
              of a material
              fact;

             

            (viii)  HomEq
              covenants that its computer and other systems used in servicing the
              Mortgage
              Loans operate in a manner such that HomEq can service the Mortgage
              Loans in
              accordance with the terms of this Agreement;

             

            (ix)  HomEq
              will not waive any Prepayment Charge unless it is waived in accordance
              with the
              standard set forth in Section 3.01;

             

            (x)  HomEq
              has
              accurately and fully reported, and will continue to accurately and
              fully report
              on a monthly basis, its borrower credit files to each of the three
              national
              credit repositories in a timely manner;

             

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

             

            (xii)  HomEq
              will transmit full-file credit reporting data for each Mortgage Loan
              pursuant to
              Fannie Mae Guide Announcement 95-19 and that for each Mortgage Loan,
              HomEq
              agrees to report one of the following statuses each month as follows:
              new
              origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed
              or
              charged off.

             

            Wells
              Fargo, in its capacity as a Servicer, hereby represents, warrants and
              covenants
              to the Trust Administrator and the Trustee, for the benefit of each
              of the
              Trustee, the Trust Administrator, the Certificateholders and to the
              Depositor
              that as of the Closing Date or as of such date specifically provided
              herein:

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

                  


             

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

             

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

             

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

             

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

             

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

             

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

             

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

                  


             

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

             

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

             

            	SECTION
                    2.08.  	
                     Authorization
                      to Enter into Interest Rate Cap Agreement and Interest Rate
                      Swap
                      Agreement.

                  


             

            (a)  The
              Trust
              Administrator is hereby directed to execute and deliver the Interest
              Rate Cap
              Agreement on behalf of Party B (as defined therein) and to exercise
              the rights,
              perform the obligations, and make the representations of Party B thereunder,
              solely in its capacity as Trust Administrator on behalf of Party B
              (as defined
              therein) and not in its individual capacity. The Servicer, the Depositor
              and the
              Certificateholders (by acceptance of their Certificates) acknowledge
              and agree
              that (i) the Trust Administrator shall execute and deliver the Interest
              Rate Cap
              Agreement on behalf of Party B (as defined therein), (ii) the Trust
              Administrator shall exercise the rights, perform the obligations, and
              make the
              representations of Party B thereunder, solely in its capacity as Trust
              Administrator on behalf of Party B, as defined therein) and not in
              its
              individual capacity, and (iii) the Trust Administrator shall be entitled
              to
              exercise the rights and is obligated to perform the obligations of
              Party B under
              the Interest Rate Cap Agreement. Every provision of this Agreement
              relating to
              the conduct or affecting the liability of or affording protection to
              the Trust
              Administrator shall apply to the Trust Administrator’s execution of the Interest
              Rate Cap Agreement, and the performance of its duties and satisfaction
              of its
              obligations thereunder.

             

            (b)  The
              Trust
              Administrator (in its capacity as Supplemental Interest Trust Trustee)
              is hereby
              directed to execute and deliver the Interest Rate Swap Agreement on
              behalf of
              Party B (as defined therein) and to exercise the rights, perform the
              obligations, and make the representations of Party B thereunder, solely
              in its
              capacity as Supplemental Interest Trust Trustee on behalf of Party
              B (as defined
              therein) and not in its individual capacity. The Servicer, the Depositor
              and the
              Certificateholders (by acceptance of their Certificates) acknowledge
              and agree
              that (i) the Trust Administrator (in its capacity as Supplemental Interest
              Trust
              Trustee) shall execute and deliver the Interest Rate Swap Agreement
              on behalf of
              Party B (as defined therein), (ii) the Trust Administrator (in its
              capacity as
              Supplemental Interest Trust Trustee) shall exercise the rights, perform
              the
              obligations, and make the representations of Party B thereunder, solely
              in its
              capacity as Supplemental Interest Trust Trustee on behalf of Party
              B as defined
              therein) and not in its individual capacity, and (iii) the Trust Administrator
              (in its capacity as Supplemental Interest Trust Trustee) shall be entitled
              to
              exercise the rights and is obligated to perform the obligations of
              Party B under
              the Interest Rate Swap Agreement. 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 (in its
              capacity as Supplemental Interest Trust Trustee) of the Interest Rate
              Swap
              Agreement, and the performance of its duties and satisfaction of its
              obligations
              thereunder.

             

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          

            ARTICLE
              III

             

            ADMINISTRATION
              AND SERVICING 

            OF
              THE
              MORTGAGE LOANS

             

            	SECTION
                    3.01.  	
                    Servicer
                      to Act as Servicer.

                  


             

            Unless
              otherwise specified, all references to actions to be taken or previously
              taken
              by “the Servicer” under this Article III or any other provision of this
              Agreement with respect to a Mortgage Loan or Mortgage Loans or with
              respect to
              an REO Property or REO Properties shall be to actions to be taken or
              previously
              taken by the related Servicer with respect to a Mortgage Loan or Mortgage
              Loans
              serviced thereby or with respect to an REO Property or REO Properties
              administered thereby. Furthermore, unless otherwise specified, all
              references to
              actions to be taken or previously taken by “the Servicer” under this Article III
              or any other provision of this Agreement with respect to “the Collection
              Account” or “the Servicing Account” shall be to actions to be taken or
              previously taken by each Servicer with respect to the Collection Account
              or the
              Escrow Account to be established and maintained thereby. Consistent
              with the
              foregoing, but only insofar as the context so permits, this Article
              III is to be
              read with respect to each Servicer as if such Servicer alone was servicing
              and
              administering its respective Mortgage Loans hereunder.

             

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

             

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

             

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

             

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

             

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

             

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

             

            To
              the
              extent consistent with the foregoing, the Servicer shall seek to maximize
              the
              timely and complete recovery of principal and interest on the Mortgage
              Notes.
              Subject only to the above-described servicing standards and the terms
              of this
              Agreement and of the Mortgage Loans, the Servicer shall have full power
              and
              authority, acting alone or through Sub-Servicers as provided in Section
              3.02, to
              do or cause to be done any and all things in connection with such servicing
              and
              administration which it may deem necessary or desirable. Without limiting
              the
              generality of the foregoing, the Servicer in its own name or in the
              name of a
              Sub-Servicer or in the name of the Trustee, solely in its capacity
              as Trustee of
              the Trust, is hereby authorized and empowered by the Trustee when the
              Servicer
              believes it appropriate in its best judgment in accordance with the
              servicing
              standards set forth above, to execute and deliver, on behalf of the
              Certificateholders and the Trustee, any and all instruments of satisfaction
              or
              cancellation, or of partial or full release or discharge, and all other
              comparable instruments, with respect to the Mortgage Loans and the
              Mortgaged
              Properties and to institute foreclosure proceedings or obtain a deed-in-lieu
              of
              foreclosure so as to convert the ownership of such properties, and
              to hold or
              cause to be held title to such properties, on behalf of the Trustee
              and
              Certificateholders. The Servicer shall service and administer the Mortgage
              Loans
              in accordance with applicable state and federal law and shall provide
              to the
              Mortgagors any reports required to be provided to them thereby. The
              Servicer
              shall also comply in the performance of this Agreement with all reasonable
              rules
              and requirements of each insurer under any standard hazard insurance
              policy.
              Subject to Section 3.17, within fifteen (15) days of the Closing Date,
              the
              Trustee shall execute, at the written request of the Servicer, and
              furnish to
              the Servicer and any Sub-Servicer any special or limited powers of
              attorney and
              other documents necessary or appropriate to enable the Servicer or
              any
              Sub-Servicer to carry out their servicing and administrative duties
              hereunder;
provided,
              such
              limited powers of attorney or other documents shall be prepared by
              the Servicer
              and submitted to the Trustee for execution. The Trustee shall not be
              liable for
              the actions of the Servicer or any Sub-Servicers under such powers
              of
              attorney.

             

            The
              Servicer further is authorized and empowered by the Trustee, on behalf
              of the
              Certificateholders and the Trustee, in its own name or in the name
              of the
              Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may
              be,
              believes it is appropriate in its best judgment to register any Mortgage
              Loan on
              the MERS® System, or cause the removal from the registration of any Mortgage
              Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
              the Certificateholders or any of them, any and all instruments of assignment
              and
              other comparable instruments with respect to such assignment or re-recording
              of
              a Mortgage in the name of MERS, solely as nominee for the Trustee and
              its
              successors and assigns. Any reasonable expenses incurred in connection
              with the
              actions described in the preceding sentence or as a result of MERS
              discontinuing
              or becoming unable to continue operations in connection with the MERS® System,
              shall be reimbursable to the Servicer by withdrawal from the Collection
              Account
              pursuant to Section 3.11.

             

            Subject
              to Section 3.09 hereof, in accordance with the standards of the preceding
              paragraph, the Servicer, on escrowed accounts, 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
              Servicing
              Advances reimbursable in the first instance from related collections
              from the
              Mortgagors pursuant to Section 3.09, and further as provided in Section
              3.11.
              Any cost incurred by the Servicer or by Sub-Servicers in effecting
              the payment
              of taxes and assessments on a Mortgaged Property shall not, for the
              purpose of
              calculating distributions to Certificateholders, be added to the unpaid
              Stated
              Principal Balance of the related Mortgage Loan, notwithstanding that
              the terms
              of such Mortgage Loan so permit, provided, however, that the Servicer
              may
              capitalize the amount of any Servicing Advances incurred pursuant to
              this
              Section 3.01 in connection with the modification of a Mortgage Loan,
              subject to
              Section 3.07.

             

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

             

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

             

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

                  


             

            (a)  The
              Servicer may enter into Sub-Servicing Agreements with Sub-Servicers,
              which may
              be Affiliates of the Servicer, for the servicing and administration
              of the
              Mortgage Loans; provided, however, that (i) such sub-servicing arrangement
              and
              the terms of the related Sub-Servicing Agreement must provide for the
              servicing
              of the Mortgage Loans in a manner consistent with the servicing arrangement
              contemplated hereunder and (ii) the NIMS Insurer shall have consented
              to such
              Sub-Servicing Agreement. The Trustee is hereby authorized to acknowledge,
              at the
              request of the Servicer, any Sub-Servicing Agreement that the Servicer
              certifies
              in writing to the Trustee meets the requirements applicable to Sub-Servicing
              Agreements set forth in this Agreement and that is otherwise permitted
              under
              this Agreement.. 

             

            Each
              Sub-Servicer shall be (i) authorized to transact business in the state
              or states
              where the related Mortgaged Properties it is to service are situated,
              if and to
              the extent required by applicable law to enable the Sub-Servicer to
              perform its
              obligations hereunder and under the Sub-Servicing Agreement and (ii)
              a Freddie
              Mac or Fannie Mae approved mortgage servicer. Each Sub-Servicing Agreement
              must
              impose on the Sub-Servicer requirements conforming to the provisions
              set forth
              in Section 3.08, 3.20, 3.21 and 4.06 and provide for servicing of the
              Mortgage
              Loans consistent with the terms of this Agreement. The Servicer will
              examine
              each Sub-Servicing Agreement and will be familiar with the terms thereof.
              The
              terms of any Sub-Servicing Agreement will not be inconsistent with
              any of the
              provisions of this Agreement. Any material variations in any Sub-Servicing
              Agreements from the provisions set forth in Section 3.08 relating to
              insurance
              or priority requirements of Sub-Servicing Accounts, or credits and
              charges to
              the Sub- Servicing Accounts or the timing and amount of remittances
              by the
              Sub-Servicers to the Servicer, Section 3.20 or Section 3.21, are conclusively
              deemed to be inconsistent with this Agreement and therefore prohibited.
              The
              Servicer shall deliver to the Trust Administrator, the Master Servicer,
              the NIMS
              Insurer and the Trustee copies of all Sub-Servicing Agreements, and
              any
              amendments or modifications thereof, promptly upon the Servicer’s execution and
              delivery of such instruments.

             

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

             

            	SECTION
                    3.03.  	
                    Successor
                      Sub-Servicers.

                  


             

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

             

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

             

            	SECTION
                    3.04.  	
                    Liability
                      of the Servicer.

                  


             

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

             

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

                  


             

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

             

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

                  


             

            In
              the
              event the Servicer shall for any reason no longer be the Servicer (including
              by
              reason of the occurrence of a Servicer Event of Default), the Master
              Servicer
              or, if the Master Servicer is the Servicer, the Trustee (or the successor
              servicer appointed pursuant to Section 7.02), as applicable, shall
              thereupon
              assume all of the rights and obligations of the Servicer under each
              Sub-Servicing Agreement that the Servicer may have entered into, unless
              the
              Master Servicer or the Trustee, as applicable, elects to terminate
              any
              Sub-Servicing Agreement in accordance with its terms as provided in
              Section
              3.03. Upon such assumption, the Master Servicer or the Trustee (or
              the successor
              servicer appointed pursuant to Section 7.02), as applicable, shall
              be deemed,
              subject to Section 3.03, to have assumed all of the departing Servicer’s
              interest therein and to have replaced the departing Servicer as a party
              to each
              Sub-Servicing Agreement to the same extent as if each Sub-Servicing
              Agreement
              had been assigned to the assuming party, except that (i) the departing
              Servicer
              shall not thereby be relieved of any liability or obligations under
              any
              Sub-Servicing Agreement that arose before it ceased to be the Servicer
              and (ii)
              none of the Trust Administrator nor any successor Servicer shall be
              deemed to
              have assumed any liability or obligation of the Servicer that arose
              before it
              ceased to be the Servicer.

             

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

             

            	SECTION
                    3.07.  	
                    Collection
                      of Certain Mortgage Loan Payments.

                  


             

            The
              Servicer shall make reasonable efforts, in accordance with the servicing
              standards set forth in Section 3.01, to collect all payments called
              for under
              the terms and provisions of the Mortgage Loans and the provisions of
              any
              applicable insurance policies provided to the Servicer. Consistent
              with the
              foregoing, the Servicer may in its discretion (i) waive any late payment
              charge
              or, if applicable, any penalty interest, (ii) waive any provisions
              of any
              Mortgage Loan requiring the related Mortgagor to submit to mandatory
              arbitration
              with respect to disputes arising thereunder or (iii) extend the due
              dates for
              the Monthly Payments due on a Mortgage Note for a period of not greater
              than 180
              days; provided, however, that any extension pursuant to clause (iii)
              above shall
              not affect the amortization schedule of any Mortgage Loan for purposes
              of any
              computation hereunder, except as provided below. In the event of any
              such
              arrangement pursuant to clause (iii) above, the Servicer shall make
              timely
              Advances on such Mortgage Loan during such extension pursuant to Section
              4.03
              and in accordance with the amortization schedule of such Mortgage Loan
              without
              modification thereof by reason of such arrangement. Notwithstanding
              the
              foregoing, in the event that any Mortgage Loan is in default or, in
              the judgment
              of the Servicer, such default is reasonably foreseeable, the Servicer,
              consistent with the standards set forth in Section 3.01, may also waive,
              modify
              or vary any term of such Mortgage Loan (including, but not limited
              to,
              modifications that would change the Mortgage Rate, forgive the payment
              of
              principal or interest or extend the final maturity date of such Mortgage
              Loan),
              accept payment from the related Mortgagor of an amount less than the
              Stated
              Principal Balance in final satisfaction of such Mortgage Loan, or consent
              to the
              postponement of strict compliance with any such term or otherwise grant
              indulgence to any Mortgagor (any and all such waivers, modifications,
              variances,
              forgiveness of principal or interest, postponements, or indulgences
              collectively
              referred to herein as “forbearance”). The Servicer’s analysis supporting any
              forbearance and the conclusion that any forbearance meets the standards
              of
              Section 3.01 shall be reflected in writing in the Mortgage File or
              the
              Servicer’s books and records.

             

            	SECTION
                    3.08.  	
                    Sub-Servicing
                      Accounts.

                  


             

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

             

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

                  


             

            The
              Servicer shall establish and maintain, or cause to be established and
              maintained, one or more accounts (the “Servicing Accounts”), into which
              all
              collections from the Mortgagors (or related advances from Sub-Servicers)
              for the
              payment of taxes, assessments, fire, flood, and hazard insurance premiums,
              hazard insurance proceeds (to the extent such amounts are to be applied
              to the
              restoration or repair of the property) and comparable items for the
              account of
              the Mortgagors (“Escrow Payments”) shall
              be
              deposited and retained. Servicing Accounts shall be Eligible Accounts.
              The
              Servicer shall deposit in the clearing account in which it customarily
              deposits
              payments and collections on mortgage loans in connection with its mortgage
              loan
              servicing activities on a daily basis, and in no event more than one
              Business
              Day after the Servicer’s receipt thereof, all Escrow Payments collected on
              account of the Mortgage Loans and shall thereafter deposit such Escrow
              Payments
              in the Servicing Accounts, in no event more than two Business Days
              after the
              receipt of such Escrow Payments, all Escrow Payments collected on account
              of the
              Mortgage Loans for the purpose of effecting the payment of any such
              items as
              required under the terms of this Agreement. Withdrawals of amounts
              from a
              Servicing Account may be made only to (i) effect payment of taxes,
              assessments,
              hazard insurance premiums, and comparable items in a manner and at
              a time that
              assures that the lien priority of the Mortgage is not jeopardized (or,
              with
              respect to the payment of taxes, in a manner and at a time that avoids
              the loss
              of the Mortgaged Property due to a tax sale or the foreclosure as a
              result of a
              tax lien); (ii) reimburse the Servicer (or a Sub-Servicer to the extent
              provided
              in the related Sub-Servicing Agreement) out of related collections
              for any
              Servicing Advances made pursuant to Section 3.01 (with respect to taxes
              and
              assessments) and Section 3.14 (with respect to hazard insurance); (iii)
              refund
              to Mortgagors any sums as may be determined to be overages; (iv) pay
              interest,
              if required and as described below, to Mortgagors on balances in the
              Servicing
              Account; or (v) clear and terminate the Servicing Account at the termination
              of
              the Servicer’s obligations and responsibilities in respect of the Mortgage Loans
              under this Agreement in accordance with Article IX. In the event the
              Servicer
              shall deposit in a Servicing Account any amount not required to be
              deposited
              therein or any amount previously deposited therein is unpaid by the
              related
              Mortgagor’s banking institution, it may at any time withdraw such amount from
              such Servicing Account, any provision herein to the contrary notwithstanding.
              The Servicer will be responsible for the administration of the Servicing
              Accounts and will be obligated to make Servicing Advances to such accounts
              when
              and as necessary to avoid the lapse of insurance coverage on the Mortgaged
              Property, or which the Servicer knows, or in the exercise of the required
              standard of care of the Servicer hereunder should know, is necessary
              to avoid
              the loss of the Mortgaged Property due to a tax sale or the foreclosure
              as a
              result of a tax lien. If any such payment has not been made and the
              Servicer
              receives notice of a tax lien with respect to the Mortgage being imposed,
              the
              Servicer will, within 10 Business Days of receipt of such notice, advance
              or
              cause to be advanced funds necessary to discharge such lien on the
              Mortgaged
              Property. As part of its servicing duties, the Servicer or Sub-Servicers
              shall
              pay to the Mortgagors interest on funds in the Servicing Accounts,
              to the extent
              required by law and, to the extent that interest earned on funds in
              the
              Servicing Accounts is insufficient, to pay such interest from its or
              their own
              funds, without any reimbursement therefor. The Servicer may pay to
              itself any
              excess interest on funds in the Servicing Accounts, to the extent such
              action is
              in conformity with the servicing standard set forth in Section 3.01,
              is
              permitted by law and such amounts are not required to be paid to Mortgagors
              or
              used for any of the other purposes set forth above.

             

            	SECTION
                    3.10.  	
                    Collection
                      Account.

                  


             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

            (b)  On
              behalf
              of the Trust Fund, the Servicer shall deliver to the Trust Administrator
              in
              immediately available funds for deposit in the Distribution Account
              (i) on the
              Servicer Remittance Date, that portion of the Available Funds (calculated
              without regard to the references in the definition thereof to amounts
              that may
              be withdrawn from the Distribution Account) for the related Distribution
              Date
              then on deposit in the Collection Account, the amount of all Prepayment
              Charges
              or any Originator Prepayment Charge Payment Amounts collected during
              the
              applicable Prepayment Period by the Servicer and Servicer Prepayment
              Charge
              Payment Amounts in connection with the Principal Prepayment of any
              of the
              Mortgage Loans then on deposit in the Collection Account, the amount
              of any
              funds reimbursable to an Advancing Person pursuant to Section 3.26
              (unless such
              amounts are to be remitted in another manner as specified in the documentation
              establishing the related Advance Facility) and (ii) on each Business
              Day as of
              the commencement of which the balance on deposit in the Collection
              Account
              exceeds $75,000 following any withdrawals pursuant to the next succeeding
              sentence, the amount of such excess, but only if the Collection Account
              constitutes an Eligible Account solely pursuant to clause (ii) of the
              definition
              of “Eligible Account.” If the balance on deposit in the Collection Account
              exceeds $75,000 as of the commencement of business on any Business
              Day and the
              Collection Account does not qualify as an Eligible Account pursuant
              to clauses
              (i), (iii) or (iv) of the definition of “Eligible Account,” the Servicer shall,
              on or before 4:00 p.m. New York time on such Business Day, withdraw
              from the
              Collection Account any and all amounts payable or reimbursable to the
              Servicer,
              the Advancing Person, the Trustee, the Trust Administrator or any Sub-Servicer
              pursuant to Section 3.11 and shall pay such amounts to the Persons
              entitled
              thereto.

             

            (c)  Funds
              in
              the Collection Account may be invested in Permitted Investments in
              accordance
              with the provisions set forth in Section 3.12. Wells Fargo, in its
              capacity as a
              Servicer, shall give written notice to the Trust Administrator (who
              shall
              provide notice to the Depositor, the Master Servicer and the NIMS Insurer)
              of
              the location of the Collection Account maintained by it when established
              and
              prior to any change thereof and HomEq, in its capacity as a Servicer,
              shall give
              written notice to the Trust Administrator, the Depositor, the Master
              Servicer
              and the NIMS Insurer) of the location of the Collection Account maintained
              by it
              when established and prior to any change thereof. The Trust Administrator
              shall
              give notice to the NIMS Insurer, the Servicer and the Depositor of
              the location
              of the Distribution Account when established and prior to any change
              thereof.


             

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

             

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

             

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

             

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

             

            (iv)    
               any
              Compensating Interest to be deposited pursuant to Section 3.24 in connection
              with any Prepayment Interest Shortfall; and

             

            (v)     
               any
              amounts required to be paid to the Trustee pursuant to the Agreement,
              including,
              but not limited to Section 3.06 and Section 7.02.

             

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

             

            	SECTION
                    3.11.  	
                    Withdrawals
                      from the Collection Account

                  


             

            (a)  The
              Servicer shall, from time to time, make withdrawals from the Collection
              Account
              for any of the following purposes, without priority, or as described
              in Section
              4.04:

             

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

             

            (ii)  subject
              to Section 3.16(d), to reimburse the Servicer for (a) any unreimbursed
              Advances
              to the extent of amounts received which represent Late Collections
              (net of the
              related Servicing Fees), Liquidation Proceeds and Insurance Proceeds
              on Mortgage
              Loans or REO Properties with respect to which such Advances were made
              in
              accordance with the provisions of Section 4.04; or (b) without limiting
              any
              right of withdrawal set forth in clause (vi) below, any unreimbursed
              Advances
              that, upon a Final Recovery Determination with respect to such Mortgage
              Loan,
              are Nonrecoverable Advances, but only to the extent that Late Collections,
              Liquidation Proceeds and Insurance Proceeds received with respect to
              such
              Mortgage Loan are insufficient to reimburse the Servicer for such unreimbursed
              Advances;

             

            (iii)  subject
              to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any
              unpaid
              Servicing Fees, (b) any unreimbursed Servicing Advances with respect
              to each
              Mortgage Loan, but only to the extent of any Late Collections, Liquidation
              Proceeds and Insurance Proceeds received with respect to such Mortgage
              Loan or
              REO Property, and (c) without limiting any right of withdrawal set
              forth in
              clause (vi) below, any Servicing Advances made with respect to a Mortgage
              Loan
              that, upon a Final Recovery Determination with respect to such Mortgage
              Loan are
              Nonrecoverable Advances, but only to the extent that Late Collections,
              Liquidation Proceeds and Insurance Proceeds received with respect to
              such
              Mortgage Loan are insufficient to reimburse the Servicer or any Sub-Servicer
              for
              Servicing Advances;

             

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

             

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

             

            (vi)  to
              reimburse the Servicer for (a) any Advance or Servicing Advance previously
              made
              which the Servicer has determined to be a Nonrecoverable Advance in
              accordance
              with the provisions of Section 4.03 and (b) following the liquidation
              of a
              second lien Mortgage Loan, any unpaid Servicing Fees for the six-month
              period
              immediately following the last paid through date with respect to such
              Mortgage
              Loan, to the extent not recoverable from Liquidation Proceeds, Insurance
              Proceeds or other amounts received with respect to the related second
              lien
              Mortgage Loan; 

             

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

             

            (viii)  to
              reimburse the Servicer or the Depositor for expenses incurred by or
              reimbursable
              to the Servicer or the Depositor pursuant to Section 6.03; 

             

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

             

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

             

            (xi)  to
              reimburse the Servicer for any Advance or Servicing Advance made with
              respect to
              a delinquent Mortgage Loan which has been modified by the Servicer
              in accordance
              with the terms of this Agreement but only after receipt by the Servicer
              of three
              (3) consecutive payments following such modification;

             

            (xii)  to
              invest
              funds in Permitted Investments in accordance with Section 3.12;

             

            (xiii)  to
              clear
              and terminate the Collection Account pursuant to Section 9.01; and

             

            (xiv)  to
              make
              reimbursements for amounts owed on Mortgage Loans on or prior to the
              Cut-off
              Date pursuant to Section 2.01 of this Agreement.

             

            (b)  The
              foregoing requirements for withdrawal from the Collection Account shall
              be
              exclusive. In the event the Servicer shall deposit in the Collection
              Account any
              amount not required to be deposited therein or any amount previously
              deposited
              therein is unpaid by the related Mortgagor’s banking institution, it may at any
              time withdraw such amount from the Collection Account, any provision
              herein to
              the contrary notwithstanding. 

             

            (c)  The
              Servicer shall keep and maintain separate accounting, on a Mortgage
              Loan by
              Mortgage Loan basis, for the purpose of justifying any withdrawal from
              the
              Collection Account, to the extent held by or on behalf of it, pursuant
              to
              subclauses (ii), (iii), (iv), (v), (vi) and (vii) above. The Servicer
              shall
              provide written notification to the NIMS Insurer and the Trust Administrator,
              on
              or prior to the next succeeding Servicer Remittance Date, upon making
              any
              withdrawals from the Collection Account pursuant to subclause (vi)
              above;
              provided that a Servicing Officer’s certification in the form described under
              Section 4.03(d) shall suffice for such written notification to the
              Trust
              Administrator in respect hereof.

             

            	SECTION
                    3.12.  	
                    Investment
                      of Funds in the Collection Account.

                  


             

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

             

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

             

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

             

            (b)  All
              income and gain realized from the investment of funds deposited in
              the
              Collection Account and any REO Account held by or on behalf of the
              Servicer
              shall be for the benefit of the Servicer and shall be subject to its
              withdrawal
              in accordance with Section 3.11 or Section 3.23, as applicable. The
              Servicer
              shall deposit in the Collection Account or any REO Account, as applicable,
              the
              amount of any loss of principal incurred in respect of any such Permitted
              Investment made with funds in such Account immediately upon realization
              of such
              loss.

             

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

             

            	SECTION
                    3.13.  	
                    [Reserved].

                  


             

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

                  


             

            (a) The
              Servicer shall cause to be maintained for each Mortgage Loan hazard
              insurance
              with extended coverage on the Mortgaged Property in an amount which
              is at least
              equal to the least of (i) the current Principal Balance of such Mortgage
              Loan,
              (ii) the amount necessary to fully compensate for any damage or loss
              to the
              improvements that are a part of such property on a replacement cost
              basis and
              (iii) the maximum insurable value of the improvements which are part
              of such
              Mortgaged Property, in each case in an amount not less than such amount
              as is
              necessary to avoid the application of any coinsurance clause contained
              in the
              related hazard insurance policy. The Servicer shall also cause to be
              maintained
              hazard insurance with extended coverage on each REO Property in an
              amount which
              is at least equal to the least of (i)
              the
              outstanding Principal Balance of the related Mortgage Loan at the time
              it became
              an REO Property, (ii) the maximum insurable value of the improvements
              which are
              part of such REO Property and (iii) solely with respect to the Mortage
              Loans
              serviced by Wells Fargo, 100%
              of the insurable value on a replacement cost basis of the improvements
              securing
              such Mortgage Loan.
              The
              Servicer will comply in the performance of this Agreement with all
              reasonable
              rules and requirements of each insurer under any such hazard policies.
              Any
              amounts to be collected by the Servicer under any such policies (other
              than
              amounts to be applied to the restoration or repair of the property
              subject to
              the related Mortgage or amounts to be released to the Mortgagor in
              accordance
              with the procedures that the Servicer would follow in servicing loans
              held for
              its own account, subject to the terms and conditions of the related
              Mortgage and
              Mortgage Note) shall be deposited in the Collection Account, subject
              to
              withdrawal pursuant to Section 3.11, if received in respect of a Mortgage
              Loan,
              or in the REO Account, subject to withdrawal pursuant to Section 3.23,
              if
              received in respect of an REO Property. Any cost incurred by the Servicer
              in
              maintaining any such insurance shall not, for the purpose of calculating
              distributions to Certificateholders, be added to the unpaid Principal
              Balance of
              the related Mortgage Loan, notwithstanding that the terms of such Mortgage
              Loan
              so permit; provided, however, that the Servicer may capitalize the
              amount of any
              Servicing Advances incurred pursuant to this Section 3.14 in connection
              with the
              modification of a Mortgage Loan. It is understood and agreed that no
              earthquake
              or other additional insurance is to be required of any Mortgagor other
              than
              pursuant to such applicable laws and regulations as shall at any time
              be in
              force and as shall require such additional insurance. If at any time
              during the
              term of the Mortgage Loan, the Servicer determines, in accordance with
              applicable law, that a Mortgaged Property is located in a special flood
              hazard
              area and is not covered by flood insurance or is covered in an amount
              less than
              the amount required by the Flood Disaster Protection Act of 1973, as
              amended,
              the Servicer shall notify the related Mortgagor that the Mortgagor
              must obtain
              such flood insurance coverage, and if said Mortgagor fails to obtain
              the
              required flood insurance coverage within forty-five (45) days after
              such
              notification, the Servicer shall immediately force place the required
              flood
              insurance on the Mortgagor’s behalf. Such flood insurance shall be in an amount
              equal to the least of (i) the unpaid Principal Balance of the related
              Mortgage
              Loan, (ii) the maximum amount of such insurance available for the related
              Mortgaged Property under the national flood insurance program (assuming
              that the
              area in which such Mortgaged Property is located is participating in
              such
              program) and (iii) the maximum insurable value of the improvements
              which are
              part of such Mortgaged Property.

             

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

             

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

             

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

                  


             

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

             

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

             

            	SECTION
                    3.16.  	
                    Realization
                      Upon Defaulted Mortgage Loans.

                  


             

            (a)  The
              Servicer shall use its best efforts, consistent with the servicing
              standards set
              forth in Section 3.01, to foreclose upon or otherwise comparably convert
              the
              ownership of properties securing such of the Mortgage Loans as come
              into and
              continue in default and as to which no satisfactory arrangements can
              be made for
              collection of delinquent payments pursuant to Section 3.07. The Servicer
              shall
              be responsible for all costs and expenses incurred by it in any such
              proceedings; provided, however, that such costs and expenses will be
              recoverable
              as Servicing Advances by the Servicer as contemplated in Section 3.11(a)
              and
              Section 3.23. The foregoing is subject to the provision that, in any
              case in
              which a Mortgaged Property shall have suffered damage from an Uninsured
              Cause,
              the Servicer shall not be required to expend its own funds toward the
              restoration of such property unless it shall determine in its discretion
              that
              such restoration will increase the proceeds of liquidation of the related
              Mortgage Loan after reimbursement to itself for such expenses. With
              respect to
              any second lien Mortgage Loan for which the related first lien mortgage
              loan is
              not included in the Trust Fund, if, after such Mortgage Loan becomes
              180 days or
              more delinquent, the Servicer determines that a significant recovery
              is not
              possible through foreclosure, such Mortgage Loan may be charged off
              and the
              Mortgage Loan will be treated as a Liquidated Mortgage Loan giving
              rise to a
              Realized Loss.

             

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

             

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

             

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

             

            The
              Servicer shall forward a copy of the environmental audit report to
              the
              Depositor, the Master Servicer and the NIMS Insurer. Notwithstanding
              the
              foregoing, if such environmental audit reveals, or if the Servicer
              has actual
              knowledge or notice, that such Mortgaged Property contains such wastes
              or
              substances, the Servicer shall not foreclose or accept a deed in lieu
              of
              foreclosure without the prior written consent of the NIMS Insurer.

             

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

             

            If
              the
              Servicer determines, as described above, that it is in the best economic
              interest of the Trust Fund to take such actions as are necessary to
              bring any
              such Mortgaged Property into compliance with applicable environmental
              laws, or
              to take such action with respect to the containment, clean-up or remediation
              of
              hazardous substances, hazardous materials, hazardous wastes or petroleum-based
              materials affecting any such Mortgaged Property, then the Servicer
              shall take
              such action as it deems to be in the best economic interest of the
              Trust Fund;
              provided that any amounts disbursed by the Servicer pursuant to this
              Section
              3.16(b) shall constitute Servicing Advances, subject to Section 4.03(d).
              The
              cost of any such compliance, containment, clean-up or remediation shall
              be
              advanced by the Servicer, subject to the Servicer’s right to be reimbursed
              therefor from the Collection Account as provided in Section 3.11(a)(vii),
              such
              right of reimbursement being prior to the rights of Certificateholders
              to
              receive any amount in the Collection Account received in respect of
              the affected
              Mortgage Loan or other Mortgage Loans.

             

            (c)  The
              Servicer or the NIMS Insurer may, at its option, purchase a Mortgage
              Loan which
              has become 90 or more days delinquent or for which the Servicer has
              accepted a
              deed in lieu of foreclosure. Prior to purchase pursuant to this Section
              3.16(c),
              the Servicer shall be required to continue to make Advances pursuant
              to Section
              4.03. If the Servicer or the NIMS Insurer purchases any delinquent
              Mortgage
              Loans pursuant to this Section 3.16(c), it must purchase Mortgage Loans
              that are
              delinquent the greatest number of days before it may purchase any that
              are
              delinquent any fewer number of days. The Servicer or the NIMS Insurer
              shall
              purchase such delinquent Mortgage Loan at a price equal to the Purchase
              Price of
              such Mortgage Loan. Any such purchase of a Mortgage Loan pursuant to
              this
              Section 3.16(c) shall be accomplished by deposit in the Collection
              Account of
              the amount of the Purchase Price. Upon the satisfaction of the requirements
              set
              forth in Section 3.17(a), the Custodian on behalf of the Trustee shall
              immediately deliver the Mortgage File and any related documentation
              to the
              Servicer or the NIMS Insurer and the Trustee will execute such documents
              provided to it as are necessary to convey the Mortgage Loan to the
              Servicer or
              the NIMS Insurer, as applicable.

             

            (d)  Proceeds
              received in connection with any Final Recovery Determination, as well
              as any
              recovery resulting from a partial collection of Insurance Proceeds,
              Liquidation
              Proceeds or condemnation proceeds, in respect of any Mortgage Loan,
              will be
              applied in the following order of priority: first, to make reimbursements
              for
              amounts owed on the Mortgage Loans on or prior to the Cut-off Date
              pursuant to
              Section 2.01 of this Agreement, second, to unpaid Servicing Fees; third,
              to
              reimburse the Servicer or any Sub-Servicer for any related unreimbursed
              Servicing Advances pursuant to Section 3.11(a)(iii) and Advances pursuant
              to
              Section 3.11(a)(ii); fourth, to accrued and unpaid interest on the
              Mortgage
              Loan, to the date of the Final Recovery Determination, or to the Due
              Date prior
              to the Distribution Date on which such amounts are to be distributed
              if not in
              connection with a Final Recovery Determination; and fifth, as a recovery
              of
              principal of the Mortgage Loan. The portion of the recovery so allocated
              to
              unpaid Servicing Fees shall be reimbursed to the Servicer or any Sub-Servicer
              pursuant to Section 3.11(a)(iii). 

             

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

                  


             

            (a)  Upon
              the
              payment in full of any Mortgage Loan, or the receipt by the Servicer
              of a
              notification that payment in full shall be escrowed in a manner customary
              for
              such purposes, the Servicer will immediately notify the Custodian,
              on behalf of
              the Trustee by a certification and shall deliver to the Custodian,
              in written
              (with two executed copies) or electronic format, a Request for Release
              in the
              form of Exhibit E hereto (which certification shall include a statement
              to the
              effect that all amounts received or to be received in connection with
              such
              payment which are required to be deposited in the Collection Account
              pursuant to
              Section 3.10 have been or will be so deposited) signed by a Servicing
              Officer
              (or in a mutually agreeable electronic format that will, in lieu of
              a signature
              on its face, originate from a Servicing Officer) and shall request
              delivery to
              it of the Mortgage File. Upon receipt of such certification and request,
              the
              Custodian shall (pursuant to the terms of this Agreement) promptly
              release the
              related Mortgage File to the Servicer and the Servicer is authorized
              to cause
              the removal from the registration on the MERS® System of any such Mortgage Loan,
              if applicable. Except as otherwise provided herein, no expenses incurred
              in
              connection with any instrument of satisfaction or deed of reconveyance
              shall be
              chargeable to the Collection Account or the Distribution Account.

             

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

             

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

             

            	SECTION
                    3.18.  	
                    Servicing
                      Compensation.

                  


             

            As
              compensation for the activities of the Servicer hereunder, the Servicer
              shall be
              entitled to the Servicing Fee with respect to each Mortgage Loan payable
              solely
              from payments of interest in respect of such Mortgage Loan or as otherwise
              provided in Section 3.11, subject to Section 3.24. In addition, the
              Servicer
              shall be entitled to recover unpaid Servicing Fees out of Insurance
              Proceeds,
              Liquidation Proceeds or condemnation proceeds to the extent permitted
              by Section
              3.11(a)(iii) and out of amounts derived from the operation and sale
              of an REO
              Property to the extent permitted by Section 3.23. Except as provided
              in Section
              3.26 or Section 6.04, the right to receive the Servicing Fee may not
              be
              transferred in whole or in part except in connection with the transfer
              of all of
              the Servicer’s responsibilities and obligations under this Agreement; provided,
              however, that the Servicer may pay from the Servicing Fee any amounts
              due to a
              Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under
              Section
              3.02.

             

            Additional
              servicing compensation in the form of assumption fees, late payment
              charges,
              insufficient funds charges, ancillary income or otherwise (other than
              Prepayment
              Charges) shall be retained by the Servicer only to the extent such
              fees or
              charges are received by the Servicer. The Servicer shall also be entitled
              pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account
              and
              pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
              servicing compensation, interest or other income earned on deposits
              therein,
              subject to Section 3.12 and Section 3.24. The Servicer shall also be
              entitled to
              receive Prepayment Interest Excess pursuant to Section 3.10 and 3.11
              as
              additional servicing compensation. The Servicer shall be required to
              pay all
              expenses incurred by it in connection with its servicing activities
              hereunder
              (including premiums for the insurance required by Section 3.14, to
              the extent
              such premiums are not paid by the related Mortgagors or by a Sub-Servicer
              and
              servicing compensation of each Sub-Servicer) and shall not be entitled
              to
              reimbursement therefor except as specifically provided herein.

             

            	SECTION
                    3.19.  	
                    Reports
                      to the Trust Administrator; Collection Account
                      Statements.

                  


             

            Not
              later
              than twenty days after each Distribution Date, the Servicer shall forward,
              upon
              request, to the Trust Administrator, the NIMS Insurer and the Depositor
              the most
              current available bank statement for the Collection Account. Copies
              of such
              statement shall be provided by the Trust Administrator to any Certificateholder
              and to any Person identified to the Trust Administrator as a prospective
              transferee of a Certificate, upon request at the expense of the requesting
              party, provided such statement is delivered by the Servicer to the
              Trust
              Administrator.

             

            	SECTION
                    3.20.  	
                    Statement
                      as to Compliance.

                  


             

            The
              Servicer, the Master Servicer and the Trust Administrator shall deliver
              (or
              otherwise make available) (and each of the Servicer, the Master Servicer
              and the
              Trust Administrator shall cause any Sub-Servicer subject to Item 1108(a)(2)
              of
              Regulation AB engaged by it to deliver) to the Trust Administrator
              (and the
              Trust Administrator shall deliver (or otherwise make available) to
              the
              Depositor) on or before March 15th
              (with no
              cure period) of each year, commencing in March 2007, an Officer’s Certificate
              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 Sub-Servicer subject to Item 1108(a)(2) of Regulation AB, 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, or such other applicable agreement in the case
              of a
              Sub-Servicer subject to Item 1108(a)(2) of Regulation AB, 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.
              The
              Custodian, in its capacity as such, shall not be required to deliver
              such
              Officer’s Certificate.

             

            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.

             

            In
              the
              event the Servicer, the Master Servicer, the Trust Administrator or
              any
              Sub-Servicer subject to Item 1108(a)(2) of Regulation AB 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 Sub-Servicer subject to Item
              1108(a)(2) of
              Regulation AB, as the case may be, such party shall provide an Officer’s
              Certificate pursuant to this Section 3.20 or the relevant section of
              such other
              applicable agreement, as the case may be, notwithstanding any such
              termination,
              assignment or resignation.

             

            Failure
              of the Servicer to timely comply with this Section 3.20 shall be deemed
              a
              Servicer Event of Default, and upon receipt of written notice from
              the Trust
              Administrator of such Servicer Event of Default, the Trustee or the
              Master
              Servicer, as applicable, may at the direction of the Depositor, in
              addition to
              whatever rights the Trustee or the Master Servicer, as applicable,
              may have
              under this Agreement and at law or in equity or to damages, including
              injunctive
              relief and specific performance, upon notice immediately terminate
              (as provided
              in Section 7.01(a)) all the rights and obligations of the Servicer
              under this
              Agreement and in and to the Mortgage Loans and the proceeds thereof
              without
              compensating the Servicer for the same (other than the Servicer’s rights to
              reimbursement of unreimbursed Advances and Servicing Advances and accrued
              and
              unpaid Servicing Fees in the manner provided in this Agreement). This
              paragraph
              shall supersede any other provision in this Agreement or any other
              agreement to
              the contrary.

             

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

             

            	SECTION
                    3.21.  	
                    Assessments
                      of Compliance and Attestation Reports.

                  


             

            (a) By
              March
              15th
              (with no
              cure period) of each calendar year during which a Form 10-K is required
              to be
              filed pursuant to Section 4.06 hereunder, commencing in March 2007,
              the
              Servicer, 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 (and the Trust
              Administrator
              shall furnish or otherwise make available to the Depositor), a report on an
              assessment of compliance with the Relevant Servicing Criteria 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
              Relevant 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 4.06,
              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 (the “Attestation
              Report”). The Custodian, in its capacity as such and any Servicing Function
              Participant, shall deliver such assessment of compliance only for so
              long as the
              Trust is subject to the Exchange Act reporting requirements.

            


            Promptly
              after receipt of each such report on assessment of compliance, (i)
              the Depositor
              shall review each such report and, if applicable, consult with the
              Servicer, the
              Master Servicer, the Trust Administrator and the Custodian, and any
              Servicing
              Function Participant engaged by such parties, as to the nature of any
              material
              instance of noncompliance with the Relevant Servicing Criteria by each
              such
              party, and (ii) the Trust Administrator shall confirm that the assessments,
              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 O
              and notify the Depositor of any exceptions. 

             

            The
              Master Servicer shall include all annual reports on assessment of compliance
              received by it from the Servicers with its own assessment of compliance
              to be
              submitted to the Trust Administrator pursuant to this Section.

             

            In
              the
              event the Servicer, 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 3.21, or the relevant section of such other applicable agreement,
              notwithstanding any such termination, assignment or resignation.

             

            (b) By
              March
              15th
              (with no
              cure period) of each year, commencing in March 2007, the Servicer,
              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 Servicer, the Master
              Servicer,
              the Trust Administrator, the Custodian, or such other Servicing Function
              Participants, as the case may be) and that is a member of the American
              Institute
              of Certified Public Accountants to furnish an attestation report to
              the Trust
              Administrator and the Depositor, to the effect that (i) 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 (ii) on the basis of an examination conducted
              by such
              firm in accordance with standards for attestation engagements issued
              or adopted
              by the Public Company Accounting Oversight Board, 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. 

             

            Promptly
              after receipt of each such assessment of compliance and attestation
              report, the
              Trust Administrator shall confirm that each assessment submitted pursuant
              to
              Section 3.21(a) is coupled with an attestation meeting the requirements
              of this
              Section and notify the Depositor of any exceptions. 

             

            The
              Master Servicer shall include each such attestation furnished to it
              by the
              Servicers with its own attestation to be submitted to the Trust Administrator
              pursuant to this Section.

             

            In
              the
              event the Servicer, the Master Servicer, the Trust Administrator, the
              Custodian,
              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 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 3.21(b), or the relevant
              section
              of such other applicable agreement, notwithstanding any such termination,
              assignment or resignation.

             

            (c) Failure
              of the Servicer to timely comply with this Section 3.21 shall be deemed
              a
              Servicer Event of Default, and upon written receipt of notice (which
              notice may
              be delivered electronically) from the Trust Administrator of such Servicer
              Event
              of Default, the Trustee or the Master Servicer, as applicable, at the
              direction
              of the Depositor may, in addition to whatever rights the Trustee or
              the Master
              Servicer, as applicable, may have under this Agreement and at law or
              in equity,
              including injunctive relief and specific performance, upon notice immediately
              terminate (as provided in Section 7.01(a)) all the rights and obligations
              of the
              Servicer under this Agreement and in and to the Mortgage Loans and
              the proceeds
              thereof without compensating the Servicer for the same (other than
              the
              Servicer’s rights to reimbursement of unreimbursed Advances and Servicing
              Advances and accrued and unpaid Servicing Fees in the manner provided
              in this
              Agreement). This paragraph shall supersede any other provision in this
              Agreement
              or any other agreement to the contrary.

             

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

             

            The
              parties hereto acknowledge that the Custodian shall be required to
              comply with
              the provisions of this Section 3.21 only for so long as the Trust is
              subject to
              the Exchange Act reporting requirements.

             

            If
              the
              indemnifications provided for herein are unavailable or insufficient
              to hold
              harmless any indemnified party, then the indemnifying party agrees
              that it shall
              contribute to the amount paid or payable by such indemnified party
              as a result
              of any claims, losses, damages or liabilities incurred by such indemnified
              party
              in such proportion as is appropriate to reflect the relative fault
              of such
              indemnified party on the one hand and the indemnifying party on the
              other. This
              indemnification shall survive the termination of this Agreement or
              the
              termination of the indemnifying party.

             

            Notwithstanding
              the foregoing, in no event shall the Custodian be liable for any consequential,
              indirect or punitive damages pursuant to this Section 3.21.

             

            	SECTION
                    3.22.  	
                    Access
                      to Certain Documentation.

                  


             

            The
              Servicer shall provide to the to the Trustee, the Trust Administrator
              and the
              Depositor, at the request of the Office of the Comptroller of the Currency,
              the
              Office of Thrift Supervision, the FDIC, and any other federal or state
              banking
              or insurance regulatory authority that may exercise authority over
              any
              Certificateholder, access to the documentation regarding the Mortgage
              Loans
              required by applicable laws and regulations. Such access shall be afforded
              without charge, but only upon reasonable request and during normal
              business
              hours at the offices of the Servicer designated by it. Nothing in this
              Section
              shall limit the obligation of the Servicer to observe any applicable
              law
              prohibiting disclosure of information regarding the Mortgagors (absent
              proof
              that it is in compliance with applicable law) and the failure of the
              Servicer to
              provide access as provided in this Section as a result of such obligation
              shall
              not constitute a breach of this Section. In addition, access to the
              documentation regarding the Mortgage Loans will be provided to the
              Trust
              Administrator, the NIMS Insurer, the Trustee, on behalf of the
              Certificateholders or a prospective transferee of a Certificate, subject
              to the
              execution of a confidentiality agreement in form and substance satisfactory
              to
              the Servicer, upon reasonable written request during normal business
              hours at
              the offices of the Servicer designated by it at the expense of the
              Person
              requesting such access. Nothing in this Section 3.22 shall require
              the Servicer
              to collect, create, collate or otherwise generate any information that
              it does
              not generate in its usual course of business. The Servicer shall not
              be required
              to make copies of or ship documents to any party unless provisions
              have been
              made for the reimbursement of the costs thereof.

             

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

             

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

                  


             

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

             

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

             

            (c)  The
              Servicer shall have full power and authority, subject only to the specific
              requirements and prohibitions of this Agreement, to do any and all
              things in
              connection with any REO Property as are consistent with the manner
              in which the
              Servicer manages and operates similar property owned by the Servicer
              or any of
              its Affiliates, all on such terms and for such period (subject to the
              requirement of prompt disposition set forth in Section 3.23(a)) as
              the Servicer
              deems to be in the best interests of Certificateholders. In connection
              therewith, the Servicer shall deposit, or cause to be deposited in
              the clearing
              account in which it customarily deposits payments and collections on
              mortgage
              loans in connection with its mortgage loan servicing activities on
              a daily
              basis, and in no event more than one Business Day after the Servicer’s receipt
              thereof, and shall thereafter deposit in the REO Account, in no event
              more than
              two Business Days after the Servicer’s receipt thereof, all revenues received by
              it with respect to an REO Property and shall withdraw therefrom funds
              necessary
              for the proper operation, management and maintenance of such REO Property
              including, without limitation:

             

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

             

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

             

            (iii)  all
              costs
              and expenses necessary to maintain, operate and dispose of such REO
              Property.

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

            The
              Servicer shall be entitled to enter into any agreement with any Independent
              Contractor performing services for it related to its duties and obligations
              hereunder for indemnification of the Servicer by such Independent Contractor,
              and nothing in this Agreement shall be deemed to limit or modify such
              indemnification. The Servicer shall be solely liable for all fees owed
              by it to
              any such Independent Contractor, irrespective of whether the Servicer’s
              compensation pursuant to Section 3.18 is sufficient to pay such fees;
              provided,
              however, that to the extent that any payments made by such Independent
              Contractor would constitute Servicing Advances if made by the Servicer,
              such
              amounts shall be reimbursable as Servicing Advances made by the
              Servicer.

             

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

             

            (e)  Subject
              to the time constraints set forth in Section 3.23(a), each REO Disposition
              shall
              be carried out by the Servicer in a manner, at such price and upon
              such terms
              and conditions as shall be normal and usual in the servicing standard
              set forth
              in Section 3.01.

             

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

             

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

             

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

                  


             

            On
              each
              Servicer Remittance Date, (in the case of HomEq as Servicer no later
              than 2:00
              p.m. New York time) the Servicer shall remit to the Distribution Account
              an
              amount (“Compensating Interest”) equal to the lesser of (A) the aggregate of the
              Prepayment Interest Shortfalls for the related Distribution Date and
              (B) its
              aggregate Servicing Fee received in the related Due Period. The Servicer
              shall
              not have the right to reimbursement for any amounts remitted to the
              Trust
              Administrator in respect of Compensating Interest. Such amounts so
              remitted
              shall be included in the Available Funds and distributed therewith
              on the next
              Distribution Date. The Servicer shall not be obligated to pay Compensating
              Interest with respect to Relief Act Interest Shortfalls or Principal
              Prepayments
              in full occurring from the Cut-off Date through March 15, 2006.

             

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

                  


             

            In
              the
              event that a shortfall in any collection on or liability with respect
              to the
              Mortgage Loans in the aggregate results from or is attributable to
              adjustments
              to Mortgage Rates, Monthly Payments or Stated Principal Balances that
              were made
              by the Servicer in a manner not consistent with the terms of the related
              Mortgage Note and this Agreement, the Servicer, upon discovery or receipt
              of
              notice thereof, immediately shall deposit in the Collection Account
              from its own
              funds the amount of any such shortfall and shall indemnify and hold
              harmless the
              Trust Fund, the Trustee, the Trust Administrator, the Depositor and
              any
              successor servicer in respect of any such liability. Such indemnities
              shall
              survive the termination or discharge of this Agreement. Notwithstanding
              the
              foregoing, this Section 3.25 shall not limit the ability of the Servicer
              to seek
              recovery of any such amounts from the related Mortgagor under the terms
              of the
              related Mortgage Note, as permitted by law.

             

            	SECTION
                    3.26.  	
                    Advance
                      Facility

                  


             

            The
              Servicer is hereby authorized to enter into a financing or other facility
              (any
              such arrangement, an “Advance Facility”) under which (1) the Servicer sells,
              assigns or pledges to another Person (together with such Person’s successors and
              assigns, an “Advancing Person”) the Servicer’s rights under this Agreement to be
              reimbursed for any Advances or Servicing Advances and/or (2) an Advancing
              Person
              agrees to fund some or all Advances and/or Servicing Advances required
              to be
              made by the Servicer pursuant to this Agreement. No consent of the
              Depositor,
              the Trustee, the Trust Administrator, the Certificateholders or any
              other party
              shall be required before the Servicer may enter into an Advance Facility.
              The
              Servicer shall notify each other party to this Agreement prior to or
              promptly
              after entering into or terminating any Advance Facility. Notwithstanding
              the
              existence of any Advance Facility under which an Advancing Person agrees
              to fund
              Advances and/or Servicing Advances on the Servicer’s behalf, the Servicer shall
              remain obligated pursuant to this Agreement to make Advances and Servicing
              Advances pursuant to and as required by this Agreement. If the Servicer
              enters
              into an Advance Facility, and for so long as an Advancing Person remains
              entitled to receive reimbursement for any Advances including Nonrecoverable
              Advances (“Advance Reimbursement Amounts”) and/or Servicing Advances including
              Nonrecoverable Advances (“Servicing Advance Reimbursement Amounts” and together
              with Advance Reimbursement Amounts, “Reimbursement Amounts”) (in each case to
              the extent such type of Reimbursement Amount is included in the Advance
              Facility), as applicable, pursuant to this Agreement, then, the Servicer
              shall
              identify such Reimbursement Amounts consistent with the reimbursement
              rights set
              forth in Section 3.11(a)(ii), (iii), (vi) and (vii) and remit such
              Reimbursement
              Amounts in accordance with Section 3.10(b) or otherwise in accordance
              with the
              documentation establishing the Advance Facility to such Advancing Person
              or to a
              trustee, agent or custodian (an “Advance Facility Trustee”) designated by such
              Advancing Person. Notwithstanding anything to the contrary herein,
              in no event
              shall Advance Reimbursement Amounts or Servicing Advance Reimbursement
              Amounts
              be included in the Available Funds or distributed to
              Certificateholders.

             

            Reimbursement
              Amounts shall consist solely of amounts in respect of Advances and/or
              Servicing
              Advances made with respect to the Mortgage Loans for which the Servicer
              would be
              permitted to reimburse itself in accordance with this Agreement, assuming
              the
              Servicer or the Advancing Person had made the related Advance(s) and/or
              Servicing Advance(s). Notwithstanding the foregoing, except with respect
              to
              reimbursement of Nonrecoverable Advances as set forth in this Agreement,
              no
              Person shall be entitled to reimbursement from funds held in the Collection
              Account for future distribution to Certificateholders pursuant to this
              Agreement. None of the Depositor, the Trust Administrator or the Trustee
              shall
              have any duty or liability with respect to the calculation or payment
              of any
              Reimbursement Amount, nor shall the Depositor, the Master Servicer,
              the Trust
              Administrator or the Trustee have any responsibility to track or monitor
              the
              administration of the Advance Facility or the payment of Reimbursement
              Amounts
              to the related Advancing Person or Advance Facility Trustee. The Servicer
              shall
              maintain and provide to any successor servicer and (upon request) the
              Trust
              Administrator a detailed accounting on a loan by loan basis as to amounts
              advanced by, sold, pledged or assigned to, and reimbursed to any Advancing
              Person. The successor servicer shall be entitled to rely on any such
              information
              provided by the predecessor servicer, and the successor servicer shall
              not be
              liable for any errors in such information.

             

            An
              Advancing Person who receives an assignment or pledge of the rights
              to be
              reimbursed for Advances and/or Servicing Advances, and/or whose obligations
              hereunder are limited to the funding or purchase of Advances and/or
              Servicing
              Advances shall not be required to meet the criteria for qualification
              of a
              subservicer set forth in this Agreement.

             

            Reimbursement
              Amounts distributed with respect to each Mortgage Loan shall be allocated
              to
              outstanding unreimbursed Advances or Servicing Advances (as the case
              may be)
              made with respect to that Mortgage Loan on a “first in, first out” (FIFO) basis.
              Such documentation shall also require the Servicer to provide to the
              related
              Advancing Person or Advance Facility Trustee loan by loan information
              with
              respect to each Reimbursement Amount distributed to such Advancing
              Person or
              Advance Facility Trustee, to enable the Advancing Person or Advance
              Facility
              Trustee to make the FIFO allocation of each Reimbursement Amount with
              respect to
              each Mortgage Loan. The Servicer shall remain entitled to be reimbursed
              for all
              Advances and Servicing Advances funded by the Servicer to the extent
              the related
              rights to be reimbursed therefor have not been sold, assigned or pledged
              to an
              Advancing Person.

             

            The
              Servicer shall indemnify the Depositor, the Trustee, the Master Servicer,
              the
              Trust Administrator, any successor servicer and the Trust Fund resulting
              from
              any claim by the related Advancing Person arising out of the Advance
              Facility,
              except to the extent that such claim, loss, liability or damage resulted
              from or
              arose out of negligence, recklessness or willful misconduct or breach
              of its
              duties hereunder on the part of the Depositor, the Trust Administrator,
              the
              Trustee or any successor servicer.

             

            Any
              amendment to this Section 3.26 or to any other provision of this Agreement
              that
              may be necessary or appropriate to effect the terms of an Advance Facility
              as
              described generally in this Section 3.26, including amendments to add
              provisions
              relating to a successor servicer, may be entered into by the Trustee,
              the Trust
              Administrator, the Depositor and the Servicer without the consent of
              any
              Certificateholder, provided such amendment complies with Section 11.01
              hereof.
              All reasonable costs and expenses (including attorneys’ fees) of each party
              hereto of any such amendment shall be borne solely by the Servicer.
              Prior to
              entering into an Advance Facility, the Servicer shall notify the Advancing
              Person in writing that: (a) the Advances and/or Servicing Advances
              purchased,
              financed by and/or pledged to the Advancing Person are obligations
              owed to the
              Servicer on a non-recourse basis payable only from the cash flows and
              proceeds
              received under this Agreement for reimbursement of Advances and/or
              Servicing
              Advances only to the extent provided herein, and the Trustee, the Trust
              Administrator and the Trust are not otherwise obligated or liable to
              repay any
              Advances and/or Servicing Advances financed by the Advancing Person;
              (b) the
              Servicer will be responsible for remitting to the Advancing Person
              the
              applicable amounts collected by it as reimbursement for Advances and/or
              Servicing Advances funded by the Advancing Person, subject to the restrictions
              and priorities created in this Agreement; and (c) neither the Trustee
              nor the
              Trust Administrator shall have any responsibility to track or monitor
              the
              administration of the Advance Facility between the Servicer and the
              Advancing
              Person.

             

            	SECTION
                    3.27.  	
                    Solicitations.

                  


             

            The
              Servicer shall not take any action or cause any action to be taken
              by any of its
              employees, agents or Affiliates, or by any independent contractors
              acting on the
              Servicer’s behalf, to solicit any borrower in any manner whatsoever, including
              but not limited to, soliciting a borrower to prepay or refinance a
              Mortgage
              Loan. Furthermore, neither the Servicer nor any of its Affiliates shall
              directly
              or indirectly provide information to any third party for purposes of
              soliciting
              the borrowers related to the Mortgage Loans. It is understood that
              promotions
              undertaken by the Servicer or its Affiliates which are directed to
              the general
              public at large (i.e., newspaper advertisements, radio or T.V. ads,
              etc.) and
              not specifically directed to the borrowers related to the Mortgage
              Loans shall
              not constitute a breach of this Section 3.27. From and after the Closing
              Date,
              Servicer hereby agrees that Servicer will not take any action or cause
              any
              action to be taken by any of its agents or Affiliates, or by any independent
              contractors or independent mortgage brokerage companies on the Servicer’s
              behalf, to personally, by telephone or mail, solicit the borrower under
              any
              Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided,
              that
              Servicer may solicit any borrower for whom Servicer has received a
              request for
              verification of mortgage, a request for demand for payoff, a borrower
              initiated
              written or verbal communication indicating a desire to prepay the related
              Mortgage Loan, or the borrower initiates a title search, provided further,
              it is
              understood and agreed that promotions undertaken by the Servicer or
              any of its
              affiliates which concern optional insurance products or other additional
              products shall not constitute solicitation nor is the Servicer prohibited
              from
              responding to unsolicited requests or inquiries made by a borrower
              or an agent
              of a borrower. Notwithstanding the foregoing, the following solicitations,
              if
              undertaken by the Servicer or any Affiliate of the Servicer, shall
              not be
              prohibited: (i) solicitations or promotions that are directed to the
              general
              public at large, including, without limitation, mass mailings based
              on mailing
              lists and newspaper, radio, television and other mass media advertisements
              and
              (ii) borrower messages included on, and statement inserts provided
              with, the
              monthly statements sent to borrowers; provided, however, that similar
              messages
              and inserts are sent to all other borrowers of similar type mortgage
              loans
              serviced by the Servicer and such Affiliates, including, but not limited
              to,
              those mortgage loans serviced for the Servicer’s and/or such Affiliates own
              account; and (iii) solicitations made as a part of a campaign directed
              to
              borrowers with mortgage loans meeting certain defined parameters (other
              than
              parameters relating to the borrowers or the Mortgage Loans specifically),
              provided, that such solicitations are made to all borrowers of mortgage
              loans
              serviced by the Servicer and such Affiliates with respect to mortgage
              loans
              meeting such defined parameters, including, but not limited to, those
              mortgage
              loans serviced for the Servicer’s and/or such Affiliates own
              account.

             

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          

            ARTICLE
              IIIA

             

            ADMINISTRATION
              AND SERVICING

            OF
              THE
              MORTGAGE LOANS

             

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

                  


             

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

             

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

             

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

             

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

             

            	SECTION
                    3A.02.  	
                    [Reserved].

                  


             

            	SECTION
                    3A.03.  	
                    Monitoring
                      of Servicer.

                  


             

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

             

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

             

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

             

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

             

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

             

            	SECTION
                    3A.04.  	
                    Fidelity
                      Bond.

                  


             

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

             

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

                  


             

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

             

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

                  


             

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

             

            	SECTION
                    3A.07.  	
                    [Reserved].

                  


             

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

                  


             

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

             

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

             

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

                  


             

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

             

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

                  


             

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

             

            	SECTION
                    3A.11.  	
                    Distribution
                      Account. 

                  


             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

                  


             

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

             

              On
              an
              ongoing basis, the Trust Administrator shall withdraw funds from the
              Distribution Account to pay (i) any Extraordinary Trust Fund Expenses
              including
              but not limited to amounts payable to the Servicer or the Depositor
              pursuant to
              Section 6.03(b), to the Trustee pursuant to Section 3.06, Section 7.02 or
              Section 8.05 or to the Master Servicer pursuant to Section 6.03(c), and
              (ii) any amounts expressly payable to the Master Servicer as set forth
              in
              Section 3A.09.

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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


             

               (xv)    to
              make
              distributions to the Swap Account.

             

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

             

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

             

            	SECTION
                    3A.13.  	
                    Late
                      Remittance.

                  


             

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

             

            ARTICLE
              IV

             

            PAYMENTS
              TO CERTIFICATEHOLDERS

             

            	SECTION
                    4.01.  	
                    Distributions.

                  


             

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

             

            (i)  to
              Holders of REMIC I Regular Interest I, REMIC I Regular Interest I-1-A
              through
              I-60-B, pro rata, in an amount equal to (A) Uncertificated Interest
              for such
              REMIC I Regular Interests for such Distribution Date, plus (B) any
              amounts
              payable in respect thereof remaining unpaid from previous Distribution
              Dates.

             

            (ii)  to
              the
              extent of amounts remaining after the distributions made pursuant to
              clause (1)
              above, payments of principal shall be allocated as follows: (A) first,
              to REMIC
              I Regular Interest I and then to REMIC I Regular Interests I-1-A through
              I-60-B
              starting with the lowest numerical denomination until the Uncertificated
              Balance
              of each such REMIC I Regular Interest is reduced to zero, provided
              that, for
              REMIC I Regular Interests with the same numerical denomination, such
              payments of
              principal shall be allocated pro rata between such REMIC I Regular
              Interests and
              (B) second, to the extent of any Overcollateralization Reduction Amounts,
              first
              to REMIC I Regular Interest I until the Uncertificated Balance of such
              REMIC I
              Regular Interest is reduced to zero, then, to REMIC I Regular Interests
              I-1-A
              through I-60-B starting with the lowest numerical denomination until
              the
              Uncertificated Balance of each such REMIC I Regular Interest is reduced
              to zero,
              provided that, for REMIC I Regular Interests with the same numerical
              denomination, such Overcollateralization Reduction Amounts shall be
              allocated
              pro rata between such REMIC I Regular Interests. 

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

            (ii)  sequentially,
              to the Holders of the Class M-1 Certificates, the Class M-2 Certificates,
              the
              Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
              the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
              Certificates, the Class M-9 Certificates, the Class M-10 Certificates
              and the
              Class M-11 Certificates, in that order, the Monthly Interest Distributable
              Amount allocable to each such Class of Certificates.

             

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

             

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

             

            (ii)  sequentially,
              to the Holders of the Class M-1 Certificates, the Class M-2 Certificates,
              the
              Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
              the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
              Certificates, the Class M-9 Certificates, the Class M-10 Certificates
              and the
              Class M-11 Certificates, in that order, until the Certificate Principal
              Balances
              thereof have been reduced to zero. 

             

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

             

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

             

            (iv)  sequentially,
              to the Holders of the Class M-1 Certificates, the Class M-2 Certificates
              and the
              Class M-3 Certificates, the Sequential Class M Principal Distribution
              Amount
              until the Certificate Principal Balances thereof have been reduced
              to
              zero;

             

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

             

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

             

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


             

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

             

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

             

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


             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

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

             

            (vi)  if
              such
              Distribution Date follows the Prepayment Period during which occurs
              the latest
              date on which a Prepayment Charge may be required to be paid in respect
              of any
              Mortgage Loans, to the Holders of the Class P Certificates, in reduction
              of the
              Certificate Principal Balance thereof, until the Certificate Principal
              Balance
              thereof is reduced to zero; and

             

            (vii)  any
              remaining amounts to the Holders of the Residual Certificates (in respect
              of the
              appropriate Class R Interest).

             

               Without
              limiting the provisions of Section 9.01(b), by acceptance of the Residual
              Certificates the Holders of the Residual Certificates agree, and it
              is the
              understanding of the parties hereto, that for so long as any of the
              notes issued
              pursuant to the Indenture are outstanding or any amounts are reimbursable
              or
              payable to the NIMS Insurer in accordance with the terms of the Indenture,
              to
              pledge their rights to receive any amounts otherwise distributable
              to the
              Holders of the Class R Certificates (and such rights are hereby assigned
              and
              transferred) to the Holders of the Class CE Certificates.

             

            (f)  On
              each
              Distribution Date, after making the distributions of the Available
              Funds as set
              forth above, the Trust Administrator will withdraw from the Net WAC
              Rate
              Carryover Reserve Account, to the extent of amounts remaining on deposit
              therein, the amount of any Net WAC Rate Carryover Amount for such Distribution
              Date and distribute such amount in the following order of priority:

             

            (i)  
              concurrently, to the Class A Certificates, on a pro
              rata
              basis
              based on the remaining Net WAC Rate Carryover Amount for each such
              Class;
              and

             

            (ii)  sequentially,
              to the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
              Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates,
              Class
              M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates, Class
              M-10
              Certificates and Class M-11 Certificates, in that order, the Net WAC
              Rate
              Carryover Amount for each such Class.

             

               On
              each
              Distribution Date, the Trust Administrator shall withdraw any amounts
              then on
              deposit in the Distribution Account that represent (i) Prepayment Charges
              collected by each Servicer and remitted to the Master Servicer in connection
              with the Principal Prepayment of any of the Mortgage Loans, (ii) any
              Originator
              Prepayment Charge Payment Amounts or (iii) any Servicer Prepayment
              Charge
              Payment Amounts, and shall distribute such amounts to the Holders of
              the Class P
              Certificates. Such distributions shall not be applied to reduce the
              Certificate
              Principal Balance of the Class P Certificates.

             

               Following
              the foregoing distributions, an amount equal to the amount of Subsequent
              Recoveries remitted to the Master Servicer shall be applied to increase
              the
              Certificate Principal Balance of the Class of Certificates with the
              Highest
              Priority up to the extent of such Realized Losses previously allocated
              to that
              Class of Certificates pursuant to Section 4.04. An amount equal to the
              amount of any remaining Subsequent Recoveries shall be applied to increase
              the
              Certificate Principal Balance of the Class of Certificates with the
              next Highest
              Priority, up to the amount of such Realized Losses previously allocated
              to that
              Class of Certificates pursuant to Section 4.04. Holders of such
              Certificates will not be entitled to any distribution in respect of
              interest on
              the amount of such increases for any Accrual Period preceding the Distribution
              Date on which such increase occurs. Any such increases shall be applied
              to the
              Certificate Principal Balance of each Certificate of such Class in
              accordance
              with its respective Percentage Interest.

             

            (g)  On
              or
              before each Distribution Date, Net Swap Payments (whether payable to
              the Swap
              Provider or to the Supplemental Interest Trust Trustee), any Swap Termination
              Payment owed to the Swap Provider not resulting from a Swap Provider
              Trigger
              Event pursuant to the Interest Rate Swap Agreement and any Swap Termination
              Payments owed to the Supplemental Interest Trust Trustee will be deposited
              by
              the Swap Administrator into the Swap Account. On or before each Distribution
              Date, pursuant to the Interest Rate Swap Agreement, the Trust Administrator
              shall withdraw from amounts on deposit in the Swap Account (other than
              amounts
              representing Swap Termination Payments received by the Supplemental
              Interest
              Trust Trustee or Net Swap Payments received by the Supplemental Interest
              Trust
              Trustee) prior to any distribution to any Certificates and distribute
              such
              withdrawn amounts as follows:

             

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

             

            (ii)  to
              the
              Swap Provider, any Swap Termination Payment owed to the Swap Provider
              not due to
              a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement
              and
              to the extent not paid by the Trust Administrator (in its capacity
              as
              Supplemental Interest Trust Trustee) from any upfront payment received
              pursuant
              to any replacement interest rate swap agreement;

             

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

             

            (i)  concurrently,
              to each Class of Class A Certificates, the related Monthly Interest
              Distributable Amount and Unpaid Interest Shortfall Amount remaining
              undistributed after the distributions of the Interest Remittance Amount,
              on a
              pro rata basis based on such respective remaining Monthly Interest
              Distributable
              Amount and Unpaid Interest Shortfall Amount;

             

            (ii)  sequentially,
              to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
              M-6, Class
              M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates,
              in that
              order, the related Monthly Interest Distributable Amount and Unpaid
              Interest
              Shortfall Amount, to the extent remaining undistributed after the distributions
              of the Interest Remittance Amount and the Net Monthly Excess
              Cashflow;

             

            (iii)  to
              the
              Holders of the Class or Classes of Certificates then entitled to receive
              distributions in respect of principal, in an amount equal to any Extra
              Principal
              Distribution Amount, without taking into account amounts, if any, received
              under
              the Interest Rate Swap Agreement, distributable to such Holders as
              part of the
              Principal Distribution Amount, remaining undistributed after distribution
              of the
              Net Monthly Excess Cashflow;

             

            (iv)  sequentially
              to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
              M-6, Class
              M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates,
              in that
              order, in each case up to the related Allocated Realized Loss Amount
              related to
              such Certificates for such Distribution Date remaining undistributed
              after
              distribution of the Net Monthly Excess Cashflow;

             

            (v)  concurrently,
              to each Class of Class A Certificates, the Net WAC Rate Carryover Amount,
              to the
              extent remaining undistributed after distributions are made from the
              Net WAC
              Rate Carryover Reserve Account, on a pro rata basis based on such respective
              Net
              WAC Rate Carryover Amounts remaining; and

             

            (vi)  sequentially,
              to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
              M-6, Class
              M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates,
              in that
              order, the Net WAC Rate Carryover Amount, to the extent remaining undistributed
              after distributions are made from the Net WAC Rate Carryover Reserve
              Account.

             

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

             

            (1) concurrently,
              to each Class of Class A Certificates, the related Monthly Interest
              Distributable Amount and Unpaid Interest Shortfall Amount remaining
              undistributed after the distributions of the Interest Remittance Amount,
              on a
pro
              rata
              basis
              based on such respective remaining Monthly Interest Distributable Amount
              and
              Unpaid Interest Shortfall Amount;

             

            (2) sequentially,
              to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
              M-6, Class
              M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates,
              in that
              order, the related Monthly Interest Distributable Amount and Unpaid
              Interest
              Shortfall Amount, to the extent remaining undistributed after the distributions
              of the Interest Remittance Amount and the Net Monthly Excess
              Cashflow;

             

            (3) to
              the
              Holders of the Class or Classes of Certificates then entitled to receive
              distributions in respect of principal, in an amount equal to any Extra
              Principal
              Distribution Amount, without taking into account amounts, if any, received
              under
              the Interest Rate Swap Agreement, distributable to such Holders as
              part of the
              Principal Distribution Amount, remaining undistributed after distribution
              of the
              Net Monthly Excess Cashflow;

             

            (4) sequentially
              to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
              M-6, Class
              M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates,
              in that
              order, in each case up to the related Allocated Realized Loss Amount
              related to
              such Certificates for such Distribution Date remaining undistributed
              after
              distribution of the Net Monthly Excess Cashflow;

             

            (5) concurrently,
              to each Class of Class A Certificates, the related Net WAC Rate Carryover
              Amount, to the extent remaining undistributed after distributions are
              made from
              the Net WAC Rate Carryover Reserve Account, on a pro
              rata
              basis
              based on such respective Net WAC Rate Carryover Amounts remaining;

             

            (6) sequentially,
              to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
              M-6, Class
              M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates,
              in that
              order, the related Net WAC Rate Carryover Amount, to the extent remaining
              undistributed after distributions are made from the Net WAC Rate Carryover
              Reserve Account; and

             

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

             

            (j)  Distributions
              made with respect to each Class of Certificates on each Distribution
              Date shall
              be allocated pro
              rata
              among
              the outstanding Certificates in such Class based on their respective
              Percentage
              Interests. Distributions in respect of each Class of Certificates on
              each
              Distribution Date will be made to the Holders of the respective Class
              of record
              on the related Record Date (except as otherwise provided in Section 4.01(d)
              or Section 9.01 respecting the final distribution on such Class), based on
              the aggregate Percentage Interest represented by their respective Certificates,
              and shall be made by wire transfer of immediately available funds to
              the account
              of any such Holder at a bank or other entity having appropriate facilities
              therefor, if such Holder shall have so notified the Trust Administrator
              in
              writing at least five Business Days prior to the Record Date immediately
              prior
              to such Distribution Date and is the registered owner of Certificates
              having an
              initial aggregate Certificate Principal Balance or Notional Amount
              that is in
              excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the initial
              Certificate Principal Balance or Notional Amount of such Class of Certificates,
              or otherwise by check mailed by first class mail to the address of
              such Holder
              appearing in the Certificate Register. The final distribution on each
              Certificate will be made in like manner, but only upon presentment
              and surrender
              of such Certificate at the Corporate Trust Office of the Trust Administrator
              or
              such other location specified in the notice to Certificateholders of
              such final
              distribution.

             

               Each
              distribution with respect to a Book-Entry Certificate shall be paid
              to the
              Depository, as Holder thereof, and the Depository shall be responsible
              for
              crediting the amount of such distribution to the accounts of its Depository
              Participants in accordance with its normal procedures. Each Depository
              Participant shall be responsible for disbursing such distribution to
              the
              Certificate Owners that it represents and to each indirect participating
              brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
              it acts as agent. Each brokerage firm shall be responsible for disbursing
              funds
              to the Certificate Owners that it represents. None of the Trustee,
              the Trust
              Administrator, the Depositor or the Master Servicer shall have any
              responsibility therefor except as otherwise provided by this Agreement
              or
              applicable law.

             

            (k)  The
              rights of the Certificateholders to receive distributions in respect
              of the
              Certificates, and all interests of the Certificateholders in such distributions,
              shall be as set forth in this Agreement. None of the Holders of any
              Class of
              Certificates, the Trustee, the Trust Administrator or the Master Servicer
              shall
              in any way be responsible or liable to the Holders of any other Class
              of
              Certificates in respect of amounts properly previously distributed
              on the
              Certificates.

             

            (l)  Except
              as
              otherwise provided in Section 9.01, whenever the Trust Administrator
              expects that the final distribution with respect to any Class of Certificates
              will be made on the next Distribution Date, the Trust Administrator
              shall, no
              later than three (3) days before the related Distribution Date, mail
              to each
              Holder on such date of such Class of Certificates a notice to the effect
              that:

             

            (i)  the
              Trust
              Administrator expects that the final distribution with respect to such
              Class of
              Certificates will be made on such Distribution Date but only upon presentation
              and surrender of such Certificates at the office of the Trust Administrator
              therein specified, and

             

            (ii)  no
              interest shall accrue on such Certificates from and after the end of
              the related
              Accrual Period.

             

               Any
              funds
              not distributed to any Holder or Holders of Certificates of such Class
              on such
              Distribution Date because of the failure of such Holder or Holders
              to tender
              their Certificates shall, on such date, be set aside and held in trust
              by the
              Trust Administrator and credited to the account of the appropriate
              non-tendering
              Holder or Holders. If any Certificates as to which notice has been
              given
              pursuant to this Section 4.01(e) shall not have been surrendered for
              cancellation within six months after the time specified in such notice,
              the
              Trust Administrator shall mail a second notice to the remaining non-tendering
              Certificateholders to surrender their Certificates for cancellation
              in order to
              receive the final distribution with respect thereto. If within one
              year after
              the second notice all such Certificates shall not have been surrendered
              for
              cancellation, the Trust Administrator shall, directly or through an
              agent, mail
              a final notice to the remaining non-tendering Certificateholders concerning
              surrender of their Certificates but shall continue to hold any remaining
              funds
              for the benefit of non-tendering Certificateholders. The costs and
              expenses of
              maintaining the funds in trust and of contacting such Certificateholders
              shall
              be paid out of the assets remaining in the Trust Fund. If within one
              year after
              the final notice any such Certificates shall not have been surrendered
              for
              cancellation, the Trust Administrator shall pay to UBS Securities LLC
              all such
              amounts, and all rights of non-tendering Certificateholders in or to
              such
              amounts shall thereupon cease. No interest shall accrue or be payable
              to any
              Certificateholder on any amount held in trust by the Trust Administrator
              as a
              result of such Certificateholder’s failure to surrender its Certificate(s) for
              final payment thereof in accordance with this Section 4.01(d). Any such
              amounts held in trust by the Trust Administrator shall be held in an
              Eligible
              Account and the Trust Administrator may direct any depository institution
              maintaining such account to invest the funds in one or more Permitted
              Investments. All income and gain realized from the investment of funds
              deposited
              in such accounts held in trust by the Trust Administrator shall be
              for the
              benefit of the Trust Administrator; provided, however, that the Trust
              Administrator shall deposit in such account the amount of any loss
              of principal
              incurred in respect of any such Permitted Investment made with funds
              in such
              accounts immediately upon the realization of such loss.

             

            (m)  Notwithstanding
              anything to the contrary herein, (i) in no event shall the Certificate
              Principal
              Balance of a Class A Certificate or a Mezzanine Certificate be reduced
              more than
              once in respect of any particular amount both (a) allocated to such
              Certificate
              in respect of Realized Losses pursuant to Section 4.04 and (b) distributed
              to the Holder of such Certificate in reduction of the Certificate Principal
              Balance thereof pursuant to this Section 4.01 from Net Monthly Excess
              Cashflow and (ii) in no event shall the Uncertificated Balance of a
              REMIC I
              Regular Interest be reduced more than once in respect of any particular
              amount
              both (a) allocated to such REMIC I Regular Interest in respect of Realized
              Losses pursuant to Section 4.04 and (b) distributed on such REMIC I Regular
              Interest in reduction of the Uncertificated Balance thereof pursuant
              to this
              Section 4.01.

             

            	SECTION
                    4.02.  	
                    Statements
                      to Certificateholders.

                  


             

               On
              each
              Distribution Date, based (in part), as applicable, on information provided
              to
              the Trust Administrator by the Master Servicer (which in turn shall
              be based (in
              part), as applicable, on information provided to the Master Servicer
              by each
              Servicer), the Trust Administrator shall prepare and make available
              to each
              Holder of the Regular Certificates, the Credit Risk Manager, the other
              parties
              hereto and the Rating Agencies, a statement as to the distributions
              to be made
              on such Distribution Date containing the following information:

             

            (i)  the
              amount of the distribution made on such Distribution Date to the Holders
              of the
              Certificates of each Class allocable to principal, and the amount of
              the
              distribution made on such Distribution Date to the Holders of the Class
              P
              Certificates allocable to Prepayment Charges, Originator Prepayment
              Charge
              Payment Amounts and Servicer Prepayment Charge Payment Amounts;

             

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

             

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

             

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

             

            (v)  the
              aggregate Stated Principal Balance of the Mortgage Loans and any REO
              Properties
              as of the last day of the related Due Period;

             

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

             

            (vii)  the
              number and aggregate unpaid Principal Balance of Mortgage Loans (a)
              delinquent
              30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more
              days, in
              each case, as of the last day of the preceding calendar month, not
              including
              Liquidated Mortgage Loans as of the end of the related Prepayment Period,
              (d) as
              to which foreclosure proceedings have been commenced and (e) with respect
              to
              which the related Mortgagor has filed for protection under applicable
              bankruptcy
              laws, with respect to whom bankruptcy proceedings are pending or with
              respect to
              whom bankruptcy protection is in force and with respect to (a), (b)
              and (c)
              above, delinquencies shall be determined by and reported utilizing
              the OTS
              methodology;

             

            (viii)  the
              total
              number and cumulative principal balance of all REO Properties as of
              the close of
              business on the last day of the preceding Prepayment Period;

             

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

             

            (x)  the
              Delinquency Percentage;

             

            (xi)  the
              aggregate amount of Realized Losses incurred during the related Prepayment
              Period, which will include the aggregate amount of Subsequent Recoveries
              received during the related Prepayment Period and the aggregate amount
              of
              Realized Losses incurred since the Closing Date, which will include
              the
              cumulative amount of Subsequent Recoveries received since the Closing
              Date;

             

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

             

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

             

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

             

            (xv)  the
              Monthly Interest Distributable Amount in respect of the Class A Certificates,
              the Mezzanine Certificates and the Class CE Certificates for such Distribution
              Date and the Unpaid Interest Shortfall Amount, if any, with respect
              to the Class
              A Certificates and the Mezzanine Certificates on such Distribution
              Date,
              separately identifying any reduction thereof due to allocations of
              Realized
              Losses, Prepayment Interest Shortfalls and Relief Act Interest
              Shortfalls;

             

            (xvi)  the
              aggregate amount of any Prepayment Interest Shortfall for such Distribution
              Date, to the extent not covered by payments by the related Servicer
              or the
              Master Servicer;

             

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

             

            (xviii)  the
              Net
              Monthly Excess Cashflow, the Overcollateralization Target Amount, the
              Overcollateralized Amount, the Overcollateralization Deficiency Amount
              and the
              Credit Enhancement Percentage for such Distribution Date;

             

            (xix)  the
              respective Pass-Through Rates applicable to the Class A Certificates,
              the
              Mezzanine Certificates and the Class CE Certificates for such Distribution
              Date
              (and whether such Pass-Through Rate was limited by the Net WAC
              Rate);

             

            (xx)  the
              Aggregate Loss Severity Percentage;

             

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

             

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

             

            (xxiii)  the
              Available Funds;

             

            (xxiv)  the
              Net
              WAC Rate Carryover Amount for the Class A Certificates and the Mezzanine
              Certificates, if any, for such Distribution Date, the amount remaining
              unpaid
              after reimbursements therefor on such Distribution Date;

             

            (xxv)  payments,
              if any, made under the Interest Rate Cap Agreement and the amount of
              any Net
              Swap Payments or Swap Termination Payments; and

             

            (xxvi)  unless
              otherwise set forth in the Form 10-D relating to such Distribution
              Date,
              material modifications, extensions or waivers to Mortgage Loan terms,
              fees,
              penalties or payments during the preceding calendar month or that have
              become
              material over time and the aggregate number of Mortgage Loans which
              have been
              modified, waived or amended since the Closing Date; and

             

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

             

               The
              Trust
              Administrator will make such statement (and, at its option, any additional
              files
              containing the same information in an alternative format) available
              each month
              to Certificateholders, the Master Servicer, each Servicer, the Depositor
              and the
              Rating Agencies via the Trust Administrator’s internet website. The Trust
              Administrator’s internet website shall initially be located at
“www.ctslink.com”. Assistance in using the website can be obtained by calling
              the Trust Administrator’s customer service desk at (301) 815-6600. Parties that
              are unable to use the above distribution options are entitled to have
              a paper
              copy mailed to them via first class mail by calling the customer service
              desk
              and indicating such. The Trust Administrator shall have the right to
              change the
              way such statements are distributed in order to make such distribution
              more
              convenient and/or more accessible to the above parties and the Trust
              Administrator shall provide timely and adequate notification to all
              above
              parties regarding any such changes. As a condition to access the Trust
              Administrator’s internet website, the Trust Administrator may require
              registration and the acceptance of a disclaimer. The Trust Administrator
              will
              not be liable for the dissemination of information in accordance with
              this
              Agreement. The Trust Administrator shall also be entitled to rely on
              but shall
              not be responsible for the content or accuracy of any information provided
              by
              third parties for purposes of preparing the distribution date statement
              and may
              affix thereto any disclaimer it deems appropriate in its reasonable
              discretion
              (without suggesting liability on the part of any other party
              thereto).

             

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

             

               Within
              a
              reasonable period of time after the end of each calendar year, the
              Trust
              Administrator shall, upon written request, forward to each Person who
              at any
              time during the calendar year was a Holder of a Regular Certificate
              and the NIMS
              Insurer a statement containing the information set forth in subclauses
              (i)
              through (iii) above, aggregated for such calendar year or applicable
              portion
              thereof during which such Person was a Certificateholder. Such obligation
              of the
              Trust Administrator shall be deemed to have been satisfied to the extent
              that
              substantially comparable information shall be provided by the Trust
              Administrator pursuant to any requirements of the Code as from time
              to time are
              in force.

             

               Within
              a
              reasonable period of time after the end of each calendar year, the
              Trust
              Administrator shall furnish to each Person who at any time during the
              calendar
              year was a Holder of a Residual Certificate and the NIMS Insurer a
              statement
              setting forth the amount, if any, actually distributed with respect
              to the
              Residual Certificates, as appropriate, aggregated for such calendar
              year or
              applicable portion thereof during which such Person was a
              Certificateholder.

             

               The
              Trust
              Administrator shall, upon request, furnish to each Certificateholder
              and the
              NIMS Insurer, during the term of this Agreement, such periodic, special,
              or
              other reports or information, whether or not provided for herein, as
              shall be
              reasonable with respect to the Certificateholder, or otherwise with
              respect to
              the purposes of this Agreement, all such reports or information to
              be provided
              at the expense of the Certificateholder in accordance with such reasonable
              and
              explicit instructions and directions as the Certificateholder may provide.
              For
              purposes of this Section 4.02, the Trust Administrator’s duties are limited
              to the extent that the Master Servicer receives timely reports as required
              from
              each Servicer.

             

               On
              each
              Distribution Date the Trust Administrator shall provide Intex Solutions,
              Inc.
              and Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level factors for each
              class of Certificates as of such Distribution Date, using a format
              and media
              mutually acceptable to the Trust Administrator and Bloomberg.

             

               (b)For
              each
              Distribution Date, through and including the Distribution Date in December
              2006,
              the Trust Administrator shall calculate on each Significance Percentage
              Calculation Date the Significance Percentage of the Interest Rate Swap
              Agreement. If on any such Distribution Date, the Significance Percentage
              is
              equal to or greater than 9%, the Trust Administrator shall promptly
              notify the
              Depositor and the Depositor shall obtain the financial information
              required to
              be delivered by the Swap Provider pursuant to the terms of the Interest
              Rate
              Swap Agreement. If, on any succeeding Distribution Date through and
              including
              the Distribution Date in December 2006, the Significance Percentage
              is equal to
              or greater than 10%, the Trust Administrator shall promptly notify
              the Depositor
              and the Depositor shall, within 5 Business Days of such Distribution
              Date,
              deliver to the Trust Administrator the financial information provided
              to it by
              the Swap Provider for inclusion in the Form 10-D relating to such Distribution
              Date. If on any Distribution Date after December 2006, the Significance
              Percentage is greater than 10%, the Trust Administrator shall include
              the
              Significance Percentage on the statement to Certificateholders for
              the related
              Distribution Date.

             

               The
              Trust
              Administrator shall calculate the Significance Percentage in accordance
              with the
              definition of “Significance Percentage” as set forth herein.

             

            	SECTION
                    4.03.  	
                    Remittance
                      Reports, Advances.

                  


             

            (a)  In
              the
              case of HomEq, as Servicer, on the 2nd Business Day following the Determination
              Date, but in no event later than noon on the 18th calendar day (or,
              if such 18th
              day is not a Business Day (other than a Saturday), then on the next
              succeeding
              Business Day, or, if such 18th day is a Saturday, then on the preceding
              Business
              Day), in the case of Wells Fargo as Servicer, no later than the 10th
              calendar
              day (or, if such 10th day is not a Business Day (other than a Saturday),
              then on
              the next succeeding Business Day, or, if such 10th day is a Saturday,
              then on
              the preceding Business Day), each Servicer shall furnish to the Trust
              Administrator, the NIMS Insurer and the Credit Risk Manager (subject
              to the
              related Credit Risk Management Agreement) a monthly remittance advice
              (which
              together with any supplemental reports is known as the “Remittance Report”) in a
              format attached as Exhibit R-2 or in any other format as mutually agreed
              to
              between the related Servicer and the Trust Administrator, containing
              such
              information regarding the Mortgage Loans as is needed by the Trust
              Administrator
              to perform its duties as set forth in Section 4.01 and 4.02 hereof.
              Such
              Remittance Report will also include a delinquency report substantially
              in the
              form set forth in Exhibit R-1 and a realized loss report substantially
              in the
              form set forth in Exhibit R-3 (or in either case, such other format
              as mutually
              agreed to between the related Servicer and the Trust Administrator).
              No later
              than 3 Business Days after the 15th day of each calendar month, each
              Servicer
              shall furnish to the Trust Administrator a monthly report containing
              such
              information regarding prepayments in full on Mortgage Loans during
              the
              applicable Prepayment Period in a format as mutually agreed to between
              the
              related Servicer and the Trust Administrator.

             

            (b)  With
              respect to any Mortgage Loan on which a Monthly Payment was due during
              the
              related Due Period and delinquent on the related Determination Date,
              the amount
              of each Servicer’s Advance will be equal to the Monthly Payment (net of the
              related Servicing Fee) that would have been due on the related Due
              Date in
              respect of the related Mortgage Loan. With respect to each REO Property,
              which
              REO Property was acquired during or prior to the related Prepayment
              Period and
              as to which such REO Property an REO Disposition did not occur during
              the
              related Prepayment Period, an amount equal to the excess, if any, of
              the Monthly
              Payment (net of the related Servicing Fee) that would have been due
              on the
              related Due Date in respect of the related Mortgage Loan, over the
              net income
              from such REO Property deposited in the Collection Account pursuant
              to Section
              3.23 for distribution on such Distribution Date.

             

               On
              the
              Servicer Remittance Date, each Servicer shall remit in immediately
              available
              funds to the Trust Administrator for deposit in the Distribution Account
              an
              amount equal to the aggregate amount of Advances, if any, to be made
              in respect
              of the Mortgage Loans for the related Distribution Date either (i)
              from its own
              funds or (ii) from the Collection Account, to the extent of funds held
              therein
              for future distribution (in which case it will cause to be made an
              appropriate
              entry in the records of the Collection Account that amounts held for
              future
              distribution have been, as permitted by this Section 4.03, used by
              the related
              Servicer in discharge of any such Advance) or (iii) in the form of
              any
              combination of (i) and (ii) aggregating the total amount of Advances
              to be made
              by the related Servicer with respect to the Mortgage Loans. Any amounts
              held for
              future distribution used by a Servicer to make a Advance as permitted
              in the
              preceding sentence shall be appropriately reflected in the related
              Servicer’s
              records and replaced by the related Servicer by deposit in the Collection
              Account on or before any future Servicer Remittance Date to the extent
              that the
              Available Funds for the related Distribution Date (determined without
              regard to
              Advances to be made on the Servicer Remittance Date) shall be less
              than the
              total amount that would be distributed to the Certificateholders pursuant
              to
              Section 4.01 on such Distribution Date if such amounts held for future
              distributions had not been so used to make Advances. The Trust Administrator
              will provide notice to the applicable Servicer and the NIMS Insurer
              by telecopy
              by the close of business on the Servicer Remittance Date in the event
              that the
              amount remitted by the related Servicer to the Trust Administrator
              on such date
              is less than the Advances required to be made by the related Servicer
              for the
              related Distribution Date.

             

            (c)  The
              obligation of each Servicer to make such Advances is mandatory, notwithstanding
              any other provision of this Agreement but subject to (d) below, and,
              with
              respect to any Mortgage Loan or REO Property, shall continue until
              a Final
              Recovery Determination in connection therewith or the removal thereof
              from the
              Trust Fund pursuant to any applicable provision of this Agreement,
              except as
              otherwise provided in this Section. With respect however to Balloon
              Mortgage
              Loans, no Servicer shall be required to make any Advances covering
              the Balloon
              Payment.

             

            (d)  Notwithstanding
              anything herein to the contrary, no Advance or Servicing Advance shall
              be
              required to be made hereunder by any Servicer if such Advance or Servicing
              Advance would, if made, constitute a Nonrecoverable Advance or Nonrecoverable
              Servicing Advance, respectively. The determination by the a Servicer
              that it has
              made a Nonrecoverable Advance or a Nonrecoverable Servicing Advance
              or that any
              proposed Advance or Servicing Advance, if made, would constitute a
              Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively,
              shall
              be evidenced by a certification of a Servicing Officer delivered to
              the Trust
              Administrator (whereupon, upon receipt of such certification, the Trust
              Administrator shall forward a copy of such certification to the Depositor,
              the
              Trustee, the NIMS Insurer and the Credit Risk Manager). Notwithstanding
              the
              foregoing, if following the application of Liquidation Proceeds on
              any Mortgage
              Loan that was the subject of a Final Recovery Determination, any Servicing
              Advance with respect to such Mortgage Loan shall remain unreimbursed
              to the
              related Servicer, then without limiting the provisions of Section 3.11(a),
              a
              certification of a Servicing Officer regarding such Nonrecoverable
              Servicing
              Advance shall not be required to be delivered by the related Servicer
              to the
              Trust Administrator. 

             

            (e)  In
              the
              event a Servicer fails to make any Advance required to be made by it
              pursuant to
              this Section 4.03 and such failure is not remedied within the applicable
              cure
              period pursuant to Section 7.01(a), then, pursuant to Section 7.01(a),
              the
              related Servicer will be terminated, and, in accordance with Sections
              7.01(a)
              and 7.02, the Master Servicer or (if the Master Servicer is the Servicer)
              the
              Trustee (in its respective capacity as successor servicer) or another
              successor
              servicer shall be required to make such Advance on the Distribution
              Date with
              respect to which the applicable Servicer was required to make such
              Advance,
              subject to the Master Servicer’s or the Trustee’s (or other successor
              servicer’s) determination of recoverability. Each Servicer, the Master Servicer
              or the Trustee, as applicable (or other successor servicer) shall not
              be
              required to make any Advance to cover any Relief Act Interest Shortfall
              on any
              Mortgage Loan or shortfalls relating to bankruptcy proceedings. If
              the Master
              Servicer or the Trustee, as applicable (or other successor servicer)
              is required
              to make any Advances, such advances may be made by it in the manner
              set forth
              under subsection 4.03(b) above.

             

            	SECTION
                    4.04.  	
                    Allocation
                      of Realized Losses.

                  


             

            (a)  Prior
              to
              each Distribution Date, each Servicer shall determine as to each Mortgage
              Loan
              and REO Property: (i) the total amount of Realized Losses, if any,
              incurred in
              connection with any Final Recovery Determinations made during the related
              Prepayment Period; (ii) whether and the extent to which such Realized
              Losses
              constituted Bankruptcy Losses; and (iii) the respective portions of
              such
              Realized Losses allocable to interest and allocable to principal. Prior
              to each
              Distribution Date, each Servicer shall also determine as to each Mortgage
              Loan:
              (A) the total amount of Realized Losses, if any, incurred in connection
              with any
              Deficient Valuations made during the related Prepayment Period; and
              (B) the
              total amount of Realized Losses, if any, incurred in connection with
              Debt
              Service Reductions in respect of Monthly Payments due during the related
              Due
              Period. The information described in the two preceding sentences that
              is to be
              supplied by each Servicer shall be either included in the related Remittance
              Report or evidenced by an Servicing Officer certification delivered
              to the Trust
              Administrator by the related Servicer not later than the 18th of the
              calendar
              month in which such Distribution Date occurs (or, if such 18th day
              is not a
              Business Day (other than a Saturday), then on the next succeeding Business
              Day,
              or, if such 18th day is a Saturday, then on the preceding Business
              Day),
              immediately following the end of (x) in the case of Bankruptcy Losses
              allocable
              to interest, the Due Period during which any such Realized Loss was
              incurred,
              and (y) in the case of all other Realized Losses, the Prepayment Period
              during
              which any such Realized Loss was incurred.

             

            (b)  All
              Realized Losses on the Mortgage Loans shall be allocated by the Trust
              Administrator on each Distribution Date as follows: first, to Net Monthly
              Excess
              Cashflow; second, to Net Swap Payments received under the Interest
              Rate Swap
              Agreement, third, to payments received under the Interest Rate Cap
              Agreement,
              fourth, to the Class CE Certificates, until the Certificate Principal
              Balance
              thereof has been reduced to zero; fifth, to the Class M-11 Certificates,
              until
              the Certificate Principal Balance thereof has been reduced to zero;
              sixth, to
              the Class M-10 Certificates, until the Certificate Principal Balance
              thereof has
              been reduced to zero; seventh, to the Class M-9 Certificates, until
              the
              Certificate Principal Balance thereof has been reduced to zero; eighth,
              to the
              Class M-8 Certificates, until the Certificate Principal Balance thereof
              has been
              reduced to zero; ninth, to the Class M-7 Certificates, until the Certificate
              Principal Balance thereof has been reduced to zero; tenth, to the Class
              M-6
              Certificates, until the Certificate Principal Balance thereof has been
              reduced
              to zero; eleventh, to the Class M-5 Certificates, until the Certificate
              Principal Balance thereof has been reduced to zero; twelfth, to the
              Class M-4
              Certificates, until the Certificate Principal Balance thereof has been
              reduced
              to zero; thirteenth, to the Class M-3 Certificates, until the Certificate
              Principal Balance thereof has been reduced to zero; fourteenth, to
              the Class M-2
              Certificates, until the Certificate Principal Balance thereof has been
              reduced
              to zero; and fifteenth, to the Class M-1 Certificates, until the Certificate
              Principal Balance thereof has been reduced to zero. All Realized Losses
              to be
              allocated to the Certificate Principal Balances of all Classes on any
              Distribution Date shall be so allocated after the actual distributions
              to be
              made on such date as provided above. All references above to the Certificate
              Principal Balance of any Class of Certificates shall be to the Certificate
              Principal Balance of such Class immediately prior to the relevant Distribution
              Date, before reduction thereof by any Realized Losses, in each case
              to be
              allocated to such Class of Certificates, on such Distribution Date.

             

               Any
              allocation of Realized Losses to a Mezzanine Certificate on any Distribution
              Date shall be made by reducing the Certificate Principal Balance thereof
              by the
              amount so allocated; any allocation of Realized Losses to a Class CE
              Certificate
              shall be made by reducing the amount otherwise payable in respect thereof
              pursuant to Section 4.01(a)(5)(iv). No allocations of any Realized Losses
              shall be made to the Certificate Principal Balances of the Class A
              Certificates
              or the Class P Certificates.

             

               As
              used
              herein, an allocation of a Realized Loss on a “pro
              rata
              basis”
among two or more specified Classes of Certificates means an allocation
              on a
pro
              rata
              basis,
              among the various Classes so specified, to each such Class of Certificates
              on
              the basis of their then outstanding Certificate Principal Balances
              prior to
              giving effect to distributions to be made on such Distribution Date.
              All
              Realized Losses and all other losses allocated to a Class of Certificates
              hereunder will be allocated among the Certificates of such Class in
              proportion
              to the Percentage Interests evidenced thereby.

             

            (c)  With
              respect to the REMIC I Regular Interests, all Realized Losses on the
              Mortgage
              Loans shall be allocated by the Trust Administrator on each Distribution
              Date
              first, to REMIC I Regular Interest I until the Uncertificated Balance
              has been
              reduced to zero and then to REMIC I Regular Interest I-1-A through
              I-60-B,
              starting with the lowest numerical denomination until the Uncertificated
              Balance
              of each such REMIC I Regular Interest is reduced to zero, provided
              that, for
              REMIC I Regular Interests with the same numerical denomination, such
              Realized
              Losses shall be allocated pro rata between such REMIC I Regular
              Interests.

             

            (d)  With
              respect to the REMIC II Regular Interests, all Realized Losses on the
              Mortgage
              Loans shall be allocated by the Trust Administrator on each Distribution
              Date to
              the following REMIC II Regular Interests in the specified percentages,
              as
              follows: first, to Uncertificated Interest payable to the REMIC II
              Regular
              Interest II-LTAA and REMIC II Regular Interest II-LTZZ up to an aggregate
              amount
              equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%,
              respectively;
              second, to the Uncertificated Balances of the REMIC II Regular Interest
              II-LTAA
              and REMIC II Regular Interest II-LTZZ up to an aggregate amount equal
              to the
              REMIC II Principal Loss Allocation Amount, 98% and 2%, respectively;
              third, to
              the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC
              II
              Regular Interest II-LTM11 and REMIC II Regular Interest II-LTZZ, 98%,
              1% and 1%,
              respectively, until the Uncertificated Balance of REMIC II Regular
              Interest
              II-LTM11 has been reduced to zero; fourth, to the Uncertificated Balances
              of
              REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM10
              and REMIC
              II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
              Uncertificated Balance of REMIC II Regular Interest II-LTM10 has been
              reduced to
              zero; fifth, to the Uncertificated Balances of REMIC II Regular Interest
              II-LTAA, REMIC II Regular Interest II-LTM9 and REMIC II Regular Interest
              II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
              of REMIC
              II Regular Interest II-LTM9 has been reduced to zero; sixth, to the
              Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC
              II Regular
              Interest II-LTM8 and REMIC II Regular Interest II-LTZZ, 98%, 1% and
              1%,
              respectively, until the Uncertificated Balance of REMIC II Regular
              Interest
              II-LTM8 has been reduced to zero; seventh, to the Uncertificated Balances
              of
              REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM7
              and REMIC
              II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
              Uncertificated Balance of REMIC II Regular Interest II-LTM7 has been
              reduced to
              zero; eighth, to the Uncertificated Balances of REMIC II Regular Interest
              II-LTAA, REMIC II Regular Interest II-LTM6 and REMIC II Regular Interest
              II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
              of REMIC
              II Regular Interest II-LTM6 has been reduced to zero; ninth, to the
              Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC
              II Regular
              Interest II-LTM5 and REMIC II Regular Interest II-LTZZ, 98%, 1% and
              1%,
              respectively, until the Uncertificated Balance of REMIC II Regular
              Interest
              II-LTM5 has been reduced to zero; tenth, to the Uncertificated Balances
              of REMIC
              II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM4 and
              REMIC II
              Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
              Balance of REMIC II Regular Interest II-LTM4 has been reduced to zero;
              eleventh,
              to the Uncertificated Balances of REMIC II Regular Interest II-LTAA,
              REMIC II
              Regular Interest II-LTM3 and REMIC II Regular Interest II-LTZZ, 98%,
              1% and 1%,
              respectively, until the Uncertificated Balance of REMIC II Regular
              Interest
              II-LTM3 has been reduced to zero; twelfth, to the Uncertificated Balances
              of
              REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM2
              and REMIC
              II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
              Uncertificated Balance of REMIC II Regular Interest II-LTM2 has been
              reduced to
              zero; and thirteenth, to the Uncertificated Balances of REMIC II Regular
              Interest II-LTAA, REMIC II Regular Interest II-LTM1 and REMIC II Regular
              Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
              Balance
              of REMIC II Regular Interest II-LTM1 has been reduced to zero.

             

            	SECTION
                    4.05.  	
                    Compliance
                      with Withholding Requirements.

                  


             

               Notwithstanding
              any other provision of this Agreement, the Trust Administrator shall
              comply with
              all federal withholding requirements respecting payments to Certificateholders
              of interest or original issue discount that the Trust Administrator
              reasonably
              believes are applicable under the Code. The consent of Certificateholders
              shall
              not be required for such withholding. In the event the Trust Administrator
              does
              withhold any amount from interest or original issue discount payments
              or
              advances thereof to any Certificateholder pursuant to federal withholding
              requirements, the Trust Administrator shall indicate the amount withheld
              to such
              Certificateholders.

             

            	SECTION
                    4.06.  	
                    Exchange
                      Commission Filings; Additional
                      Information.

                  


             

            (a)  (i)
              Within 15 days after each Distribution Date (subject to permitted extensions
              under the Exchange Act), the Trust Administrator shall, in accordance
              with
              industry standards, prepare and file with the Commission via the Electronic
              Data
              Gathering and Retrieval System (“EDGAR”), a distribution report on Form 10-D,
              signed by the Master Servicer, with a copy of the Monthly Statement
              to be
              furnished by the Trust Administrator to the Certificateholders for
              such
              Distribution Date attached thereto. Any disclosure in addition to the
              Monthly
              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 P to the
              Depositor and the Trust Administrator and 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
              Additional Form 10-D Disclosure, except as set forth in the next
              paragraph.

             

            (ii) As
              set
              forth on Exhibit P hereto, within 5 calendar days after the related
              Distribution
              Date, (i) the parties described on Exhibit P 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
              otherwise 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 in the form of Exhibit Q hereto
              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. The
              Trust Administrator has no duty under this Agreement to monitor or
              enforce the
              performance by the other parties listed on Exhibit P of their duties
              under this
              paragraph or proactively solicit or procure from such other 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. 

             

            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 represents to
              the Trust Administrator that the Depositor has filed all such required
              reports
              during the preceding 12 months and that it has been subject to such
              filing
              requirement for the past 90 days. The Depositor shall notify the Trust
              Administrator in writing, no later than the fifth calendar day after
              the related
              Distribution Date with respect to the filing of a report on Form 10-D,
              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.

             

            After
              preparing the Form 10-D, the Trust Administrator shall forward electronically
              a
              copy of the Form 10-D to the Depositor (provided that such Form 10-D
              includes
              any Additional Form 10-D Disclosure). Within two Business Days after
              receipt of
              such copy, but 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
              4.06(a)(vi). 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 each of
              the Master
              Servicer and the Trust Administrator of its duties under this Section
              4.06(a)(ii) 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 4.06(a)(ii). The
              Depositor
              acknowledges that the performance by each of the Master Servicer and
              the Trust
              Administrator of its respective duties under this Section 4.06(a)(ii)
              related to
              the preparation and execution of Form 10-D is also contingent upon
              each
              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. 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 or 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
              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. Notwithstanding anything contained herein, the Trust Administrator
              shall promptly notify the Depositor if a Form 10-D cannot be timely
              filed prior
              to the related filing deadline.

             

            (iii) Within
              four (4) Business Days after the occurrence of an event requiring disclosure
              on
              Form 8-K (each such event, a “Reportable Event”), and if requested by the
              Depositor, the Trust Administrator shall prepare and file on behalf
              of the Trust
              a Form 8-K, as required by the Exchange Act, provided that the Depositor
              shall
              file the initial Form 8-K in connection with the issuance of the Certificates.
              Any disclosure or information related to a Reportable Event or that
              is otherwise
              required to be included on Form 8-K (other than the initial Form 8-K)
              (“Form 8-K
              Disclosure Information”) shall be reported by the parties set forth on Exhibit P
              and, pursuant to the following paragraph, directed and approved by
              the
              Depositor, and the Trust Administrator will have no duty or liability
              for any
              failure hereunder to determine or prepare any Form 8-K Disclosure Information
              or
              Form 8-K, except as set forth in the next paragraph.

             

               As
              set
              forth on Exhibit P hereto, for so long as the Trust is subject to the
              Exchange
              Act reporting requirements, no later than close of business (New York
              City time)
              on the 2nd Business Day after the occurrence of a Reportable Event
              (i) the
              parties set forth on Exhibit P shall be required pursuant to Section
              4.06(a)(v)
              below to provide to the Trust Administrator and the Depositor, to the
              extent
              known by a Responsible Officer thereof, in EDGAR-compatible format,
              or in such
              other format as otherwise agreed upon by the Trust Administrator, the
              Depositor
              and such party, the form and substance of any Form 8-K Disclosure Information,
              if applicable, 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 Form 8-K.
              The
              Depositor will be responsible for any reasonable fees and expenses
              assessed or
              incurred by the Trust Administrator in connection with including any
              Form 8-K
              Disclosure Information on Form 8-K pursuant to this Section.

             

               After
              preparing the Form 8-K, the Trust Administrator shall forward electronically
              a
              copy of the Form 8-K to the Depositor. Promptly, but no later than
              the close of
              business on the third Business Day after the Reportable Event, the
              Depositor
              shall notify the Trust Administrator in writing (which may be furnished
              electronically) of any changes to or approval of such Form 8-K. 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 4.06(a)(vi). 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 8-K filed by
              the Trust
              Administrator. 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 4.06(a)(iii) 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 4.06(a)(iii).
              The Depositor acknowledges that the performance by each of the Master
              Servicer
              and the Trust Administrator of its duties under this Section 4.06(a)(iii)
              related to the preparation, execution and filing of Form 8-K is also
              contingent
              upon each 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.
              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 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 each Servicer, the
              Custodian or
              any Servicing Function Participant (other than any Servicing Function
              Participant engaged by the Master Servicer or Trust Administrator)
              needed to
              prepare, arrange for execution or file such Form 8-K, not resulting
              from its own
              negligence, bad faith or willful misconduct. Notwithstanding anything
              contained
              herein, the Trust Administrator shall promptly notify the Depositor
              if a Form
              8-K cannot be timely filed prior to the related filing deadline.

             

            (iv)
               On
              or
              prior to 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 2007, the Trust Administrator shall
              prepare and
              file on behalf of the Trust a Form 10-K, in form and substance as required
              by
              the Exchange Act. Each such Form 10-K shall include the following items,
              in each
              case to the extent they have been delivered to the Trust Administrator
              within
              the applicable time frames set forth in this Agreement:

             

            (a) an
              annual
              compliance statement for each Servicer, the Master Servicer, the Trust
              Administrator and any Servicing Function Participant engaged by such
              parties
              (each, a “Reporting
              Servicer”)
              as
              described under Section 3.20 of this Agreement, provided,
              however,
              that
              the Trust Administrator, at its discretion, may omit from the Form
              10-K any
              annual compliance statement that is not required to be filed with such
              Form 10-K
              pursuant to Regulation AB; 

             

            (b) (A)
              the
              annual reports on assessment of compliance with Servicing Criteria
              for each
              Reporting Servicer, as described under Section 3.21 of this Agreement
              and (B) if
              each Reporting Servicer’s report on assessment of compliance with Servicing
              Criteria identifies any material instance of noncompliance, disclosure
              identifying such instance of noncompliance, or if each Reporting Servicer’s
              report on 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, at its discretion, may omit from the Form
              10-K any
              assessment of compliance or attestation report described in clause
              (c) below
              that is not required to be filed with such Form 10-K pursuant to Regulation
              AB;


             

            (c) (A)
              the
              registered public accounting firm attestation report for each Reporting
              Servicer, as described under Section 3.21 of this Agreement and (B)
              if any
              registered public accounting firm attestation report identifies any
              material
              instance of noncompliance, disclosure identifying such instance of
              noncompliance, or if any such registered public accounting firm attestation
              report is not included as an exhibit to such Form 10-K, disclosure
              that such
              report is not included and an explanation why such report is not included;
              and


             

            (d) a
              Sarbanes-Oxley Certification as described in this Section 4.06(a)(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 P to the Depositor
              and the Trust
              Administrator and 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 Additional Form
              10-K
              Disclosure, except as set forth in the next paragraph. 

             

               As
              set
              forth on Exhibit P hereto, no later than March 15th
              (with no
              cure period) of each year that the Trust is subject to the Exchange
              Act
              reporting requirements, commencing in 2007, (i) the parties described
              on Exhibit
              P 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 otherwise agreed upon by the Trust
              Administrator and such party, the form and substance of any Additional
              Form 10-K
              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-K Disclosure
              on Form
              10-K. The Trust Administrator has no duty under this Agreement to monitor
              or
              enforce the performance by the other parties listed on Exhibit P of
              their duties
              under this paragraph or proactively solicit or procure from such other
              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.

             

               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 it has been subject to such
              filing
              requirement for the past 90 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.

             

            After
              preparing the Form 10-K, the Trust Administrator shall forward electronically
              a
              copy of the Form 10-K to the Depositor. Within three Business Days
              after receipt
              of such copy, but no later than March 25th, the Depositor shall notify
              the Trust
              Administrator in writing (which may be furnished electronically) of
              any changes
              to or approval of such Form 10-K. 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 4.06(a)(vi). 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-K filed
              by the Trust
              Administrator. 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 4.04(a)(iv) 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 4.04(a)(iv),
              Section 3.20 and Section 3.21. The Depositor acknowledges that the
              performance
              by each of the Master Servicer and the Trust Administrator of its duties
              under
              this Section 4.04(a)(iv) related to the timely preparation and execution
              of Form
              10-K is also contingent upon each 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 related Servicing Agreement, the custodial
              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 each Servicer, the Custodian or any Servicing
              Function
              Participant needed to prepare, arrange for execution or file such Form
              10-K, not
              resulting from its own negligence, bad faith or willful misconduct.
              Notwithstanding anything contained herein, the Trust Administrator
              shall
              promptly notify the Depositor if a Form 10-K cannot be timely filed
              prior to the
              related filing deadline.

             

               Each
              Form
              10-K shall include a Sarbanes-Oxley Certification, substantially in
              the form set
              forth in Exhibit J-1 attached hereto, required to be included therewith
              pursuant
              to the Sarbanes-Oxley Act. Each Servicer 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 15th (with no 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 J-2, upon which the Certifying
              Person, the
              entity for which the Certifying Person acts as an officer, and such
              entity’s
              officers, directors and Affiliates (collectively with the Certifying
              Person,
“Certification
              Parties”)
              can
              reasonably rely. 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 such party
              is terminated or resigns pursuant to the terms of this Agreement, or
              any
              applicable sub-servicing agreement, as the case may be, such party
              shall provide
              a Back-Up Certification to the Certifying Person pursuant to this Section
              4.06
              (a)(iv) with respect to the period of time it was subject to this Agreement
              or
              any applicable sub-servicing agreement, as the case may be. 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 any Servicing Agreement
              or custodial
              agreement. 

             

               (v)
              With
              respect to any Additional Form 10-D Disclosure, Additional Form 10-K
              Disclosure
              or any Form 8-K Disclosure Information (collectively, the “Additional
              Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
              include such Additional Information in the applicable Exchange Act
              report is
              subject to its receipt of such information from the entity that is
              indicated in
              Exhibit P as the responsible party for providing such information,
              if other than
              the Trust Administrator, as and when required as described in Section
              4.06(a)(ii) through (iv) above. Each of the Master Servicer, each Servicer
              and
              Depositor hereby agree to notify and to provide, to the extent known,
              to the
              Trust Administrator and the Depositor, all Additional Disclosure relating
              to the
              Trust Fund, with respect to which such party is the responsible party
              for
              providing that information, as indicated in Exhibit P hereof. The Swap
              Provider
              will be obligated pursuant to the Swap Agreement to provide to the
              Trust
              Administrator and the Depositor any information that may be required
              to be
              included in any Form 10-D, Form 8-K or Form 10-K. Each Servicer shall
              be
              responsible for determining the pool concentration applicable to any
              related
              Sub-Servicer or Originator at any time, for purposes of disclosure
              as required
              by Items 1108 and 1110 of Regulation AB.

             

               (vi)
              On
              or
              prior to January 30 of the first year in which the Trust Administrator
              is able
              to do so under applicable law, the Trust Administrator shall prepare
              and file a
              Form 15 Suspension Notification relating to the automatic suspension
              of
              reporting in respect of the Trust under the Exchange Act. 

             

               In
              the
              event that the Trust Administrator is unable to timely file with the
              Commission
              all or any required portion of any Form 8-K, Form 10-D or Form 10-K
              required to
              be filed pursuant to this Agreement because required disclosure information
              was
              either not delivered to it or was delivered to it after the delivery
              deadlines
              set forth in this Agreement or for any other reason, the Trust Administrator
              will promptly electronically 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 Monthly 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 Form 8-K/A, Form
              10-D/A or
              Form 10-K/A. 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 representative, or senior
              officer
              in charge of master servicing, as applicable, of the Master Servicer.
              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
              4.06(a)(vi) 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 or 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 amendments to Form 8-K, Form 10-D or Form 10-K, where such failure
              results
              from the Trust Administrator’s inability or failure to obtain or receive, on a
              timely basis, any information from each Servicer, the Custodian or
              any Servicing
              Function Participant needed to prepare, arrange for execution or file
              such Form
              15, Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K,
              not
              resulting from its own negligence, bad faith or willful misconduct.

             

               The
              Depositor agrees to promptly furnish to the Trust Administrator, from
              time to
              time upon request, such further information, reports and financial
              statements
              within its control related to this Agreement, and the Mortgage Loans
              as the
              Trust Administrator reasonably deems appropriate to prepare and file
              all
              necessary reports with the Commission. The Trust Administrator shall
              have no
              responsibility to file any items other than those specified in this
              Section
              4.06; provided, however, the Trust Administrator will cooperate with
              the
              Depositor in connection with any additional filings with respect to
              the Trust
              Fund as the Depositor deems necessary under the Exchange Act. Fees
              and expenses
              incurred by the Trust Administrator in connection with this Section
              4.06 shall
              not be reimbursable from the Trust Fund.

             

            (b)  The
              Trust
              Administrator shall indemnify and hold harmless the Depositor and its
              officers,
              directors and affiliates from and against any losses, damages, penalties,
              fines,
              forfeitures, reasonable and necessary legal fees and related costs,
              judgments
              and other costs and expenses arising out of or based upon (i) a breach
              of the
              Trust Administrator’s obligations under this Section 4.06 or the Trust
              Administrator’s negligence, bad faith or willful misconduct in connection
              therewith or (ii) any material misstatement or omission in the Annual
              Statement
              of Compliance and the Assessment of Compliance delivered by the Trust
              Administrator pursuant to Section 3.20 and Section 3.21.

             

               The
              Depositor shall indemnify and hold harmless the Trust Administrator
              and the
              Master Servicer and their respective officers, directors and affiliates
              from and
              against any losses, damages, penalties, fines, forfeitures, reasonable
              and
              necessary legal fees and related costs, judgments and other costs and
              expenses
              arising out of or based upon a breach of the obligations of the Depositor
              under
              this Section 4.06 or the Depositor’s negligence, bad faith or willful misconduct
              in connection therewith.

             

               The
              Master Servicer shall indemnify and hold harmless the Trust Administrator
              and
              the Depositor and their respective officers, directors and affiliates
              from and
              against any losses, damages, penalties, fines, forfeitures, reasonable
              and
              necessary legal fees and related costs, judgments and other costs and
              expenses
              arising out of or based upon (i) a breach of the obligations of the
              Master
              Servicer under this Section 4.06 or the Master Servicer’s negligence, bad faith
              or willful misconduct in connection therewith or (ii) any material
              misstatement
              or omission in the Statement as to Compliance delivered by the Master
              Servicer
              pursuant to Section 3.20 or the Assessment of Compliance delivered
              by the Master
              Servicer pursuant to Section 3.21.

             

               Each
              Servicer shall indemnify and hold harmless the Master Servicer, Trust
              Administrator and the Depositor and their respective officers, directors
              and
              affiliates from and against any losses, damages, penalties, fines,
              forfeitures,
              reasonable and necessary legal fees and related costs, judgments and
              other costs
              and expenses arising out of or based upon (i) a breach of its obligations
              under
              this Section 4.06 and (ii) any material misstatement or omission in
              the Annual
              Statement of Compliance delivered by it pursuant to Section 3.20 or
              the
              Assessment of Compliance delivered by it pursuant to Section 3.21.

             

               Notwithstanding
              the provisions set forth in this Agreement, no Servicer shall be obligated
              to
              provide any indemnification or reimbursement hereunder to any other
              party for
              any losses, damages, penalties, fines, forfeitures, legal fees and
              expenses and
              related costs, judgments, and any other costs, fees and expenses that
              any of
              them may sustain which are indirect, consequential, punitive or special
              in
              nature.

             

               If
              the
              indemnification provided for herein is unavailable or insufficient
              to hold
              harmless the Depositor, the Master Servicer or the Trust Administrator,
              as
              applicable, then the defaulting party, in connection with a breach
              of its
              respective obligations under this Section 4.06 or its respective negligence,
              bad
              faith or willful misconduct in connection therewith, agrees that it
              shall
              contribute to the amount paid or payable by the other parties as a
              result of the
              losses, claims, damages or liabilities of the other party in such proportion
              as
              is appropriate to reflect the relative fault and the relative benefit
              of the
              respective parties.

             

            (c)  Nothing
              shall be construed from the foregoing subsections (a) and (b) to require
              the
              Trust Administrator or any officer, director or Affiliate thereof to
              sign any
              Form 10-K or any certification contained therein. Furthermore, the
              inability of
              the Trust Administrator to file a Form 10-K as a result of the lack
              of required
              information as set forth in Section 4.06(a) or required signatures
              on such Form
              10-K or any certification contained therein shall not be regarded as
              a breach by
              the Trust Administrator of any obligation under this Agreement.

             

            (d)  Notwithstanding
              the provisions of Section 11.01, this Section 4.06 may be amended without
              the
              consent of the Certificateholders.

             

            	SECTION
                    4.07.  	
                    Net
                      WAC Rate Carryover Reserve Account.

                  


             

               No
              later
              than the Closing Date, the Trust Administrator shall establish and
              maintain with
              itself a separate, segregated trust account titled, “Wells Fargo Bank, N.A. as
              Trust Administrator, in trust for the registered holders of MASTR Asset
              Backed
              Securities Trust 2006-HE4, Mortgage Pass-Through Certificates, Series
              2006-HE4—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the
              Net WAC Rate Carryover Reserve Account shall be distributed to the
              Holders of
              the Class A Certificates and/or the Mezzanine Certificates in the manner
              set
              forth in Section 4.01.

             

               On
              each
              Distribution Date as to which there is a Net WAC Rate Carryover Amount
              payable
              to the Class A Certificates and/or the Mezzanine Certificates, the
              Trust
              Administrator has been directed by the Class CE Certificateholders
              to, and
              therefore will, deposit into the Net WAC Rate Carryover Reserve Account
              the
              amounts described in Section 4.01(e)(v), rather than distributing such
              amounts to the Class CE Certificateholders. On each such Distribution
              Date, the
              Trust Administrator shall hold all such amounts for the benefit of
              the Holders
              of the Class A Certificates and the Mezzanine Certificates, and will
              distribute
              such amounts to the Holders of the Class A Certificates and/or the
              Mezzanine
              Certificates in the amounts and priorities set forth in
              Section 4.01(a).

             

               It
              is the intention of the parties hereto that, for federal and state
              income and
              state and local franchise tax purposes, the Net WAC Rate Carryover
              Reserve
              Account be disregarded as an entity separate from the Holder of the
              Class CE
              Certificates unless and until the date when either (a) there is more
              than one
              Class CE Certificateholder or (b) any Class of Certificates in addition
              to the
              Class CE Certificates is recharacterized as an equity interest in the
              Net WAC
              Rate Carryover Reserve Account for federal income tax purposes, in
              which case it
              is the intention of the parties hereto that, for federal and state
              income and
              state and local franchise tax purposes, the Net WAC Rate Carryover
              Reserve
              Account be treated as a grantor trust;
              provided, that the Trust Administrator shall not be required to prepare
              and file
              grantor trust tax returns in respect of such grantor trust unless it
              receives
              additional reasonable compensation (not to exceed $10,000 per year)
              from the
              Holders of the Class CE Certificates for the preparation of such filings,
              written notification recognizing the creation of a grantor trust and
              comparable
              documentation evidencing the grantor trust, if any.
              All
              amounts deposited into the Net WAC Rate Carryover Reserve Account shall
              be
              treated as amounts distributed by REMIC III to the Holder of the Class
              CE
              Interest and by REMIC IV to the Holder of the Class CE Certificates.
              The Net WAC
              Rate Carryover Reserve Account will be an “outside reserve fund” within the
              meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination
              of the
              Trust, or the payment in full of the Class A and the Mezzanine Certificates,
              all
              amounts remaining on deposit in the Net WAC Rate Carryover Reserve
              Account will
              be released by the Trust and distributed to the Seller or its designee.
              The Net
              WAC Rate Carryover Reserve Account will be part of the Trust but not
              part of any
              REMIC and any payments to the Holders of the Class A and the Mezzanine
              Certificates of Net WAC Rate Carryover Amounts will not be payments
              with respect
              to a “regular interest” in a REMIC within the meaning of Code Section
              860(G)(a)(1).

             

               By
              accepting a Class CE Certificate, each Class CE Certificateholder hereby
              agrees
              to direct the Trust Administrator, and the Trust Administrator hereby
              is
              directed, to deposit into the Net WAC Rate Carryover Reserve Account
              the amounts
              described above on each Distribution Date as to which there is any
              Net WAC Rate
              Carryover Amount rather than distributing such amounts to the Class
              CE
              Certificateholders. By accepting a Class CE Certificate, each Class
              CE
              Certificateholder further agrees that such direction is given for good
              and
              valuable consideration, the receipt and sufficiency of which is acknowledged
              by
              such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve
              Account shall remain uninvested.

             

            	SECTION
                    4.08.  	
                    Swap
                      Account.

                  


             

            (a)  On
              the
              Closing Date, there is hereby established a separate trust (the “Supplemental
              Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate
              Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental
              Interest Trust shall be maintained by the Supplemental
              Interest Trust Trustee.
              No
              later than the Closing Date, the Supplemental Interest Trust Trustee
              shall
              establish and maintain with itself a separate, segregated trust account
              titled,
“Wells Fargo Bank, N.A. as Supplemental Interest Trust Trustee, in trust
              for the
              registered holders of MASTR Asset Backed Securities Trust 2006-HE4,
              Mortgage
              Pass-Through Certificates, Series 2006-HE4—Swap Account.” Such account shall be
              an Eligible Account and funds on deposit therein shall be held separate
              and
              apart from, and shall not be commingled with, any other moneys, including,
              without limitation, other moneys of the Supplemental Interest Trust
              Trustee held
              pursuant to this Agreement. Amounts therein shall be held
              uninvested.

             

            (b)  On
              each
              Distribution Date, prior to any distribution to any Certificate, the
              Supplemental Interest Trust Trustee shall deposit into the Swap Account:
              (i) the
              amount of any Net Swap Payment or Swap Termination Payment (other than
              any Swap
              Termination Payment resulting from a Swap Provider Trigger Event) owed
              to the
              Swap Provider (after taking into account any upfront payment received
              from the
              counterparty to a replacement interest rate swap agreement) from funds
              collected
              and received with respect to the Mortgage Loans prior to the determination
              of
              Available Funds and (ii) amounts received by the Supplemental Interest
              Trust
              Trustee from the Swap Provider, for distribution pursuant to the Swap
              Administration Agreement, dated as of the Closing Date (the “Swap Administration
              Agreement”), among Wells Fargo Bank, N.A. in its capacity as Supplemental
              Interest Trust Trustee, Wells Fargo Bank, N.A. in its capacity as Swap
              Administrator, Wells Fargo Bank, N.A. in its capacity as Trust Administrator
              and
              the Seller.

             

            (c)  The
              Supplemental Interest Trust will be an “outside reserve fund” within the meaning
              of Treasury Regulation Section 1.860G-2(h). It
              is the intention of the parties hereto that, for federal and state
              income and
              state and local franchise tax purposes, the Supplemental Interest Trust
              be
              disregarded as an entity separate from the Holder of the Class CE Certificates
              unless and until the date when either (a) there is more than one Class
              CE
              Certificateholder or (b) any Class of Certificates in addition to the
              Class CE
              Certificates is recharacterized as an equity interest in the Supplemental
              Interest Trust for federal income tax purposes, in which case it is
              the
              intention of the parties hereto that, for federal and state income
              and state and
              local franchise tax purposes, the Supplemental Interest Trust be treated
              as a
              grantor trust; provided,
              that the Trust Administrator shall not be required to prepare and file
              grantor
              trust tax returns in respect of such grantor trust unless it receives
              additional
              reasonable compensation (not to exceed $10,000 per year) from the Holders
              of the
              Class CE Certificates for the preparation of such filings, written
              notification
              recognizing the creation of a grantor trust and comparable documentation
              evidencing the grantor trust, if any.

             

            (d)  To
              the
              extent that the Supplemental Interest Trust is determined to be a separate
              legal
              entity from the Supplemental Interest Trust Trustee, any obligation
              of the
              Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
              shall
              be deemed to be an obligation of the Supplemental Interest Trust.

             

            (e)  The
              Trust
              Administrator shall treat the Holders of Certificates (other than the
              Class P,
              Class CE, Class R and Class R-X Certificates) as having entered into
              a notional
              principal contract with respect to the Holders of the Class CE Certificates.
              Pursuant to each such notional principal contract, all Holders of Certificates
              (other than the Class P, Class CE, Class R and Class R-X Certificates)
              shall be
              treated as having agreed to pay, on each Distribution Date, to the
              Holder of the
              Class CE Certificates an aggregate amount equal to the excess, if any,
              of (i)
              the amount payable on such Distribution Date on the REMIC III Regular
              Interest
              corresponding to such Class of Certificates over (ii) the amount payable
              on such
              Class of Certificates on such Distribution Date (such excess, a “Class IO
              Distribution Amount”). A Class IO Distribution Amount payable from interest
              collections shall be allocated pro
              rata
              among
              such Certificates based on the excess of (a) the amount of interest
              otherwise
              payable to such Certificates over (ii) the amount of interest payable
              to such
              Certificates at a per annum rate equal to the Net WAC Pass-Through
              Rate, and a
              Class IO Distribution Amount payable from principal collections shall
              be
              allocated to the most subordinate Class of Certificates with an outstanding
              principal balance to the extent of such balance. In addition, pursuant
              to such
              notional principal contract, the Holder of the Class CE Certificates
              shall be
              treated as having agreed to pay Net WAC Rate Carryover Amounts to the
              Holders of
              the Certificates (other than the Class CE, Class P, Class R and Class
              R-X
              Certificates) in accordance with the terms of this Agreement. Any payments
              to
              the Certificates from amounts deemed received in respect of this notional
              principal contract shall not be payments with respect to a Regular
              Interest in a
              REMIC within the meaning of Code Section 860G(a)(1). However, any payment
              from
              the Certificates (other than the Class CE, Class P, Class R and Class
              R-X
              Certificates) of a Class IO Distribution Amount shall be treated for
              tax
              purposes as having been received by the Holders of such Certificates
              in respect
              of their interests in REMIC III and as having been paid by such Holders
              to the
              Trust Administrator pursuant to the notional principal contract. Thus,
              each
              Certificate (other than the Class P, Class R and Class R-X Certificates)
              shall
              be treated as representing not only ownership of Regular Interests
              in REMIC III
              or REMIC IV, but also ownership of an interest in, and obligations
              with respect
              to, a notional principal contract.

             

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

                  


             

               For
              federal income tax purposes, each holder of a Class A or Mezzanine
              Certificate
              is deemed to own an undivided beneficial ownership interest in a REMIC
              regular
              interest and the right to receive payments from either the Net WAC
              Rate
              Carryover Reserve Account or the Swap Account in respect of the Net
              WAC Rate
              Carryover Amount or the obligation to make payments to the Swap Account.
              For
              federal income tax purposes, the Trust Administrator will account for
              payments
              to each Class A and Mezzanine Certificates as follows: each Class A
              and
              Mezzanine Certificate will be treated as receiving their entire payment
              from
              REMIC III (regardless of any Swap Termination Payment or obligation
              under the
              Interest Rate Swap Agreement) and subsequently paying their portion
              of any Swap
              Termination Payments in respect of each such Class’ obligation under the
              Interest Rate Swap Agreement. In the event that any such Class is resecuritized
              in a REMIC, the obligation under the Interest Rate Swap Agreement to
              pay any
              such Swap Termination Payment (or any shortfall in Swap Provider Fee),
              will be
              made by one or more of the REMIC Regular Interests issued by the
              resecuritization REMIC subsequent to such REMIC Regular Interest receiving
              its
              full payment from any such Class A or Mezzanine Certificate. 

             

               The
              REMIC
              regular interest corresponding to a Class A or Mezzanine Certificate
              will be
              entitled to receive interest and principal payments at the times and
              in the
              amounts equal to those made on the certificate to which it corresponds,
              except
              that (i) the maximum interest rate of that REMIC regular interest will
              equal the
              Net WAC Pass-Through Rate computed for this purpose by limiting the
              Base
              Calculation Amount of the Interest Rate Swap Agreement to the aggregate
              Stated
              Principal Balance of the Mortgage Loans and (ii) any Swap Termination
              Payment
              will be treated as being payable solely from Net Monthly Excess Cashflow.
              As a
              result of the foregoing, the amount of distributions and taxable income
              on the
              REMIC regular interest corresponding to a Class A or Mezzanine Certificate
              may
              exceed the actual amount of distributions on the Class A or Mezzanine
              Certificate.

             

            	SECTION
                    4.10.  	
                    Cap
                      Account.

                  


             

            (a)  No
              later
              than the Closing Date, the Trust Administrator shall establish and
              maintain with
              itself, a separate, segregated trust account titled, “Wells Fargo Bank, N.A. as
              Supplemental Interest Trust Trustee, in trust for the registered holders
              of
              MASTR Asset Backed Securities Trust 2006-HE4, Mortgage Pass-Through
              Certificates, Series 2006-HE4—Cap Account.” Such account shall be an Eligible
              Account and amounts therein shall be held uninvested.

             

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

             

            (c)  It
              is the intention of the parties hereto that, for federal and state
              income and
              state and local franchise tax purposes, the Cap Account be disregarded
              as an
              entity separate from the Holder of the Class CE Certificates unless
              and until
              the date when either (a) there is more than one Class CE Certificateholder
              or
              (b) any Class of Certificates in addition to the Class CE Certificates
              is
              recharacterized as an equity interest in the Cap Account for federal
              income tax
              purposes, in which case it is the intention of the parties hereto that,
              for
              federal and state income and state and local franchise tax purposes,
              the Cap
              Account be treated as a grantor trust. The
              Cap
              Account will be an “outside reserve fund” within the meaning of Treasury
              Regulation Section 1.860G-2(h). Upon the termination of the Trust Fund,
              or the
              payment in full of the Class A Certificates and the Mezzanine Certificates,
              all
              amounts remaining on deposit in the Cap Account shall be released by
              the Trust
              Fund and distributed to the Class CE Certificateholders or their designees.
              The
              Cap Account shall be part of the Trust Fund but not part of any Trust
              REMIC and
              any payments to the Holders of the Floating Rate Certificates of Net
              WAC Rate
              Carryover Amounts will not be payments with respect to a “regular interest” in a
              REMIC within the meaning of Code Section 860(G)(a)(1).

             

               It
              is the
              intention of the parties hereto that, for federal and state income
              and state and
              local franchise tax purposes, the Cap Account be disregarded as an
              entity
              separate from the Holder of the Class CE Certificates unless and until
              the date
              when either (a) there is more than one Holder of the Class CE Certificates
              or
              (b) any Class of Certificates in addition to the Class CE Certificates
              is
              recharacterized as an equity interest in the Cap Account for federal
              income tax
              purposes, in which case it is the intention of the parties hereto that,
              for
              federal and state income and state and local franchise tax purposes,
              the Cap
              Account be treated as a grantor trust, provided, that the Trust Administrator
              shall not be required to prepare and file grantor trust tax returns
              in respect
              of such grantor trust unless it receives additional reasonable compensation
              (not
              to exceed $10,000 per year) from the Holders of the Class CE Certificates
              for
              the preparation of such filings, written notification recognizing the
              creation
              of a grantor trust and comparable documentation evidencing the grantor
              trust, if
              any.

             

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

             

            (e)  For
              federal income tax purposes, the Depositor shall provide the Trust
              Administrator, no later than January 1, 2007, the value of the right
              of the
              Class A and Mezzanine Certificates to receive Net WAC Rate Carryover
              Amounts
              from the Net WAC Rate Carryover Reserve Account and the Swap
              Account.

             

            	SECTION
                    4.11.  	
                    Collateral
                      Accounts.

                  


             

            (a)  The
              Trust
              Administrator is hereby directed to perform the obligations of the
              Custodian as
              defined under the Interest Rate Cap Credit Support Annex (the “Interest Rate Cap
              Custodian”). On or before the Closing Date, the Interest Rate Cap Custodian
              shall establish an Interest Rate Cap Collateral Account. The Interest
              Rate Cap
              Collateral Account shall be held in the name of the Interest Rate Cap
              Custodian
              in trust for the benefit of the Certificateholders. The Interest Rate
              Cap
              Collateral Account must be an Eligible Account and shall be titled
“Interest
              Rate Cap Collateral Account, Wells Fargo Bank, N.A., as Interest Rate
              Cap
              Custodian for Wells Fargo Bank, N.A. as Trust Administrator, in trust
              for the
              registered Certificateholders of MASTR Asset Backed Securities Trust
              2006-HE4,
              Mortgage Pass-Through Certificates, Series 2006-HE4.”

             

               The
              Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral
              Account
              all collateral (whether in the form of cash or securities) posted by
              the
              Interest Rate Cap Provider to secure the obligations of the Interest
              Rate Cap
              Provider in accordance with the terms of the Interest Rate Cap Agreement.
              Except
              for investment earnings, the Interest Rate Cap Provider shall not have
              any
              legal, equitable or beneficial interest in the Interest Rate Cap Collateral
              Account other than in accordance with this Agreement, the Interest
              Rate Cap
              Agreement and applicable law. The Interest Rate Cap Custodian shall
              maintain and
              apply all collateral and earnings thereon on deposit in the Interest
              Rate Cap
              Collateral Account in accordance with the Interest Rate Cap Credit
              Support Annex
              and this Agreement.

             

               Cash
              collateral posted by the Interest Rate Cap Provider in accordance with
              the
              Interest Rate Cap Credit Support Annex shall be invested in the Wells
              Fargo
              Advantage Prime Investment Money Market Fund, so long as such fund
              is a
              Permitted Investment, and such investment shall comply with the requirements
              set
              forth in the Interest Rate Cap Credit Support Annex. The Trust Administrator
              shall not be liable for any losses incurred on such investment. All
              amounts
              earned on amounts on deposit in the Interest Rate Cap Collateral Account
              (whether cash collateral or securities) shall be taxable to the Interest
              Rate
              Cap Provider.

             

               Upon
              the
              occurrence of an Event of Default, a Termination Event, or an Additional
              Termination Event (each as defined in the Interest Rate Cap Agreement),
              amounts
              in the Interest Rate Cap Collateral Account shall be withdrawn by the
              Interest
              Rate Cap Custodian and applied to the payment of any termination payment
              due to
              Party B (as defined in the Interest Rate Cap Agreement) in accordance
              with the
              Interest Rate Cap Credit Support Annex. Any excess amounts held in
              such Interest
              Rate Cap Collateral Account after payment of all amounts owing to Party
              B under
              the Interest Rate Cap Agreement shall be withdrawn from the Interest
              Rate Cap
              Collateral Account and paid to the Interest Rate Cap Provider in accordance
              with
              the Interest Rate Cap Credit Support Annex.

             

            (b)  The
              Trust
              Administrator (in its capacity as Supplemental Interest Trust Trustee)
              is hereby
              directed to perform the obligations of the Custodian as defined under
              the Swap
              Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the
              Swap Custodian shall establish a Swap Collateral Account. The Swap
              Collateral
              Account shall be held in the name of the Swap Custodian in trust for
              the benefit
              of the Certificateholders. The Swap Collateral Account must be an Eligible
              Account and shall be titled “Swap Collateral Account, Wells Fargo Bank, N.A., as
              Swap Custodian for Wells Fargo Bank, N.A. as Trust Administrator, in
              trust for
              the registered Certificateholders of MASTR Asset Backed Securities
              Trust
              2006-HE4, Mortgage Pass-Through Certificates, Series 2006-HE4.”

             

               The
              Swap
              Custodian shall credit to Swap Collateral Account all collateral (whether
              in the
              form of cash or securities) posted by the Swap Provider to secure the
              obligations of the Swap Provider in accordance with the terms of the
              Interest
              Rate Swap Agreement. Except for investment earnings, the Swap Provider
              shall not
              have any legal, equitable or beneficial interest in the Swap Collateral
              Account
              other than in accordance with this Agreement, the Interest Rate Swap
              Agreement
              and applicable law. The Swap Custodian shall maintain and apply all
              collateral
              and earnings thereon on deposit in the Swap Collateral Account in accordance
              with the Swap Credit Support Annex and this Agreement.

             

               Cash
              collateral posted by the Swap Provider in accordance with the Swap
              Credit
              Support Annex shall be invested in the Wells Fargo Advantage Prime
              Investment
              Money Market Fund, so long as such fund is a Permitted Investment,
              and such
              investment shall comply with the requirements set forth in the Swap
              Credit
              Support Annex. The Trust Administrator shall not be liable for any
              losses
              incurred on such investment. All amounts earned on amounts on deposit
              in the
              Swap Collateral Account (whether cash collateral or securities) shall
              be taxable
              to the Swap Provider.

             

               Upon
              the
              occurrence of an Event of Default, a Termination Event, or an Additional
              Termination Event (each as defined in the Interest Rate Swap Agreement),
              amounts
              in the Swap Collateral Account shall be withdrawn by the Swap Custodian
              and
              applied to the payment of any termination payment due to Party B (as
              defined in
              the Interest Rate Swap Agreement) in accordance with the Swap Credit
              Support
              Annex. Any excess amounts held in such Swap Collateral Account after
              payment of
              all amounts owing to Party B under the Interest Rate Swap Agreement
              shall be
              withdrawn from the Swap Collateral Account and paid to the Swap Provider
              in
              accordance with the Swap Credit Support Annex.

             

            	SECTION
                    4.12.  	
                     Rights
                      and Obligations Under the Interest Rate Cap Agreement and the
                      Interest
                      Rate Swap Agreement.

                  


             

            (a)  In
              the
              event that the Interest Rate Cap Provider fails to perform any of its
              obligations under the Interest Rate Cap Agreement (including, without
              limitation, its obligation to make any payment or transfer collateral),
              or
              breaches any of its representations and warranties thereunder, or in
              the event
              that any Event of Default, Termination Event, or Additional Termination
              Event
              (each as defined in the Interest Rate Cap Agreement) occurs with respect
              to the
              Interest Rate Cap Agreement, the Trust Administrator shall, promptly
              following
              actual notice of such failure, breach or event, notify the Depositor
              and send
              any notices and make any demands, on behalf of the Trust, required
              to enforce
              the rights of the Trust under the Interest Rate Cap Agreement.

             

               In
              the
              event that the Interest Rate Cap Provider’s obligations are guaranteed by a
              third party under a guaranty relating to the Interest Rate Cap Agreement
              (such
              guaranty the “Guaranty” and such third party the “Guarantor”), then to the
              extent that the Interest Rate Cap Provider fails to make any payment
              by the
              close of business on the day it is required to make payment under the
              terms of
              the Interest Rate Cap Agreement, the Trust Administrator shall, promptly
              following actual knowledge of the Interest Rate Cap Provider’s failure to pay,
              demand that the Guarantor make any and all payments then required to
              be made by
              the Guarantor pursuant to such Guaranty; provided, that the Trust Administrator
              shall in no event be liable for any failure or delay in the performance
              by the
              Interest Rate Cap Provider or any Guarantor of its obligations hereunder
              or
              pursuant to the Interest Rate Cap Agreement and the Guaranty, nor for
              any
              special, indirect or consequential loss or damage of any kind whatsoever
              (including but not limited to lost profits) in connection
              therewith.

             

               Upon
              an
              early termination of the Interest Rate Cap Agreement other than in
              connection
              with the optional termination of the Trust, the Trust Administrator,
              at the
              direction of the Depositor, will use reasonable efforts to appoint
              a successor
              interest rate cap provider to enter into a new Interest Rate Cap Agreement
              on
              terms substantially similar to the Interest Rate Cap Agreement, with
              a successor
              interest rate cap provider meeting all applicable eligibility requirements.
              If
              the Trust Administrator receives a termination payment from the Interest
              Rate
              Cap Provider in connection with such early termination, the Trust Administrator
              will apply such termination payment to any upfront payment required
              to appoint
              the successor interest rate cap provider. If the Trust Administrator
              is required
              to pay a termination payment to the Interest Rate Cap Provider in connection
              with such early termination, the Trust Administrator will apply any
              upfront
              payment received from the successor interest rate cap provider to pay
              such
              termination payment.

             

               If
              the
              Trust Administrator is unable to appoint a successor interest rate
              cap provider
              within 30 days of the early termination, then the Trust Administrator
              will
              deposit any termination payment received from the original Interest
              Rate Cap
              Provider into a separate, non-interest bearing reserve account and
              will, on each
              subsequent Distribution Date, withdraw from the amount then remaining
              on deposit
              in such reserve account an amount equal to the payment, if any, that
              would have
              been paid to the Trust Administrator by the original Interest Rate
              Cap Provider
              calculated in accordance with the terms of the original Interest Rate
              Cap
              Agreement, and distribute such amount in accordance with the terms
              of Section
              4.01(i).

             

            Upon
              an
              early termination of the Interest Rate Cap Agreement in connection
              with the
              optional termination of the Trust, if the Trust Administrator receives
              a
              termination payment from the Interest Rate Cap Provider, such termination
              payment will be distributed in accordance with Section 4.01(i).

             

            (b)  In
              the
              event that the Swap Provider fails to perform any of its obligations
              under the
              Interest Rate Swap Agreement (including, without limitation, its obligation
              to
              make any payment or transfer collateral), or breaches any of its representations
              and warranties thereunder, or in the event that any Event of Default,
              Termination Event, or Additional Termination Event (each as defined
              in the
              Interest Rate Swap Agreement) occurs with respect to the Interest Rate
              Swap
              Agreement, the Trust Administrator (in its capacity as Supplemental
              Interest
              Trust Trustee) shall, promptly following actual notice of such failure,
              breach
              or event, notify the Depositor and send any notices and make any demands,
              on
              behalf of the Supplemental Interest Trust, required to enforce the
              rights of the
              Supplemental Interest Trust under the Interest Rate Swap Agreement.

             

               In
              the
              event that the Swap Provider’s obligations are guaranteed by a third party under
              a guaranty relating to the Interest Rate Swap Agreement (such guaranty
              the
“Guaranty” and such third party the “Guarantor”), then to the extent that the
              Swap Provider fails to make any payment by the close of business on
              the day it
              is required to make payment under the terms of the Interest Rate Swap
              Agreement,
              the Trust Administrator (in its capacity as Supplemental Interest Trust
              Trustee)
              shall, promptly following actual knowledge of the Swap Provider’s failure to
              pay, demand that the Guarantor make any and all payments then required
              to be
              made by the Guarantor pursuant to such Guaranty; provided, that the
              Trust
              Administrator (in its capacity as Supplemental Interest Trust Trustee)
              shall in
              no event be liable for any failure or delay in the performance by the
              Swap
              Provider or any Guarantor of its obligations hereunder or pursuant
              to the
              Interest Rate Swap Agreement and the Guaranty, nor for any special,
              indirect or
              consequential loss or damage of any kind whatsoever (including but
              not limited
              to lost profits) in connection therewith.

             

               Upon
              an
              early termination of the Interest Rate Swap Agreement other than in
              connection
              with the optional termination of the Trust, the Trust Administrator
              (in its
              capacity as Supplemental Interest Trust Trustee) will, at the direction
              of the
              Depositor, use reasonable efforts to appoint a successor swap provider
              to enter
              into a new interest rate swap agreement on terms substantially similar
              to the
              Interest Rate Swap Agreement, with a successor swap provider meeting
              all
              applicable eligibility requirements. If the Trust Administrator (in
              its capacity
              as Supplemental Interest Trust Trustee) receives a termination payment
              from the
              Swap Provider in connection with such early termination, the Trust
              Administrator
              (in its capacity as Supplemental Interest Trust Trustee) will apply
              such
              termination payment to any upfront payment required to appoint the
              successor
              swap provider. If the Trust Administrator (in its capacity as Supplemental
              Interest Trust Trustee) is required to pay a termination payment to
              the Swap
              Provider in connection with such early termination, the Trust Administrator
              (in
              its capacity as Supplemental Interest Trust Trustee) will apply any
              upfront
              payment received from the successor swap provider to pay such termination
              payment.

             

               If
              the
              Trust Administrator (in its capacity as Supplemental Interest Trust
              Trustee) is
              unable to appoint a successor swap provider within 30 days of the early
              termination, then the Trust Administrator (in its capacity as Supplemental
              Interest Trust Trustee) will deposit any termination payment received
              from the
              original Swap Provider into a separate, non-interest bearing reserve
              account and
              will, on each subsequent Distribution Date, withdraw from the amount
              then
              remaining on deposit in such reserve account an amount equal to the
              Net Swap
              Payment, if any, that would have been paid to the Trust Administrator
              (in its
              capacity as Supplemental Interest Trust Trustee) by the original Swap
              Provider
              calculated in accordance with the terms of the original Interest Rate
              Swap
              Agreement, and distribute such amount in accordance with the terms
              of Section
              4.01(h).

             

               Upon
              an
              early termination of the Interest Rate Swap Agreement in connection
              with the
              optional termination of the Trust, if the Trust Administrator (in its
              capacity
              as Supplemental Interest Trust Trustee) receives a termination payment
              from the
              Swap Provider, such termination payment will be distributed in accordance
              with
              Section 4.01(h).

             

          

          

            


             

            ARTICLE
              V

             

            THE
              CERTIFICATES

             

            	SECTION
                    5.01.  	
                    The
                      Certificates.

                  


             

            (a)  The
              Certificates in the aggregate will represent the entire beneficial
              ownership
              interest in the Mortgage Loans and all other assets included in REMIC
              I.

             

            The
              Certificates will be substantially in the forms annexed hereto as Exhibits
              A-1
              through A-20. The Certificates of each Class will be issuable in registered
              form
              only, in denominations of authorized Percentage Interests as described
              in the
              definition thereof. Each Certificate will share ratably in all rights
              of the
              related Class.

             

            Upon
              original issue, the Certificates shall be executed by the Trust Administrator
              and authenticated and delivered by the Trust Administrator to or upon
              the order
              of the Depositor. The Certificates shall be executed by manual or facsimile
              signature on behalf of the Trust Administrator by an authorized signatory.
              Certificates bearing the manual or facsimile signatures of individuals
              who were
              at any time the proper officers of the Trust Administrator shall bind
              the Trust
              Administrator notwithstanding that such individuals or any of them
              have ceased
              to hold such offices prior to the authentication and delivery of such
              Certificates or did not hold such offices at the date of such Certificates.
              No
              Certificate shall be entitled to any benefit under this Agreement or
              be valid
              for any purpose, unless there appears on such Certificate a certificate
              of
              authentication substantially in the form provided herein executed by
              the Trust
              Administrator by manual signature, and such certificate of authentication
              shall
              be conclusive evidence, and the only evidence, that such Certificate
              has been
              duly authenticated and delivered hereunder. All Certificates shall
              be dated the
              date of their authentication.

             

            (b)  The
              Class
              A Certificates and the Mezzanine Certificates shall initially be issued
              as one
              or more Certificates held by the Book-Entry Custodian or, if appointed
              to hold
              such Certificates as provided below, the Depository and registered
              in the name
              of the Depository or its nominee and, except as provided below, registration
              of
              such Certificates may not be transferred by the Trust Administrator
              except to
              another Depository that agrees to hold such Certificates for the respective
              Certificate Owners with Ownership Interests therein. The Certificate
              Owners
              shall hold their respective Ownership Interests in and to such Certificates
              through the book-entry facilities of the Depository and, except as
              provided
              below, shall not be entitled to definitive, fully registered Certificates
              (“Definitive Certificates”) in respect of such Ownership Interests. All
              transfers by Certificate Owners of their respective Ownership Interests
              in the
              Book-Entry Certificates shall be made in accordance with the procedures
              established by the Depository Participant or brokerage firm representing
              such
              Certificate Owner. Each Depository Participant shall only transfer
              the Ownership
              Interests in the Book-Entry Certificates of Certificate Owners it represents
              or
              of brokerage firms for which it acts as agent in accordance with the
              Depository’s normal procedures. The Trust Administrator is hereby initially
              appointed as the Book-Entry Custodian and hereby agrees to act as such
              in
              accordance herewith and in accordance with the agreement that it has
              with the
              Depository authorizing it to act as such. The Book-Entry Custodian
              may, and, if
              it is no longer qualified to act as such, the Book-Entry Custodian
              shall,
              appoint, by a written instrument delivered to the Depositor, the Master
              Servicer
              and the Trust Administrator, any other transfer agent (including the
              Depository
              or any successor Depository) to act as Book-Entry Custodian under such
              conditions as the predecessor Book-Entry Custodian and the Depository
              or any
              successor Depository may prescribe, provided that the predecessor Book-Entry
              Custodian shall not be relieved of any of its duties or responsibilities
              by
              reason of any such appointment of other than the Depository. If the
              Trust
              Administrator resigns or is removed in accordance with the terms hereof,
              the
              successor trust administrator or, if it so elects, the Depository shall
              immediately succeed to its predecessor’s duties as Book-Entry Custodian. The
              Depositor shall have the right to inspect, and to obtain copies of,
              any
              Certificates held as Book-Entry Certificates by the Book-Entry
              Custodian.

             

            The
              Trustee, the Trust Administrator, the Master Servicer and the Depositor
              may for
              all purposes (including the making of payments due on the Book-Entry
              Certificates) deal with the Depository as the authorized representative
              of the
              Certificate Owners with respect to the Book-Entry Certificates for
              the purposes
              of exercising the rights of Certificateholders hereunder. The rights
              of
              Certificate Owners with respect to the Book-Entry Certificates shall
              be limited
              to those established by law and agreements between such Certificate
              Owners and
              the Depository Participants and brokerage firms representing such Certificate
              Owners. Multiple requests and directions from, and votes of, the Depository
              as
              Holder of the Book-Entry Certificates with respect to any particular
              matter
              shall not be deemed inconsistent if they are made with respect to different
              Certificate Owners. The Trust Administrator may establish a reasonable
              record
              date in connection with solicitations of consents from or voting by
              Certificateholders and shall give notice to the Depository of such
              record
              date.

             

            If
              (i)(A)
              the Depositor advises the Trust Administrator in writing that the Depository
              is
              no longer willing or able to properly discharge its responsibilities
              as
              Depository, and (B) the Depositor is unable to locate a qualified successor
              or
              (ii) after the occurrence of a Servicer Event of Default or a Master
              Servicer
              Event of Default, Certificate Owners representing in the aggregate
              not less than
              51% of the Ownership Interests of the Book-Entry Certificates advise
              the Trust
              Administrator through the Depository, in writing, that the continuation
              of a
              book-entry system through the Depository is no longer in the best interests
              of
              the Certificate Owners, the Trust Administrator shall notify all Certificate
              Owners, through the Depository, of the occurrence of any such event
              and of the
              availability of Definitive Certificates to Certificate Owners requesting
              the
              same. Upon surrender to the Trust Administrator of the Book-Entry Certificates
              by the Book-Entry Custodian or the Depository, as applicable, accompanied
              by
              registration instructions from the Depository for registration of transfer,
              the
              Trust Administrator shall cause the Definitive Certificates to be issued.
              Such
              Definitive Certificates will be issued in minimum denominations of
              $25,000,
              except that any beneficial ownership that was represented by a Book-Entry
              Certificate in an amount less than $25,000 immediately prior to the
              issuance of
              a Definitive Certificate shall be issued in a minimum denomination
              equal to the
              amount represented by such Book-Entry Certificate. None of the Depositor,
              the
              Master Servicer, the Servicers, the Trustee or the Trust Administrator
              shall be
              liable for any delay in the delivery of such instructions and may conclusively
              rely on, and shall be protected in relying on, such instructions. Upon
              the
              issuance of Definitive Certificates all references herein to obligations
              imposed
              upon or to be performed by the Depository shall be deemed to be imposed
              upon and
              performed by the Trust Administrator, to the extent applicable with
              respect to
              such Definitive Certificates, and the Trustee and the Trust Administrator
              shall
              recognize the Holders of the Definitive Certificates as Certificateholders
              hereunder.

             

            	SECTION
                    5.02.  	
                    Registration
                      of Transfer and Exchange of Certificates.

                  


             

            (a)  The
              Trust
              Administrator shall cause to be kept at one of the offices or agencies
              to be
              appointed by the Trust Administrator in accordance with the provisions
              of
              Section 8.11, a Certificate Register for the Certificates in which, subject
              to such reasonable regulations as it may prescribe, the Trustee shall
              provide
              for the registration of Certificates and of transfers and exchanges
              of
              Certificates as herein provided.

             

            (b)  No
              transfer of any Class M-11 Certificate, Class CE Certificate, Class
              P
              Certificate or Residual Certificate (collectively, the “Private Certificates”)
              shall be made unless that transfer is made pursuant to an effective
              registration
              statement under the Securities Act of 1933, as amended (the “1933 Act”), and an
              effective registration or qualification under applicable state securities
              laws,
              or is made in a transaction that does not require such registration
              or
              qualification. In the event that such a transfer of a Private Certificate
              is to
              be made without registration or qualification (other than in connection
              with (i)
              the initial transfer of any such Certificate by the Depositor to an
              Affiliate of
              the Depositor or,
              in
              the case of the Class R-X Certificates, the first transfer by an Affiliate
              of
              the Depositor or the first transfer by the initial transferee of an
              Affiliate of
              the Depositor,
              (ii)
              the transfer of any such Class CE, Class P or Residual Certificate
              to the issuer
              under the Indenture or the indenture trustee under the Indenture or
              (iii) a
              transfer of any such Certificate from the issuer under the Indenture
              or the
              indenture trustee under the Indenture to the Depositor or an Affiliate
              of the
              Depositor), the Trustee and the Certificate Registrar shall each require
              receipt
              of: (i) if such transfer is purportedly being made in reliance upon
              Rule 144A
              under the 1933 Act, written certifications from the Certificateholder
              desiring
              to effect the transfer and from such Certificateholder’s prospective transferee,
              substantially in the forms attached hereto as Exhibit F-1; and (ii)
              in all other
              cases, an Opinion of Counsel satisfactory to it that such transfer
              may be made
              without such registration (which Opinion of Counsel shall not be an
              expense of
              the Depositor, the Trustee, the Trust Administrator, the Master Servicer
              in its
              capacity as such, the Servicers, any Sub-Servicer or the Trust Fund),
              together
              with copies of the written certification(s) of the Certificateholder
              desiring to
              effect the transfer and/or such Certificateholder’s prospective transferee upon
              which such Opinion of Counsel is based, if any. None of the Depositor,
              the
              Master Servicer, the Servicers, the Trust Administrator, the Certificate
              Registrar or the Trustee is obligated to register or qualify the Private
              Certificates under the 1933 Act or any other securities laws or to
              take any
              action not otherwise required under this Agreement to permit the transfer
              of
              such Certificates without registration or qualification.

             

            Any
              Certificateholder desiring to effect the transfer of any such Certificate
              shall,
              and does hereby agree to, indemnify the Trustee, the Trust Administrator,
              the
              Depositor and the Master Servicer against any liability that may result
              if the
              transfer is not so exempt or is not made in accordance with such federal
              and
              state laws.

             

            No
              transfer of any Class CE Certificate shall be made unless the transferee
              of such
              Class CE Certificate provides to the Trust Administrator, the Swap
              Provider and
              the Interest Rate Cap Provider the appropriate tax certification form
              (i.e., IRS
              Form W-9 or IRS Form W-8BEN, W-8IMY, or W-8ECI, as applicable (or
              any successor thereto))
              as a
              condition to such transfer and agrees to update
              such forms (i) upon expiration of any such form, (ii) as required under
              then
              applicable U.S. Treasury Regulations and (iii) promptly upon learning
              that any
              IRS Form W-9
              or
              IRS Form W-8BEN, W-8IMY, or W-8ECI, as applicable
              (or any successor thereto), has become obsolete or incorrect. In addition,
              no
              transfer of any Class CE Certificate shall be made if such transfer
              would cause
              the Supplemental Interest Trust or the Cap Account to be beneficially
              owned by
              two or more persons for federal income tax purposes, or continue to
              be so
              treated, unless (a) each proposed transferee of such Class CE Certificate
              complies with the foregoing conditions, (b) the proposed majority Holder
              of the
              Class CE Certificates (or each Holder, if there is or would be no majority
              Holder) (A) provides, or causes to be provided, on behalf of the Supplemental
              Interest Trust and the Cap Account, if applicable, the appropriate
              tax
              certification form that would be required from the Supplemental Interest
              Trust
              or the Cap Account, as applicable, to eliminate any withholding or
              deduction for
              taxes from amounts payable by the Swap Provider or the Interest Rate
              Cap
              Provider, pursuant to the Interest Rate Swap Agreement or the Interest
              Rate Cap
              Agreement, to the Trust Administrator, the Swap Provider and the Interest
              Rate
              Cap Provider on behalf of the Supplemental Interest Trust or the Cap
              Account
              (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY or W-8ECI, as applicable
              (or any
              successor form thereto) as a condition to such transfer, together with
              any
              applicable attachments) and (B) agrees to update such form (x) upon
              expiration
              of any such form, (y) as required under then applicable U.S. Treasury
              regulations and (z) promptly upon learning that such form has become
              obsolete or
              incorrect. If, under applicable U.S. Treasury regulations, such tax
              certification form may only be signed by a trustee acting on behalf
              of the
              Supplemental Interest Trust or the Cap Account, then the Supplemental
              Interest
              Trust Trustee or the Trust Administrator, as applicable, shall sign
              such
              certification form if so requested by a Holder of the Class CE
              Certificates.

             

            Upon
              receipt of any such tax certification form from a transferee of any
              Class CE
              Certificate pursuant to the immediately preceding paragraph, the Trust
              Administrator shall provide a copy of any such tax certification form
              to the
              Swap Provider and the Interest Rate Cap Provider, upon its request,
              solely to
              the extent the Swap Provider or the Interest Rate Cap Provider has
              not received
              such IRS Form directly from the Holder of the Class CE Certificates.
              Each Holder
              of a Class CE Certificate by its purchase of such Certificate is deemed
              to
              consent to any such IRS Form being so forwarded. Upon the request of
              the Swap
              Provider or the Interest Rate Cap Provider, the Trust Administrator
              shall be
              required to forward any tax certification received by it to the Swap
              Provider or
              the Interest Rate Cap Provider at the last known address provided to
              it, and,
              subject to Section 8.01, shall not be liable for the receipt of such
              tax
              certification by the Swap Provider or the Interest Rate Cap Provider,
              nor any
              action taken or not taken by the Swap Provider or the Interest Rate
              Cap Provider
              with respect to such tax certification. Any
              purported sales or transfers of any Class CE Certificate to a transferee
              which
              does not comply with the requirements of the preceding paragraph shall
              be deemed
              null and void under this Agreement. The
              Trust
              Administrator shall have no duty to take any action to correct any
              misstatement
              or omission in any tax certification provided to it by the Holder of the Class
              CE Certificates and forwarded to the Swap Provider or the Interest
              Rate Cap
              Provider. 

             

            (c)  No
              transfer of a Class CE Certficate, Class P Certificate, Residual Certificate
              or
              any interest therein shall be made to any Plan, any Person acting,
              directly or
              indirectly, on behalf of any such Plan or any Person acquiring such
              Certificates
              with “Plan Assets” of a Plan within the meaning of the Department of Labor
              regulation promulgated at 29 C. F. R. § 2510.3-101 (“Plan Assets”), as certified
              by such transferee in the form of Exhibit G, unless the Trust Administrator
              is
              provided with an Opinion of Counsel for the benefit of the Trustee,
              the Trust
              Administrator, the Depositor, the Master Servicer and the Servicers
              and on which
              they may rely which establishes to the satisfaction of the Depositor,
              the
              Trustee, the Trust Administrator, the Servicers and the Master Servicer
              that the
              purchase of such Certificates is permissible under applicable law,
              will not
              constitute or result in any prohibited transaction under ERISA or
              Section 4975 of the Code and will not subject the Depositor, the Master
              Servicer, the Servicers, the NIMS Insurer, the Trust Administrator,
              the Trustee
              or the Trust Fund to any obligation or liability (including obligations
              or
              liabilities under ERISA or Section 4975 of the Code) in addition to those
              undertaken in this Agreement, which Opinion of Counsel shall not be
              an expense
              of the Depositor, the Master Servicer, the Servicers, the Trust Administrator,
              the Trustee or the Trust Fund. Neither an Opinion of Counsel nor any
              certification will be required in connection with (i) the initial transfer
              of
              any Class CE Certficate, Class P Certificate or Residual Certificate
              by the
              Depositor to an Affiliate of the Depositor, (ii) the transfer of any
              Class CE
              Certficate, Class P Certificate or Residual Certificate to the issuer
              under the
              Indenture or the indenture trustee under the Indenture or (iii) a transfer
              of
              any Class CE Certficate, Class P Certificate or Residual Certificate
              from the
              issuer under the Indenture or the indenture trustee under the Indenture
              to the
              Depositor or an Affiliate of the Depositor (in which case, the Transferee
              thereof shall have deemed to have represented that it is not a Plan
              or a Person
              investing Plan Assets) and the Trust Administrator shall be entitled
              to
              conclusively rely upon a representation (which, upon the request of
              the Trust
              Administrator, shall be a written representation) from the Transferor
              of the
              status of such transferee as an affiliate of the Depositor.

             

            Any
              transferee of a Class A Certificate or Mezzanine Certificate acquired
              prior to
              the termination of the Supplemental Interest Trust shall be deemed
              to represent
              that either (i) it is not a Plan or purchasing with assets of a Plan
              or (ii)(A)
              such Plan is an accredited investor within the meaning of the Exemption
              and (B)
              such acquisition or holding is eligible for the exemptive relief available
              under
              Department of Labor Prohibited Transaction Class Exemption (“PTE”) 84-14, PTE
              91-38, PTE 90-1, PTE 95-60 or PTE 96-23 or in the case of a Class M-11
              Certificate, PTE 95-60.

             

            Subsequent
              to the termination of the Supplemental Interest Trust, each beneficial
              owner of
              such Mezzanine Certificate or any interest therein shall be deemed
              to have
              represented, by virtue of its acquisition or holding of that certificate
              or
              interest therein, that either (i) it is not a Plan or investing with
“Plan
              Assets,” (ii) other than in the case of a Class
              M-11 Certificate,
              it has acquired and is holding such Mezzanine Certificate in reliance
              on the
              Exemption, and that it understands that there are certain conditions
              to the
              availability of the Exemption, including that the Mezzanine Certificate
              must be
              rated, at the time of purchase not lower than “BBB-” (or its equivalent) by
              S&P, Moody’s or Fitch or (iii)(1) it is an insurance company, (2) the source
              of funds used to acquire or hold the certificate or interest therein
              is an
“insurance company general account,” as such term is defined in PTE 95-60, and
              (3) the conditions in Sections I and III of PTE 95-60 have been
              satisfied.

             

            If
              any
              Certificate or any interest therein is acquired or held in violation
              of the
              provisions of the preceding three paragraphs, the next preceding permitted
              beneficial owner will be treated as the beneficial owner of that Certificate
              retroactive to the date of transfer to the purported beneficial owner.
              Any
              purported beneficial owner whose acquisition or holding of any such
              Certificate
              or interest therein was effected in violation of the provisions of
              the preceding
              three paragraphs shall indemnify and hold harmless the Depositor, the
              Master
              Servicer, each Servicer, the NIMS Insurer, the Trust Administrator,
              the Trustee
              and the Trust Fund from and against any and all liabilities, claims,
              costs or
              expenses incurred by those parties as a result of that acquisition
              or
              holding.

             

            (d)  (i)Each
              Person who has or who acquires any Ownership Interest in a Residual
              Certificate
              shall be deemed by the acceptance or acquisition of such Ownership
              Interest to
              have agreed to be bound by the following provisions and to have irrevocably
              authorized the Trust Administrator or its designee under clause (iii)(A)
              below
              to deliver payments to a Person other than such Person and to negotiate
              the
              terms of any mandatory sale under clause (iii)(B) below and to execute
              all
              instruments of Transfer and to do all other things necessary in connection
              with
              any such sale. The rights of each Person acquiring any Ownership Interest
              in a
              Residual Certificate are expressly subject to the following
              provisions:

             

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

             

              (B)    In
              connection with any proposed Transfer of any Ownership Interest in
              a Residual
              Certificate, the Trust Administrator shall require delivery to it,
              and shall not
              register the Transfer of any Residual Certificate until its receipt
              of, an
              affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form
              attached hereto as Exhibit F-2) from the proposed Transferee, in form
              and
              substance satisfactory to the Trust Administrator, representing and
              warranting,
              among other things, that such Transferee is a Permitted Transferee,
              that it is
              not acquiring its Ownership Interest in the Residual Certificate that
              is the
              subject of the proposed Transfer as a nominee, trustee or agent for
              any Person
              that is not a Permitted Transferee, that for so long as it retains
              its Ownership
              Interest in a Residual Certificate, it will endeavor to remain a Permitted
              Transferee, and that it has reviewed the provisions of this Section 5.02(d)
              and agrees to be bound by them.

             

              (C)    Notwithstanding
              the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
              under clause (B) above, if a Responsible Officer of the Trust Administrator
              who
              is assigned to this transaction has actual knowledge that the proposed
              Transferee is not a Permitted Transferee, no Transfer of an Ownership
              Interest
              in a Residual Certificate to such proposed Transferee shall be
              effected.

             

              (ii)    Each
              Person holding or acquiring any Ownership Interest in a Residual Certificate
              shall agree (x) to require a Transfer Affidavit and Agreement in the
              form
              attached hereto as Exhibit F-2 from any other Person to whom such Person
              attempts to transfer its Ownership Interest in a Residual Certificate
              and (y)
              not to transfer its Ownership Interest unless it provides a Transferor
              Affidavit
              (in the form attached hereto as Exhibit F-2) to the Trust Administrator
              stating
              that, among other things, it has no actual knowledge that such other
              Person is
              not a Permitted Transferee.

             

              Each
              Person holding or acquiring an Ownership Interest in a Residual Certificate,
              by
              purchasing an Ownership Interest in such Certificate, agrees to give
              the Trust
              Administrator written notice that it is a “pass-through interest holder” within
              the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
              immediately upon acquiring an Ownership Interest in a Residual Certificate,
              if
              it is, or is holding an Ownership Interest in a Residual Certificate
              on behalf
              of, a “pass-through interest holder.”

             

            (iii)    The
              Trust
              Administrator will register the Transfer of any Residual Certificate
              only if it
              shall have received the Transfer Affidavit and Agreement and all of
              such other
              documents as shall have been reasonably required by the Trust Administrator
              as a
              condition to such registration. In addition, no Transfer of a Residual
              Certificate shall be made unless the Trust Administrator shall have
              received a
              representation letter from the Transferee of such Certificate to the
              effect that
              such Transferee is a Permitted Transferee.

             

            (A) If
              any
              purported Transferee shall become a Holder of a Residual Certificate
              in
              violation of the provisions of this Section 5.02(d), then the last
              preceding Permitted Transferee shall be restored, to the extent permitted
              by
              law, to all rights as holder thereof retroactive to the date of registration
              of
              such Transfer of such Residual Certificate. The Trust Administrator
              shall be
              under no liability to any Person for any registration of Transfer of
              a Residual
              Certificate that is in fact not permitted by this Section 5.02(d) or for
              making any payments due on such Certificate to the holder thereof or
              for taking
              any other action with respect to such holder under the provisions of
              this
              Agreement.

             

              (B)
              If
              any
              purported Transferee shall become a holder of a Residual Certificate
              in
              violation of the restrictions in this Section 5.02(d) and to the extent
              that the retroactive restoration of the rights of the holder of such
              Residual
              Certificate as described in clause (iii)(A) above shall be invalid,
              illegal or
              unenforceable, then the Trust Administrator shall have the right, without
              notice
              to the holder or any prior holder of such Residual Certificate, to
              sell such
              Residual Certificate to a purchaser selected by the Trust Administrator
              on such
              terms as the Trust Administrator may choose. Such purported Transferee
              shall
              promptly endorse and deliver each Residual Certificate in accordance
              with the
              instructions of the Trust Administrator. Such purchaser may be the
              Trust
              Administrator itself or any Affiliate of the Trust Administrator. The
              proceeds
              of such sale, net of the commissions (which may include commissions
              payable to
              the Trustee or its Affiliates), expenses and taxes due, if any, will
              be remitted
              by the Trust Administrator to such purported Transferee. The terms
              and
              conditions of any sale under this clause (iii)(B) shall be determined
              in the
              sole discretion of the Trust Administrator, and the Trust Administrator
              shall
              not be liable to any Person having an Ownership Interest in a Residual
              Certificate as a result of its exercise of such discretion.

             

            (iv) The
              Trust
              Administrator shall make available to the Internal Revenue Service
              and those
              Persons specified by the REMIC Provisions all information necessary
              to compute
              any tax imposed (A) as a result of the Transfer of an Ownership Interest
              in a
              Residual Certificate to any Person who is a Disqualified Organization,
              including
              the information described in Treasury regulations sections 1.860D-1(b)(5)
              and
              1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual
              Certificate and (B) as a result of any regulated investment company,
              real estate
              investment trust, common Trust, partnership, trust, estate or organization
              described in Section 1381 of the Code that holds an Ownership Interest in a
              Residual Certificate having as among its record holders at any time
              any Person
              which is a Disqualified Organization. Reasonable compensation for providing
              such
              information may be accepted by the Trust Administrator.

             

            (v) The
              provisions of this Section 5.02(d) set forth prior to this subsection (v)
              may be modified, added to or eliminated, provided that there shall
              have been
              delivered to the Trust Administrator and the NIMS Insurer at the expense
              of the
              party seeking to modify, add to or eliminate any such provision the
              following:

             

              (A)    written
              notification from each Rating Agency to the effect that the modification,
              addition to or elimination of such provisions will not cause such Rating
              Agency
              to downgrade its then-current ratings of any Class of Certificates;
              and

             

              (B)    an
              Opinion of Counsel, in form and substance satisfactory to the Trust
              Administrator and the NIMS Insurer, to the effect that such modification
              of,
              addition to or elimination of such provisions will not cause any Trust
              REMIC to
              cease to qualify as a REMIC and will not cause any Trust REMIC to be
              subject to
              an entity-level tax caused by the Transfer of any Residual Certificate
              to a
              Person that is not a Permitted Transferee or a Person other than the
              prospective
              transferee to be subject to a REMIC-tax caused by the Transfer of a
              Residual
              Certificate to a Person that is not a Permitted Transferee.

             

            The
              Trust
              Administrator shall forward to the NIMS Insurer a copy of the items
              delivered to
              it pursuant to (A) and (B) above.

             

            (e)  Subject
              to the preceding subsections, upon surrender for registration of transfer
              of any
              Certificate at any office or agency of the Trust Administrator maintained
              for
              such purpose pursuant to Section 8.11, the Trust Administrator shall
              execute, authenticate and deliver, in the name of the designated Transferee
              or
              Transferees, one or more new Certificates of the same Class of a like
              aggregate
              Percentage Interest.

             

            (f)  At
              the
              option of the Holder thereof, any Certificate may be exchanged for
              other
              Certificates of the same Class with authorized denominations and a
              like
              aggregate Percentage Interest, upon surrender of such Certificate to
              be
              exchanged at any office or agency of the Trust Administrator maintained
              for such
              purpose pursuant to Section 8.11. Whenever any Certificates are so
              surrendered for exchange, the Trust Administrator shall execute, authenticate
              and deliver, the Certificates which the Certificateholder making the
              exchange is
              entitled to receive. Every Certificate presented or surrendered for
              transfer or
              exchange shall (if so required by the Trust Administrator) be duly
              endorsed by,
              or be accompanied by a written instrument of transfer in the form satisfactory
              to the Trust Administrator duly executed by, the Holder thereof or
              his attorney
              duly authorized in writing. In addition, (i) with respect to each Class
              R
              Certificate, the holder thereof may exchange, in the manner described
              above,
              such Class R Certificate for three separate certificates, each representing
              such
              holder’s respective Percentage Interest in the Class R-I Interest, the Class
              R-II Interest and the Class R-III Interest, respectively, in each case
              that was
              evidenced by the Class R Certificate being exchanged and (ii) with
              respect to
              each Class R-X Certificate, the holder thereof may exchange, in the
              manner
              described above, such Class R-X Certificate for three separate certificates,
              each representing such holder’s respective Percentage Interest in the Class R-IV
              Interest, the Class R-V Interest and the Class R-VI Interest, respectively,
              in
              each case that was evidenced by the Class R-X Certificate being
              exchanged.

             

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

             

            (h)  All
              Certificates surrendered for transfer and exchange shall be canceled
              and
              destroyed by the Trust Administrator in accordance with its customary
              procedures.

             

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

                  


             

            If
              (i)
              any mutilated Certificate is surrendered to the Trust Administrator,
              or the
              Trust Administrator receives evidence to its satisfaction of the destruction,
              loss or theft of any Certificate, and (ii) there is delivered to the
              Trust
              Administrator, the Trustee and the NIMS Insurer such security or indemnity
              as
              may be required by it to save it harmless, then, in the absence of
              actual
              knowledge by the Trust Administrator that such Certificate has been
              acquired by
              a bona fide purchaser or the Trust Administrator shall execute, authenticate
              and
              deliver, in exchange for or in lieu of any such mutilated, destroyed,
              lost or
              stolen Certificate, a new Certificate of the same Class and of like
              denomination
              and Percentage Interest. Upon the issuance of any new Certificate under
              this
              Section, the Trust Administrator may require the payment of a sum sufficient
              to
              cover any tax or other governmental charge that may be imposed in relation
              thereto and any other expenses (including the fees and expenses of
              the Trust
              Administrator) connected therewith. Any replacement Certificate issued
              pursuant
              to this Section shall constitute complete and indefeasible evidence of
              ownership in the applicable REMIC created hereunder, as if originally
              issued,
              whether or not the lost, stolen or destroyed Certificate shall be found
              at any
              time.

             

            	SECTION
                    5.04.  	
                    Persons
                      Deemed Owners.

                  


             

            The
              Depositor, the Master Servicer, the Servicers, the NIMS Insurer, the
              Trust
              Administrator, the Trustee and any agent of any of them may treat the
              Person in
              whose name any Certificate is registered as the owner of such Certificate
              for
              the purpose of receiving distributions pursuant to Section 4.01 and for all
              other purposes whatsoever, and none of the Depositor, the Master Servicer,
              the
              Servicers, the NIMS Insurer, the Trust Administrator, the Trustee or
              any agent
              of any of them shall be affected by notice to the contrary.

             

            	SECTION
                    5.05.  	
                    Certain
                      Available Information.

                  


             

            On
              or
              prior to the date of the first sale of any Private Certificate to an
              Independent
              third party, the Depositor shall provide to the Trust Administrator
              ten copies
              of any private placement memorandum or other disclosure document used
              by the
              Depositor in connection with the offer and sale of such Certificates.
              In
              addition, if any such private placement memorandum or disclosure document
              is
              revised, amended or supplemented at any time following the delivery
              thereof to
              the Trust Administrator, the Depositor promptly shall inform the Trust
              Administrator of such event and shall deliver to the Trust Administrator
              ten
              copies of the private placement memorandum or disclosure document,
              as revised,
              amended or supplemented. The Trust Administrator shall maintain at
              its Corporate
              Trust Office and shall make available free of charge during normal
              business
              hours for review by any Holder of a Certificate or any Person identified
              to the
              Trust Administrator as a prospective transferee of a Certificate, originals
              or
              copies of the following items: (i) in the case of a Holder or prospective
              transferee of a Private Certificate, the related private placement
              memorandum or
              other disclosure document relating to such Class of Certificates, in
              the form
              most recently provided to the Trust Administrator; and (ii) in all
              cases, (A)
              this Agreement and any amendments hereof entered into pursuant to
              Section 11.01, (B) all Monthly Statements required to be delivered to
              Certificateholders of the relevant Class pursuant to Section 4.02 since the
              Closing Date, and all other notices, reports, statements and written
              communications delivered to the Certificateholders of the relevant
              Class
              pursuant to this Agreement since the Closing Date, (C) all certifications
              delivered by a Responsible Officer of the Trust Administrator since
              the Closing
              Date, (D) any and all Officers’ Certificates delivered to the Trust
              Administrator by a Servicer since the Closing Date to evidence the
              related
              Servicer’s determination that any Advance or Servicing Advance was, or if made,
              would be a Nonrecoverable Advance or Nonrecoverable Servicing Advance,
              respectively, and (E) any and all Officers’ Certificates delivered to the Trust
              Administrator by a Servicer since the Closing Date pursuant to
              Section 4.04(a). Copies and mailing of any and all of the foregoing items
              will be available from the Trust Administrator upon request at the
              expense of
              the Person requesting the same.

             

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          

            ARTICLE
              VI

             

            THE
              DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER

             

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

                  


             

            The
              Depositor, the Servicers and the Master Servicer each shall be liable
              in
              accordance herewith only to the extent of the obligations specifically
              imposed
              by this Agreement upon them in their respective capacities as Depositor,
              Servicer and Master Servicer and undertaken hereunder by the Depositor,
              each
              Servicer and the Master Servicer herein.

             

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

                  


             

            Subject
              to the following paragraph, the Depositor will keep in full effect
              its
              existence, rights and franchises as a corporation under the laws of
              the
              jurisdiction of its incorporation. Subject to the following paragraph,
              each
              Servicer will keep in full effect its existence, rights and franchises
              as a
              national banking association under the laws of the United States of
              America or
              as a limited liability company under the laws of the State of Delaware,
              as the
              case may be. Subject to the following paragraph, the Master Servicer
              will keep
              in full effect its existence, rights and franchises as a national banking
              association and shall ensure that it (or an Affiliate) maintains its
              qualification as an approved conventional seller/servicer for Fannie
              Mae or
              Freddie Mac in good standing. The Depositor, each Servicer and the
              Master
              Servicer each will obtain and preserve its qualification to do business
              as a
              foreign corporation in each jurisdiction in which such qualification
              is or shall
              be necessary to protect the validity and enforceability of this Agreement,
              the
              Certificates or any of the Mortgage Loans and to perform its respective
              duties
              under this Agreement.

             

            The
              Depositor, each Servicer or the Master Servicer may be merged or consolidated
              with or into any Person, or transfer all or substantially all of its
              assets to
              any Person, in which case any Person resulting from any merger or consolidation
              to which the Depositor, a Servicer or the Master Servicer shall be
              a party, or
              any Person succeeding to the business of the Depositor, a Servicer
              or the Master
              Servicer, shall be the successor of the Depositor or the Master Servicer,
              as the
              case may be, hereunder, without the execution or filing of any paper
              or any
              further act on the part of any of the parties hereto, anything herein
              to the
              contrary notwithstanding; provided, however, that the successor or
              surviving
              Person to a Servicer shall be qualified to service mortgage loans on
              behalf of
              Fannie Mae or Freddie Mac; and provided further that the Rating Agencies’
ratings of the Class A Certificates and the Mezzanine Certificates
              in effect
              immediately prior to such merger or consolidation will not be qualified,
              reduced
              or withdrawn as a result thereof (as evidenced by a letter to such
              effect from
              the Rating Agencies).

             

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

                  


             

            (a)  Each
              Servicer (but not the Trustee if it is required to succeed a Servicer
              after
              becoming Master Servicer hereunder) indemnifies and holds the NIMS
              Insurer, the
              Trustee, the Trust Administrator, the Master Servicer and the Depositor
              harmless
              against any and all claims, losses, penalties, fines, forfeitures,
              reasonable
              legal fees and related costs, judgments, and any other costs, fees
              and expenses
              that the NIMS Insurer, the Trustee, the Trust Administrator, the Master
              Servicer
              and the Depositor may sustain in any way related to its failure to
              perform its
              duties and service the Mortgage Loans in compliance with the terms
              of this
              Agreement.

             

            Each
              Servicer shall immediately notify the NIMS Insurer, the Trustee, the
              Trust
              Administrator, the Master Servicer and the Depositor if a claim is
              made that may
              result in such claims, losses, penalties, fines, forfeitures, legal
              fees or
              related costs, judgments, or any other costs, fees and expenses, and
              each
              Servicer shall assume (with the consent of the Trust Administrator,
              the
              Depositor, the Master Servicer and the Trustee, as applicable) the
              defense of
              any such claim and pay all expenses in connection therewith, including
              reasonable counsel fees, and promptly pay, discharge and satisfy any
              judgment or
              decree which may be entered against the NIMS Insurer, the Trustee,
              the Trust
              Administrator, the Master Servicer and/or the Depositor in respect
              of such
              claim. The provisions of this Section 6.03 shall survive the termination
              of this
              Agreement and the payment of the outstanding Certificates.

             

            (b)  The
              Master Servicer agrees to indemnify the Indemnified Persons (as defined
              below)
              for, and to hold them harmless against, any loss, liability or expense
              (including reasonable legal fees and disbursements of counsel) incurred
              on their
              part to the extent sustained in connection with, arising out of, or
              relating to,
              any claim or legal action (including any pending or threatened claim
              or legal
              action) relating to this Agreement or the Certificates or the powers
              of attorney
              delivered by the Trustee hereunder (i) related to the Master Servicer’s failure
              to perform its duties in compliance with this Agreement (except as
              any such
              loss, liability or expense shall be otherwise reimbursable pursuant
              to this
              Agreement) or (ii) incurred by reason of the Master Servicer’s willful
              misfeasance, bad faith or gross negligence in the performance of duties
              hereunder or by reason of reckless disregard of obligations and duties
              hereunder, provided, in each case, that with respect to any such claim
              or legal
              action (or pending or threatened claim or legal action), the Trustee
              shall have
              given the Master Servicer and the Depositor written notice thereof
              promptly
              after the Trustee shall have with respect to such claim or legal action
              knowledge thereof. The Master Servicer’s failure to receive any such notice
              shall not affect any Indemnified Person’s right to indemnification under this
              Section 6.03(b), except to the extent the Master Servicer is materially
              prejudiced by such failure to give notice. This indemnity shall survive
              the
              resignation or removal of the Trustee, Master Servicer or the Trust
              Administrator and the termination of this Agreement. For purposes of
              this
              Section 6.03(b), “Indemnified Persons” means each of the Trustee, each Servicer,
              the NIMS Insurer and their respective officers, directors, agents and
              employees
              and, with respect to the Trustee, any separate co-trustee and its officers,
              directors, agents and employees.

             

            (c)  None
              of
              the Depositor, the NIMS Insurer, the Master Servicer, the Trust Administrator,
              each Servicer or any of the directors, officers, employees or agents
              of the
              Depositor, the Master Servicer, the Trust Administrator or each Servicer
              shall
              be under any liability to the Trust Fund or the Certificateholders
              for any
              action taken or for refraining from the taking of any action in good
              faith
              pursuant to this Agreement, or for errors in judgment; provided, however,
              that
              this provision shall not protect the Depositor, the Master Servicer,
              the Trust
              Administrator, each Servicer or any such person against any breach
              of
              warranties, representations or covenants made herein, or against any
              specific
              liability imposed on the Master Servicer or Servicer pursuant hereto,
              or against
              any liability which would otherwise be imposed by reason of willful
              misfeasance,
              bad faith or gross negligence in the performance of duties or by reason
              of
              reckless disregard of obligations and duties hereunder, in the case
              of the
              Master Servicer, a breach of the servicing standard set forth in Section
              3A.01
              or in the case of a Servicer, a breach of the servicing standard set
              forth in
              Section 3.01. The Depositor, the NIMS Insurer, the Master Servicer,
              the Trust
              Administrator and each Servicer and any director, officer, employee
              or agent of
              the Depositor, the NIMS Insurer, the
              Master Servicer, the Trust Administrator or
              each
              Servicer may rely in good faith on any document of any kind which is,
              prima
              facie,
              is
              properly executed and submitted by any Person respecting any matters
              arising
              hereunder. The Depositor, the NIMS Insurer, the Master Servicer, the
              Trust
              Administrator, or each Servicer and any director, officer, employee
              or agent of
              the Depositor, the NIMS Insurer, the Master Servicer, the Trust Administrator,
              or each Servicer shall be indemnified and held harmless by the Trust
              Fund
              against any loss, liability or expense incurred in connection with
              (i) any legal
              action relating to this Agreement or the Certificates, other than any
              loss,
              liability or expense relating to any specific Mortgage Loan or Mortgage
              Loans
              (except as any such loss, liability or expense shall be otherwise reimbursable
              pursuant to this Agreement) or any loss, liability or expense incurred
              by reason
              of willful misfeasance, bad faith or negligence in the performance
              of duties
              hereunder or by reason of its reckless disregard of obligations and
              duties
              hereunder or (ii) any breach of a representation or warranty by the
              Originator
              or any other party regarding the Mortgage Loans. None of the Depositor,
              the NIMS
              Insurer, the Master Servicer, the Trust Administrator or the Servicer
              shall be
              under any obligation to appear in, prosecute or defend any legal action
              unless
              such action is related to its respective duties under this Agreement
              and, in its
              opinion, does not involve it in any expense or liability; provided,
              however,
              that each of the Depositor, the NIMS Insurer, the Master Servicer,
              the Trust
              Administrator and the Servicer may in its discretion undertake any
              such action
              which it may deem necessary or desirable with respect to this Agreement
              and the
              rights and duties of the parties hereto and the interests of the
              Certificateholders hereunder. In such event, the legal expenses and
              costs of
              such action and any liability resulting therefrom (except any loss,
              liability or
              expense incurred by reason of willful misfeasance, bad faith or gross
              negligence
              in the performance of duties hereunder or by reason of reckless disregard
              of
              obligations and duties hereunder) shall be expenses, costs and liabilities
              of
              the Trust Fund, and the Depositor, the NIMS Insurer, the Master Servicer,
              the
              Trust Administrator and the Servicer shall be entitled to be reimbursed
              therefor
              from the Collection Account or Distribution Account, as applicable,
              as and to
              the extent provided in Section 3.11 or Section 3A.12, any such right
              of
              reimbursement being prior to the rights of the Certificateholders to
              receive any
              amount in the Collection Account or Distribution Account. The
              Master Servicer’s, the Trust Administrator’s or Servicer’s right to indemnity or
              reimbursement pursuant to this Section shall survive any termination
              of this
              Agreement, any resignation or termination of the Master Servicer, the
              Trust
              Administrator or a Servicer pursuant to Section 6.04 or 7.01 with respect
              to any
              losses, expenses, costs or liabilities arising prior to such resignation
              or
              termination (or arising from events that occurred prior to such resignation
              or
              termination).

             

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

                  


             

            (a)  Except
              as
              otherwise provided herein, the Servicers shall not resign from the
              obligations
              and duties hereby imposed on it except upon determination that its
              duties
              hereunder are no longer permissible under applicable law. Any such
              determination
              pursuant to the preceding sentence permitting the resignation of a
              Servicer
              shall be evidenced by an Opinion of Counsel to such effect obtained
              at the
              expense of the resigning Servicer and delivered to the Trustee, the
              Trust
              Administrator, the Master Servicer and the NIMS Insurer. No resignation
              of a
              Servicer shall become effective until the Master Servicer or (if the
              Master
              Servicer is a Servicer) the Trustee or a successor servicer acceptable
              to the
              NIMS Insurer shall have assumed the resigning Servicer’s responsibilities,
              duties, liabilities (other than those liabilities arising prior to
              the
              appointment of such successor) and obligations under this Agreement.
              Any such
              resignation shall not relieve the resigning Servicer of responsibility
              for any
              of the obligations specified in Sections 7.01 and 7.02 as obligations
              that
              survive the resignation or termination of the resigning Servicer.

             

            Except
              as
              expressly provided herein, the Servicers shall not assign or transfer
              any of its
              rights, benefits, privileges or obligations hereunder to any other
              Person, or
              delegate to or subcontract with, or authorize or appoint any other
              Person to
              perform any of the duties, covenants or obligations to be performed
              by the
              related Servicer hereunder. The foregoing prohibition on assignment
              shall not
              prohibit a Servicer from designating a Sub-Servicer as payee of any
              indemnification amount payable to the related Servicer hereunder; provided,
              however, that as provided in Section 3.06 hereof, no Sub-Servicer shall
              be a
              third-party beneficiary hereunder and the parties hereto shall not
              be required
              to recognize any Sub-Servicer as an indemnitee under this Agreement.
              If,
              pursuant to any provision hereof, the duties of a Servicer are transferred
              to a
              successor servicer, the entire amount of the Servicing Fee and other
              compensation payable to the related Servicer pursuant hereto shall
              thereafter be
              payable to such successor servicer.

             

            (b)  The
              Master Servicer may sell, assign or delegate its rights, duties and
              obligations
              as Master Servicer under this Agreement in their entirety; provided,
              however,
              that: (i) the purchaser or transferee accepting such sale, assignment
              and
              delegation (a) shall be a Person qualified to service mortgage loans
              for Fannie
              Mae or Freddie Mac; (b) shall have a net worth of not less than $50,000,000
              (unless otherwise approved by each Rating Agency pursuant to clause
              (ii) below);
              (c) shall be reasonably satisfactory to the NIMS Insurer and the Trustee
              (as
              evidenced in a writing signed by each of the NIMS Insurer and the Trustee);
              and
              (d) shall execute and deliver to the Trustee and the NIMS Insurer an
              agreement,
              in form and substance reasonably satisfactory to the Trustee and the
              NIMS
              Insurer, which contains an assumption by such Person of the due and
              punctual
              performance and observance of each covenant and condition to be performed
              or
              observed by it as master servicer under this Agreement from and after
              the
              effective date of such assumption agreement; (ii) each Rating Agency
              shall be
              given prior written notice of the identity of the proposed successor
              to the
              Master Servicer and shall confirm in writing to the Master Servicer,
              the NIMS
              Insurer and the Trustee that any such sale, assignment or delegation
              would not
              result in a withdrawal or a downgrading of the rating on any Class
              of
              Certificates in effect immediately prior to such sale, assignment or
              delegation;
              and (iii) the Master Servicer shall deliver to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
              precedent to such action under this Agreement have been fulfilled and
              such
              action is permitted by and complies with the terms of this Agreement.
              No such
              sale, assignment or delegation shall affect any liability of the Master
              Servicer
              arising prior to the effective date thereof.

             

            	SECTION
                    6.05.  	
                    Successor
                      Master Servicer.

                  


             

            In
              connection with the appointment of any successor Master Servicer or
              the
              assumption of the duties of the Master Servicer, the Depositor, the
              NIMS
              Insurer, the Trust Administrator or the Trustee may make such arrangements
              for
              the compensation of such successor Master Servicer out of payments
              on the
              Mortgage Loans as the Depositor, the NIMS Insurer or the Trustee and
              such
              successor Master Servicer shall agree. If the successor Master Servicer
              does not
              agree that such market value is a fair price, such successor Master
              Servicer
              shall obtain two quotations of market value from third parties actively
              engaged
              in the master servicing of single-family mortgage loans. Notwithstanding
              the
              foregoing, the compensation payable to a successor Master Servicer
              may not
              exceed the compensation which the Master Servicer would have been entitled
              to
              retain if the Master Servicer had continued to act as Master Servicer
              hereunder.

             

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

                  


             

            The
              Servicers shall afford (and any Sub-Servicing Agreement shall provide
              that each
              Sub-Servicer shall afford) the Depositor, the NIMS Insurer, the Master
              Servicer,
              the Trust Administrator and the Trustee, upon reasonable notice, during
              normal
              business hours, reasonable access to all records maintained by each
              Servicer
              (and any such Sub-Servicer) in respect of the Servicers’ rights and obligations
              hereunder and access to officers of the Servicers (and those of any
              such
              Sub-Servicer) responsible for such obligations. Upon request, the Servicers
              shall furnish to the Depositor, the NIMS Insurer, the Master Servicer,
              the Trust
              Administrator and the Trustee its (and any such Sub-Servicer’s) most recent
              financial statements and such other information relating to the Servicers’
capacity to perform its obligations under this Agreement as it possesses
              (and
              that any such Sub-Servicer possesses). To the extent such information
              is not
              otherwise available to the public, the Depositor, the NIMS Insurer,
              the Master
              Servicer, the Trust Administrator and the Trustee shall not disseminate
              any
              information obtained pursuant to the preceding two sentences without
              the related
              Servicer’s written consent, except as required pursuant to this Agreement or
              to
              the extent that it is appropriate to do so (i) in working with legal
              counsel,
              auditors, taxing authorities or other governmental agencies or (ii)
              pursuant to
              any law, rule, regulation, order, judgment, writ, injunction or decree
              of any
              court or governmental authority having jurisdiction over the Depositor
              and the
              Trustee or the Trust Fund, and in any case, the Depositor, the NIMS
              Insurer, the
              Master Servicer, the Trust Administrator or the Trustee, as the case
              may be,
              shall use its best efforts to assure the confidentiality of any such
              disseminated non-public information. 

             

            The
              Depositor may, but is not obligated to, enforce the obligations of
              the Servicers
              under this Agreement and may, but is not obligated to, perform, or
              cause a
              designee to perform, any defaulted obligation of a Servicer under this
              Agreement
              or exercise the rights of a Servicer under this Agreement; provided
              that the
              related Servicer shall not be relieved of any of its obligations under
              this
              Agreement by virtue of such performance by the Depositor or its designee.
              The
              Depositor shall not have any responsibility or liability for any action
              or
              failure to act by the related Servicer and is not obligated to supervise
              the
              performance of any Servicer under this Agreement or otherwise. 

             

            	SECTION
                    6.07.  	
                    [Reserved].

                  


             

            	SECTION
                    6.08.  	
                    Duties
                      of the Credit Risk Manager.

                  


             

            For
              and on behalf of the Depositor, the Credit Risk Manager will provide
              reports and
              recommendations concerning certain delinquent and defaulted Mortgage
              Loans, and
              as to the collection of any Prepayment
              Charges with respect to the Mortgage Loans. Such reports and recommendations
              will be
              based
              upon information provided to the Credit Risk Manager pursuant to the
              respective
              Credit Risk Management Agreement, and the Credit Risk Manager shall
              look solely
              to the Servicers and/or Master Servicer, as applicable, for all information
              and
              data (including loss and delinquency information and data) relating
              to the
              servicing of the Mortgage Loans. Upon any termination of the Credit
              Risk Manager
              or the appointment of a successor Credit Risk Manager, the Depositor
              shall give
              written notice thereof to the Servicers, the Trustee, the Master Servicer,
              the
              Trust Administrator, the NIMS Insurer and each Rating Agency. Notwithstanding
              the foregoing, the termination of the Credit Risk Manager pursuant
              to this
              Section shall not become effective until the appointment of a successor
              Credit Risk Manager.

             

            	SECTION
                    6.09.  	
                    Limitation
                      Upon Liability of the Credit Risk
                      Manager.

                  


             

            Neither
              the Credit Risk Manager, nor any of its directors, officers, employees,
              or
              agents shall be under any liability to the Trustee, the Certificateholders,
              the
              Trust Administrator, the Servicers, the Master Servicer or the Depositor
              for any
              action taken or for refraining from the taking of any action made in
              good faith
              pursuant to this Agreement, in reliance upon information provided by
              the
              Servicers or the Master Servicer under the related Credit Risk Management
              Agreement, or for errors in judgment; provided, however, that this
              provision
              shall not protect the Credit Risk Manager or any such person against
              liability
              that would otherwise be imposed by reason of willful malfeasance or
              bad faith in
              its performance of its duties. The Credit Risk Manager and any director,
              officer, employee, or agent of the Credit Risk Manager may rely in
              good faith on
              any document of any kind prima
              facie
              properly executed and submitted by any Person respecting any matters
              arising
              hereunder, and may rely in good faith upon the accuracy of information
              furnished
              by the Servicers or the Master Servicer pursuant to the related Credit
              Risk
              Management Agreement in the performance of its duties thereunder and
              hereunder.

             

            	SECTION
                    6.10.  	
                    Removal
                      of the Credit Risk Manager.

                  


             

            The
              Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
              holding not less than 66 2/3% of the Voting Rights in the Trust Fund,
              in the
              exercise of its or their sole discretion. The Certificateholders shall
              provide
              written notice of the Credit Risk Manager’s removal to the Trust Administrator.
              Upon receipt of such notice, the Trust Administrator shall provide
              written
              notice to the Credit Risk Manager of its removal, which shall be effective
              upon
              receipt of such notice by the Credit Risk Manager. 

             

            ARTICLE
              VII

             

            DEFAULT

             

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

                  


             

            (a)  “Servicer
              Event of Default,” wherever used herein, means any one of the following
              events:

             

            (i)  any
              failure by a Servicer to remit to the Trust Administrator for distribution
              to
              the Certificateholders any payment (other than an Advance required
              to be made
              from its own funds on any Servicer Remittance Date pursuant to Section
              4.03)
              required to be made under the terms of the Certificates and this Agreement
              which
              continues unremedied for a period of one Business Day after the date
              upon which
              written notice of such failure, requiring the same to be remedied,
              shall have
              been given to the related Servicer by the Depositor or the Trust Administrator
              (in which case notice shall be provided by telecopy), or to the related
              Servicer, the Depositor and the Trust Administrator by the NIMS Insurer
              or the
              Holders of Certificates entitled to at least 25% of the Voting Rights;
              or

             

            (ii)  other
              than with respect to clause (vi) below, any failure on the part of
              a Servicer
              duly to observe or perform in any material respect any other of the
              covenants or
              agreements on the part of a Servicer contained in this Agreement, or
              the breach
              by a Servicer of any representation and warranty contained in Section
              2.05,
              which continues unremedied for a period of 30 days (or if such failure
              or breach
              cannot be remedied within 30 days, then such remedy shall have been
              commenced
              within 30 days and diligently pursued thereafter; provided, however,
              that in no
              event shall such failure or breach be allowed to exist for a period
              of greater
              than 90 days) after the earlier of (i) the date on which written notice
              of such
              failure, requiring the same to be remedied, shall have been given to
              the related
              Servicer by the Depositor or the Trust
              Administrator or
              to the
              related Servicer, the Depositor and the Trust Administrator by the
              NIMS Insurer
              or the Holders of Certificates entitled to at least 25% of the Voting
              Rights and
              (ii) actual knowledge of such failure by a Servicing Officer of the
              related
              Servicer; or

             

            (iii)  a
              decree
              or order of a court or agency or supervisory authority having jurisdiction
              in
              the premises in an involuntary case under any present or future federal
              or state
              bankruptcy, insolvency or similar law or the appointment of a conservator
              or
              receiver or liquidator in any insolvency, readjustment of debt, marshalling
              of
              assets and liabilities or similar proceeding, or for the winding-up
              or
              liquidation of its affairs, shall have been entered against the related
              Servicer
              and such decree or order shall have remained in force undischarged
              or unstayed
              for a period of 90 days; or

             

            (iv)  the
              related Servicer shall consent to the appointment of a conservator
              or receiver
              or liquidator in any insolvency, readjustment of debt, marshalling
              of assets and
              liabilities or similar proceedings of or relating to it or of or relating
              to all
              or substantially all of its property; or

             

            (v)  the
              related Servicer shall admit in writing its inability to pay its debts
              generally
              as they become due, file a petition to take advantage of any applicable
              insolvency or reorganization statute, make an assignment for the benefit
              of its
              creditors, or voluntarily suspend payment of its obligations; or

             

            (vi)  any
              failure by the related Servicer to timely comply with its obligations
              pursuant
              to Section 3.20, Section 3.21 or Section 4.06 hereof (in each case,
              taking into
              account any applicable cure periods);

             

            (vii)  any
              failure of the related Servicer to make any Advance on any Servicer
              Remittance
              Date required to be made from its own funds pursuant to Section 4.03
              which
              continues unremedied until 3:00 p.m. New York time on the Business
              Day following
              the Servicer Remittance Date.

             

            If
              (a) a
              Servicer Event of Default described in clauses (i) through (vi) of
              this Section
              shall occur, then, and in each and every such case, so long as such
              Servicer
              Event of Default shall not have been remedied, the Depositor, the Master
              Servicer, the Trustee or the Trust Administrator may, and at the written
              direction of the Holders of Certificates entitled to at least 51% of
              Voting
              Rights, or at the direction of the NIMS Insurer, the Trustee shall
              or (b) a
              Servicer Event of Default described in clause (vii) of this Section
              shall occur
              and the Trustee or the Master Servicer has, at the direction of the
              Depositor,
              determined to terminate the related Servicer, then the Trustee, shall,
              by notice
              in writing to the related Servicer, the Master Servicer and the Depositor,
              terminate all of the rights and obligations of the related Servicer
              in its
              capacity as Servicer under this Agreement, to the extent permitted
              by law, and
              in and to the Mortgage Loans and the proceeds thereof. If a Servicer
              Event of
              Default described in clause (vii) hereof shall occur, the Trustee shall,
              by
              notice in writing to the related Servicer, the Depositor, the Master
              Servicer
              and the NIMS Insurer, terminate all of the rights and obligations of
              the related
              Servicer in its capacity as Servicer under this Agreement and in and
              to the
              Mortgage Loans and the proceeds thereof. Subject to Section 7.02 hereof,
              on or
              after the receipt by the related Servicer of such written notice, all
              authority
              and power of the related Servicer under this Agreement, whether with
              respect to
              the Certificates (other than as a Holder of any Certificate) or the
              Mortgage
              Loans or otherwise, shall pass to and be vested in the Master Servicer
              or if the
              Master Servicer is the affected Servicer, the Trustee pursuant to and
              under this
              Section, and, without limitation, the Master Servicer or the Trustee,
              as
              applicable, is hereby authorized and empowered, as attorney-in-fact
              or
              otherwise, to execute and deliver, on behalf of and at the expense
              of the
              related Servicer, any and all documents and other instruments and to
              do or
              accomplish all other acts or things necessary or appropriate to effect
              the
              purposes of such notice of termination, whether to complete the transfer
              and
              endorsement or assignment of the Mortgage Loans and related documents,
              or
              otherwise. Each Servicer agrees to promptly (and in any event no later
              than ten
              Business Days subsequent to such notice) provide the Master Servicer
              or the
              Trustee, as applicable, with all documents and records requested by
              it to enable
              it to assume the Servicer’s functions under this Agreement, and to cooperate
              with the Master Servicer or the Trustee, as applicable, in effecting
              the
              termination of a Servicer’s responsibilities and rights under this Agreement,
              including, without limitation, the transfer within one Business Day
              to the
              Master Servicer or the Trustee, as applicable, for administration by
              it of all
              cash amounts which at the time shall be or should have been credited
              by the
              related Servicer to the Collection Account held by or on behalf of
              the related
              Servicer, the Distribution Account or any REO Account or Servicing
              Account held
              by or on behalf of the related Servicer or thereafter be received with
              respect
              to the Mortgage Loans or any REO Property serviced by the related Servicer;
              provided, however, that the related Servicer shall continue to be entitled
              to
              receive all amounts accrued or owing to it under this Agreement on
              or prior to
              the date of such termination, whether in respect of Advances or otherwise,
              and
              shall continue to be entitled to the benefits of Section 6.03, notwithstanding
              any such termination, with respect to events occurring prior to such
              termination.

             

            (b)  “Master
              Servicer Event of Default,” wherever used herein, means any one of the following
              events:

             

            (i)  the
              Master Servicer fails to cause to be deposited in the Distribution
              Account any
              amount so required to be deposited pursuant to this Agreement (other
              than an
              Advance), and such failure continues unremedied for a period of three
              Business
              Days after the date upon which written notice of such failure, requiring
              the
              same to be remedied, shall have been given to the Master Servicer;
              or

             

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

             

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

             

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

             

            (v)  the
              Master Servicer assigns or delegates its duties or rights under this
              Agreement
              in contravention of the provisions permitting such assignment or delegation
              under Section 6.05; or

             

            (vi)  any
              failure of the Master Servicer to make any Advance (other than a Nonrecoverable
              Advance) required to be made from its own funds pursuant to Section 4.03 by
              5:00 p.m. New York time on the Business Day prior to the applicable
              Distribution
              Date.

             

            In
              each
              and every such case, so long as such Master Servicer Event of Default
              with
              respect to the Master Servicer shall not have been remedied, either
              the Trustee,
              the NIMS Insurer or the Holders of Certificates evidencing not less
              than 51% of
              the Voting Rights, by notice in writing to the Depositor, the Master
              Servicer
              (and to the Trustee if given by such Certificateholders), with a copy
              to the
              NIMS Insurer and the Rating Agencies, may terminate all of the rights
              and
              obligations (but not the liabilities) of the Master Servicer under
              this
              Agreement and in and to the Mortgage Loans and/or the REO Property
              master
              serviced by the Master Servicer and the proceeds thereof. Upon the
              receipt by
              the Master Servicer of the written notice, all authority and power
              of the Master
              Servicer under this Agreement, whether with respect to the Certificates,
              the
              Mortgage Loans, REO Property or under any other related agreements
              (but only to
              the extent that such other agreements relate to the Mortgage Loans
              or related
              REO Property) shall, subject to Section 7.03, automatically and without
              further action pass to and be vested in the Trustee pursuant to this
              Section 7.01(b); and, without limitation, the Trustee is hereby authorized
              and empowered to execute and deliver, on behalf of the Master Servicer
              as
              attorney-in-fact or otherwise, any and all documents and other instruments
              and
              to do or accomplish all other acts or things necessary or appropriate
              to effect
              the purposes of such notice of termination, whether to complete the
              transfer and
              endorsement or assignment of the Mortgage Loans and related documents,
              or
              otherwise. The Master Servicer agrees to cooperate with the Trustee
              in effecting
              the termination of the Master Servicer’s rights and obligations hereunder,
              including, without limitation, the transfer to the Trustee of (i) the
              property
              and amounts which are then or should be part of the Trust Fund or which
              thereafter become part of the Trust Fund; and (ii) originals or copies
              of all
              documents of the Master Servicer reasonably requested by the Trustee
              to enable
              it to assume the Master Servicer’s duties thereunder. In addition to any other
              amounts which are then, or, notwithstanding the termination of its
              activities
              under this Agreement, may become payable to the Master Servicer under
              this
              Agreement, the Master Servicer shall be entitled to receive, out of
              any amount
              received on account of a Mortgage Loan or related REO Property, that
              portion of
              such payments which it would have received as reimbursement under this
              Agreement
              if notice of termination had not been given. The termination of the
              rights and
              obligations of the Master Servicer shall not affect any obligations
              incurred by
              the Master Servicer prior to such termination.

             

            Notwithstanding
              the foregoing, if a Master Servicer Event of Default described in clause
              (vi) of
              this Section 7.01(b) shall occur, the Trustee shall, by notice in writing
              to the Master Servicer, which may be delivered by telecopy, immediately
              terminate all of the rights and obligations of the Master Servicer
              thereafter
              arising under this Agreement, but without prejudice to any rights it
              may have as
              a Certificateholder or to reimbursement of Advances and other advances
              of its
              own funds, and the Trustee shall act as provided in Section 7.03 to carry
              out the duties of the Master Servicer, including the obligation to
              make any
              Advance the nonpayment of which was a Master Servicer Event of Default
              described
              in clause (vi) of this Section 7.01(b). Any such action taken by the
              Trustee must be prior to the distribution on the relevant Distribution
              Date.

             

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

                  


             

            (a)  From
              the
              time a Servicer receives a notice of termination, the Master
              Servicer
              or (if
              the Master Servicer is the affected Servicer) the Trustee (or such
              other
              successor servicer as is acceptable to the NIMS Insurer) shall be the
              successor
              in all respects to the related Servicer in its capacity as Servicer
              under this
              Agreement and the transactions set forth or provided for herein, and
              all the
              responsibilities, duties and liabilities relating thereto and arising
              thereafter
              shall be assumed by the Master Servicer or the Trustee, as applicable,
              (except
              for any representations or warranties of the related Servicer under
              this
              Agreement, the responsibilities, duties and liabilities contained in
              Section
              2.05 and the obligation to deposit amounts in respect of losses pursuant
              to
              Section 3.12) by the terms and provisions hereof; provided, however,
              the Master
              Servicer or the Trustee, as applicable, shall immediately assume the
              related
              Servicer’s obligations to make Advances pursuant to Section 4.03; provided,
              further, however, that if the Master Servicer or the Trustee, as applicable,
              is
              prohibited by law or regulation from obligating itself to make advances
              regarding delinquent mortgage loans, then the Master Servicer or the
              Trustee, as
              applicable, shall not be obligated to make Advances pursuant to Section
              4.03;
              and provided further, that any failure to perform such duties or
              responsibilities caused by the related Servicer’s failure to provide information
              required by Section 7.01(a) shall not be considered a default by the
              Master
              Servicer or the Trustee, as applicable, as successor to the related
              Servicer
              hereunder. It is understood and acknowledged by the parties hereto
              that there
              will be a period of transition (not to exceed 90 days) before the transition
              of
              servicing obligations is fully effective. As compensation therefor,
              the Master
              Servicer or the Trustee, as applicable, shall be entitled to the Servicing
              Fee
              and all funds relating to the Mortgage Loans to which the related Servicer
              would
              have been entitled if it had continued to act hereunder. Notwithstanding
              the
              above and subject to Section 7.02(b) below, the Master Servicer or
              the Trustee,
              as applicable, if it shall be unwilling to so act, or shall, if it
              is unable to
              so act or if it is prohibited by law from making advances regarding
              delinquent
              mortgage loans or if the Holders of Certificates entitled to at least
              51% of the
              Voting Rights or the NIMS Insurer so request in writing to the Trustee,
              promptly
              appoint or petition a court of competent jurisdiction to appoint, an
              established
              mortgage loan servicing institution acceptable to each Rating Agency
              and the
              NIMS Insurer and having a net worth of not less than $15,000,000, as
              the
              successor to the related Servicer under this Agreement in the assumption
              of all
              or any part of the responsibilities, duties or liabilities of the related
              Servicer under this Agreement.

             

            Pending
              appointment of a successor to the affected Servicer hereunder, unless
              the Master
              Servicer or the Trustee, as applicable, is prohibited by law from so
              acting, the
              Master Servicer or the Trustee, as applicable, shall act in such capacity
              as
              hereinabove provided. In connection with such appointment and assumption,
              the
              successor shall be entitled to receive compensation out of payments
              on Mortgage
              Loans in an amount equal to the compensation which the related Servicer
              would
              otherwise have received pursuant to Section 3.18 (or such other compensation
              as
              the Master Servicer or the Trustee, as applicable, and such successor
              shall
              agree, not to exceed the Servicing Fee). The appointment of a successor
              servicer
              shall not affect any liability of the predecessor Servicer which may
              have arisen
              under this Agreement prior to its termination as Servicer to pay any
              deductible
              under an insurance policy pursuant to Section 3.14 or to indemnify
              the NIMS
              Insurer pursuant to Section 6.03, nor shall any successor servicer
              be liable for
              any acts or omissions of the predecessor servicer or for any breach
              by such
              servicer of any of its representations or warranties contained herein
              or in any
              related document or agreement. The Master Servicer or the Trustee,
              as
              applicable, and such successor shall take such action, consistent with
              this
              Agreement, as shall be necessary to effectuate any such succession.
              All
              reasonable Servicing Transfer Costs shall be paid by the predecessor
              servicer
              upon presentation of reasonable documentation of such costs, and if
              such
              predecessor servicer defaults in its obligation to pay such costs,
              such costs
              shall be paid by the successor servicer or the Master Servicer or the
              Trustee,
              as applicable (in which case the successor servicer or the Master Servicer
              or
              the Trustee, as applicable, shall be entitled to reimbursement therefor
              from the
              assets of the Trust Fund).

             

            (b)  No
              appointment of a successor to a Servicer under this Agreement shall
              be effective
              until the assumption by the successor of all of the related Servicer’s
              responsibilities, duties and liabilities hereunder. In connection with
              such
              appointment and assumption described herein, the Master Servicer or
              the Trustee,
              as applicable, may make such arrangements for the compensation of such
              successor
              out of payments on Mortgage Loans as it and such successor shall agree;
              provided, however, that no such compensation shall be in excess of
              that
              permitted the related Servicer as such hereunder. The Depositor, the
              Trustee,
              the Trust Administrator, the Master Servicer and such successor shall
              take such
              action, consistent with this Agreement, as shall be necessary to effectuate
              any
              such succession. Pending appointment of a successor to the related
              Servicer
              under this Agreement the Master Servicer or the Trustee, as applicable,
              shall
              act in such capacity as hereinabove provided. 

             

            Any
              successor to a Servicer, including the Master Servicer or the Trustee,
              as
              applicable, shall during the term of its service as servicer continue
              to service
              and administer the Mortgage Loans for the benefit of Certificateholders,
              and
              maintain in force a policy or policies of insurance covering errors
              and
              omissions in the performance of its obligations as Servicer hereunder
              and a
              fidelity bond in respect of its officers, employees and agents to the
              same
              extent as the terminated Servicer is so required pursuant to Section
              3.14.

             

            (c)  Notwithstanding
              any provision in this Agreement to the contrary, for a period of 30
              days
              following the date on which a Servicer shall have received a notice
              of a
              Servicer Event of Default pursuant to Section 7.01, or a default under
              a loan
              agreement pursuant to Section 6.04 or a Servicer resignation pursuant
              to Section
              6.04, the terminated Servicer or its designee may, with the consent
              of the NIMS
              Insurer, appoint a successor servicer that satisfies the eligibility
              criteria of
              a successor servicer set forth above; provided that such successor
              servicer
              agrees to fully effect the servicing transfer within 90 days following
              the
              termination of the related Servicer and to make all Advances that would
              otherwise be made by the Master Servicer or the Trustee, as applicable,
              under
              Section 7.01 as of the date of such appointment. Any proceeds received
              in
              connection with the appointment of such successor servicer (after deduction
              of
              any expenses incurred in connection with the servicing transfer) shall
              be the
              property of the terminated Servicer or its designee. Notwithstanding
              the
              foregoing, in the event of a Servicer Event of Default pursuant to
              Section
              7.01(a)(vii), either (i) the related Servicer shall remit the amount
              of the
              required Advance by 3:00 p.m.
              New York
              time on the Business Day following the Servicer Remittance Date or
              (ii) by 3:00
              p.m. New York time on the Business Day following the Servicer Remittance
              Date,
              the related Servicer shall have appointed a successor servicer that
              satisfies
              the eligibility criteria of a successor servicer set forth above and
              that has
              remitted the amount of the required Advance to the Trust Administrator.
              If the
              related Servicer fails to adhere to the requirements set forth in the
              immediately preceding sentence, the Master Servicer or the Trustee,
              as
              applicable, shall be the successor in all respects to the related Servicer
              in
              its capacity as Servicer under this Agreement and shall immediately
              assume the
              related Servicer’s obligations to make Advances. In no event shall the
              termination of a Servicer under this Agreement result in any diminution
              of a
              Servicer’s right to reimbursement for any outstanding Advances or Servicing
              Advances or accrued and unpaid Servicing Fees due to each Servicer
              at the time
              of termination. Reimbursement of unreimbursed Advances and Servicing
              Advances
              and accrued and unpaid Servicing Fees shall be made on a FIFO, loan-by-loan
              basis. Each Servicer shall continue to be entitled to the benefits
              of Section
              6.03 hereof related to indemnification, notwithstanding any termination
              hereunder. 

             

            (d)  In
              connection with the termination or resignation of a Servicer hereunder,
              either
              (i) the successor servicer, including the Master Servicer or the Trustee,
              as
              applicable, if the Master Servicer or the Trustee, as applicable, is
              acting as
              successor servicer, shall represent and warrant that it is a member
              of MERS in
              good standing and shall agree to comply in all material respects with
              the rules
              and procedures of MERS in connection with the servicing of the Mortgage
              Loans
              that are registered with MERS, in which case the predecessor servicer
              shall
              cooperate with the successor servicer in causing MERS to revise its records to
              reflect the transfer of servicing to the successor servicer as necessary
              under
              MERS’ rules and regulations, or (ii) the predecessor servicer shall cooperate
              with the successor servicer in causing MERS to execute and deliver
              an assignment
              of Mortgage in recordable form to transfer the Mortgage from MERS to
              the Master
              Servicer or the Trustee, as applicable, and to execute and deliver
              such other
              notices, documents and other instruments as may be necessary or desirable
              to
              effect a transfer of such Mortgage Loan or servicing of such Mortgage
              Loan on
              the MERS® System to the successor servicer. The predecessor servicer shall file
              or cause to be filed any such assignment in the appropriate recording
              office.
              The predecessor servicer shall bear any and all fees of MERS, costs
              of preparing
              any assignments of Mortgage, and fees and costs of filing any assignments
              of
              Mortgage that may be required under this Section 7.02(d).

             

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

                  


             

            (a)  Upon
              the
              receipt by the Master Servicer of a notice of termination pursuant
              to
              Section 7.01(b) or an Opinion of Counsel rendered by Independent counsel
              pursuant to Section 6.05(b) to the effect that the Master Servicer is
              legally unable to act or to delegate its duties to a Person which is
              legally
              able to act, the Trustee shall automatically become the successor in
              all
              respects to the Master Servicer in its capacity under this Agreement
              and the
              transactions set forth or provided for herein and shall thereafter
              be subject to
              all the responsibilities, duties, liabilities and limitations on liabilities
              relating thereto placed on the Master Servicer by the terms and provisions
              hereof; provided, however, that the Trustee (i) shall have no obligation
              whatsoever with respect to any liability (other than Advances deemed
              recoverable
              and not previously made) incurred by the Master Servicer at or prior
              to the time
              of termination and (ii) shall not be obligated to perform any obligation
              of the
              Master Servicer under Section 3.20 or 3.21 with respect to any period
              of time
              during which the Trustee was not the Master Servicer. As compensation
              therefor,
              but subject to Section 6.05, the Trustee shall be entitled to compensation
              which the Master Servicer would have been entitled to retain if the
              Master
              Servicer had continued to act hereunder, except for those amounts due
              the Master
              Servicer as reimbursement permitted under this Agreement for advances
              previously
              made or expenses previously incurred. Notwithstanding the above, the
              Trustee
              may, if it shall be unwilling so to act, or shall, if it is legally
              unable so to
              act, appoint or petition a court of competent jurisdiction to appoint,
              any
              established housing and home finance institution which is a Fannie
              Mae- or
              Freddie Mac-approved servicer, acceptable to the NIMS Insurer and with
              respect
              to a successor to the Master Servicer only, having a net worth of not
              less than
              $50,000,000, as the successor to the Master Servicer hereunder in the
              assumption
              of all or any part of the responsibilities, duties or liabilities of
              the Master
              Servicer hereunder; provided, that the Trustee shall obtain consent
              from the
              NIMS Insurer and a letter or other evidence each Rating Agency that
              the ratings,
              if any, on each of the Certificates will not be lowered as a result
              of the
              selection of the successor to the Master Servicer. Pending appointment
              of a
              successor to the Master Servicer hereunder, the Trustee shall act in
              such
              capacity as hereinabove provided. In connection with such appointment
              and
              assumption, the Trustee may make such arrangements for the compensation
              of such
              successor out of payments on the Mortgage Loans as it and such successor
              shall
              agree; provided, however, that the provisions of Section 6.05 shall apply,
              the compensation shall not be in excess of that which the Master Servicer
              would
              have been entitled to if the Master Servicer had continued to act hereunder,
              and
              that such successor shall undertake and assume the obligations of the
              Trustee to
              pay compensation to any third Person acting as an agent or independent
              contractor in the performance of master servicing responsibilities
              hereunder.
              The Trustee and such successor shall take such action, consistent with
              this
              Agreement, as shall be necessary to effectuate any such succession.

             

            If
              the
              Master Servicer and the Trust Administrator are the same entity, then
              at any
              time the Master Servicer resigns or is removed as Master Servicer,
              the Trust
              Administrator shall also be removed hereunder. All reasonable Master
              Servicing
              Transfer Costs shall be paid by the predecessor Master Servicer upon
              presentation of reasonable documentation of such costs, and if such
              predecessor
              Master Servicer defaults in its obligation to pay such costs, such
              costs shall
              be paid by the successor Master Servicer or the Trustee (in which case
              the
              successor Master Servicer or the Trustee, as applicable, shall be entitled
              to
              reimbursement therefor from the assets of the Trust Fund).

             

            (b)  If
              the
              Trustee shall succeed to any duties of the Master Servicer respecting
              the
              Mortgage Loans as provided herein, it shall do so in a separate capacity
              and not
              in its capacity as Trustee and, accordingly, the provisions of Article
              VIII
              shall be inapplicable to the Trustee in its duties as the successor
              to the
              Master Servicer in the master servicing of the Mortgage Loans (although
              such
              provisions shall continue to apply to the Trustee in its capacity as
              Trustee);
              the provisions of Article VI, however, shall apply to it in its capacity
              as
              successor Master Servicer.

             

            	SECTION
                    7.04.  	
                    Notification
                      to Certificateholders.

                  


             

            (a)  Upon
              any
              termination of a Servicer or the Master Servicer pursuant to Section 7.01
              above or any appointment of a successor to a Servicer or Master Servicer
              pursuant to Section 7.02 or Section 7.03 above, the Trust Administrator, or
              in the event of the termination of the Master Servicer, the Trustee
              (or such
              other successor Trust Administrator) shall give prompt written notice
              thereof to
              each Servicer, the Credit Risk Manager, the NIMS Insurer, the Master
              Servicer
              and the Certificateholders at their respective addresses appearing
              in the
              Certificate Register.

             

            (b)  Not
              later
              than the later of 60 days after the occurrence of any event, which
              constitutes
              or which, with notice or lapse of time or both, would constitute a
              Servicer
              Event of Default or a Master Servicer Event of Default or five days
              after a
              Responsible Officer of the Trust Administrator (in the case of a Servicer
              Event
              of Default) or the Trustee (in the case of a Master Servicer Event
              of Default)
              becomes aware of the occurrence of such an event, the Trust Administrator
              or
              Trustee, as applicable, shall transmit by mail to the Credit Risk Manager,
              the
              NIMS Insurer and to all Holders of Certificates notice of each such
              occurrence,
              unless such Servicer Event of Default or Master Servicer Event of Default
              shall
              have been cured or waived.

             

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

                  


             

            The
              Holders representing at least 66% of the Voting Rights (with the consent
              of the
              NIMS Insurer) evidenced by all Classes of Certificates affected by
              any default,
              Servicer Event of Default or Master Servicer Event of Default hereunder
              may
              waive such default, Servicer Event of Default or Master Servicer Event
              of
              Default; provided, however, that a Servicer Event of Default under
              clause (i) or
              (vii) of Section 7.01(a) or Master Servicer Event of Default under
              clause (i) or
              (vi) of Section 7.01(b) may be waived only by all of the Holders of
              the Regular
              Certificates (with the consent of the NIMS Insurer). Upon any such
              waiver of a
              default, Servicer Event of Default or Master Servicer Event of Default,
              such
              default, Servicer Event of Default or Master Servicer Event of Default
              shall
              cease to exist and shall be deemed to have been remedied for every
              purpose
              hereunder. No such waiver shall extend to any subsequent or other default,
              Servicer Event of Default or Master Servicer Event of Default or impair
              any
              right consequent thereon except to the extent expressly so waived.
              Notice of any
              such waiver shall be given by the Trust Administrator or the Trustee
              as
              applicable, to the Rating Agencies and the NIMS Insurer.

             

            	SECTION
                    7.06.  	
                    Survivability
                      of Servicer and Master Servicer
                      Liabilities.

                  


             

            Notwithstanding
              anything herein to the contrary, upon termination of a Servicer or
              the Master
              Servicer hereunder, any liabilities
              of
              the terminated Servicer or the Master Servicer, as applicable, which
              accrued
              prior to such termination shall survive such termination.

             

          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          

            


             

            ARTICLE
              VIII

             

            CONCERNING
              THE TRUSTEE AND THE TRUST ADMINISTRATOR

             

            	SECTION
                    8.01.  	
                    Duties
                      of Trustee and Trust Administrator.

                  


             

            The
              Trustee, prior to the occurrence of a Servicer Event of Default or
              Master
              Servicer Event of Default and after the curing of all Servicer Events
              of Default
              or Master Servicer Events of Termination which may have occurred, undertakes
              to
              perform such duties and only such duties as are specifically set forth
              in this
              Agreement. The Trust Administrator undertakes to perform such duties
              and only
              such duties as are specifically set forth in this Agreement. If a Servicer
              Event
              of Default or Master Servicer Event of Default has occurred (which
              has not been
              cured) of which a Responsible Officer has knowledge, 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 man would
              exercise or
              use under the circumstances in the conduct of his own affairs.

             

            Each
              of
              the Trustee and the Trust Administrator, upon receipt of all resolutions,
              certificates, statements, opinions, reports, documents, orders or other
              instruments furnished to it which are specifically required to be furnished
              pursuant to any provision of this Agreement, shall examine them to
              determine
              whether they conform to the requirements of this Agreement; provided,
              however,
              that neither the Trustee nor the Trust Administrator will be responsible
              for the
              accuracy or content of any such resolutions, certificates, statements,
              opinions,
              reports, documents or other instruments. If any such instrument is
              found not to
              conform to the requirements of this Agreement in a material manner
              the Trustee
              or the Trust Administrator, as applicable, shall take such action as
              it deems
              appropriate to have the instrument corrected, and if the instrument
              is not
              corrected to the Trustee’s or the Trust Administrator’s satisfaction, the
              Trustee or the Trust Administrator, as applicable, will provide notice
              thereof
              to the Certificateholders and the NIMS Insurer.

             

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

             

            (i)  Prior
              to
              the occurrence of a Servicer Event of Default or Master Servicer Event
              of
              Default, and after the curing of all such Servicer Events of Default
              or Master
              Servicer Events of Termination which may have occurred, the duties
              and
              obligations of the Trustee 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, in the absence of bad faith on the part of the Trustee,
              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.
              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, in the absence of bad faith on the part of the
              Trust
              Administrator, 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,
              that conform
              to the requirements of this Agreement;

             

            (ii)  Neither
              the Trustee nor the Trust Administrator shall be personally liable
              for an error
              of judgment made in good faith by a Responsible Officer of the Trustee
              or the
              Trust Administrator, as applicable, unless it shall be proved that
              the Trustee
              or the Trust Administrator, as the case may be, was negligent in ascertaining
              the pertinent facts;

             

            (iii)  Neither
              the Trustee nor the Trust Administrator shall be personally liable
              with respect
              to any action taken, suffered or omitted to be taken by it in good
              faith in
              accordance with the direction of the NIMS Insurer or the Holders of
              Certificates
              evidencing not less than 51% of the Voting Rights relating to the time,
              method
              and place of conducting any proceeding for any remedy available to
              the Trustee
              or the Trust Administrator, as applicable, or exercising or omitting
              to exercise
              any trust or power conferred upon the Trustee, under this Agreement;
              and

             

            (iv)  The
              Trustee shall not be required to take notice or be deemed to have notice
              or
              knowledge of any default, Servicer Event of Default or Master Servicer
              Event of
              Default unless a Responsible Officer of the Trustee at the Corporate
              Trust
              Office obtains actual knowledge of such failure or the Trustee receives
              written
              notice of such failure from the Depositor, a Servicer or the Holders
              of
              Certificates evidencing not less than 51% of the Voting Rights.

             

            Neither
              the Trustee nor the Trust Administrator shall be required to expend
              or risk its
              own funds or otherwise incur financial liability in the performance
              of any of
              its duties hereunder, or in the exercise of any of its rights or powers,
              if
              there is reasonable ground for believing that the repayment of such
              funds or
              adequate indemnity against such risk or liability is not reasonably
              assured to
              it, and none of the provisions contained in this Agreement shall in
              any event
              require the Trustee to perform, or be responsible for the manner of
              performance
              of, any of the obligations of the Master Servicer under this Agreement,
              except
              during such time, if any, as the Trustee shall be the successor to,
              and be
              vested with the rights, duties, powers and privileges of, the Master
              Servicer in
              accordance with the terms of this Agreement.

             

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

                  


             

            (a)  Except
              as
              otherwise provided in Section 8.01:

             

            (i)  Either
              the Trustee or the Trust Administrator may request and rely upon, and
              shall be
              protected in acting or refraining from acting upon, any resolution,
              Officers’
Certificate, certificate of auditors or any other certificate, statement,
              instrument, opinion, report, notice, request, consent, order, appraisal,
              bond or
              other paper or document reasonably believed by it to be genuine and
              to have been
              signed or presented by the proper party or parties, and the manner
              of obtaining
              consents and of evidencing the authorization of the execution thereof
              by
              Certificateholders shall be subject to such reasonable regulations
              as the
              Trustee or the Trust Administrator may prescribe;

             

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

             

            (iii)  Neither
              the Trustee nor the Trust Administrator shall be under any obligation
              to
              exercise any of the rights or powers vested in it by this Agreement,
              or to
              institute, conduct or defend any litigation hereunder or in relation
              hereto, at
              the request, order or direction of any of the Certificateholders or
              the NIMS
              Insurer, pursuant to the provisions of this Agreement, unless such
              Certificateholders or the NIMS Insurer, as applicable, shall have offered
              to the
              Trustee or the Trust Administrator, as applicable, reasonable security
              or
              indemnity against the costs, expenses and liabilities which may be
              incurred
              therein or thereby; the right of the Trustee or the Trust Administrator
              to
              perform any discretionary act enumerated in this Agreement shall not
              be
              construed as a duty, and neither the Trustee nor the Trust Administrator
              shall
              be answerable for other than its negligence or willful misconduct in
              the
              performance of any such act; nothing contained herein shall, however,
              relieve
              the Trustee of the obligation, upon the occurrence of a Master Servicer
              Event of
              Default of which the Trustee has received written notice or of which
              a
              Responsible Officer of the Trustee has actual knowledge (which has
              not been
              cured or waived), to exercise such of the rights and powers vested
              in it by this
              Agreement, and to use the same degree of care and skill in their exercise,
              as a
              prudent person would exercise under the circumstances in the conduct
              of his own
              affairs;

             

            (iv)  Prior
              to
              the occurrence of a Servicer Event of Default or Master Servicer Event
              of
              Default hereunder and after the curing or waiver of all Servicer Events
              of
              Default or Master Servicer Events of Termination which may have occurred,
              neither the Trustee nor the Trust Administrator shall be personally
              liable for
              any action taken, suffered or omitted by it in good faith and believed
              by it to
              be authorized or within the discretion or rights or powers conferred
              upon it by
              this Agreement;

             

            (v)  Prior
              to
              the occurrence of a Servicer Event of Default or Master Servicer Event
              of
              Default and after the curing of all Servicer Events of Default or Master
              Servicer Events of Termination which may have occurred, neither the
              Trustee nor
              the Trust Administrator shall be bound to make any investigation into
              the facts
              or matters stated in any resolution, certificate, statement, instrument,
              opinion, report, notice, request, consent, order, approval, bond or
              other paper
              or documents, unless requested in writing to do so by the NIMS Insurer
              or the
              Holders of Certificates entitled to at least 25% of the Voting Rights;
              provided,
              however, that if the payment within a reasonable time to the Trustee
              or the
              Trust Administrator, as applicable, of the costs, expenses or liabilities
              likely
              to be incurred by it in the making of such investigation is, in the
              opinion of
              the Trustee or the Trust Administrator, as applicable, not reasonably
              assured to
              the Trustee or the Trust Administrator, as applicable, by the security
              afforded
              to it by the terms of this Agreement, the Trustee or the Trust Administrator,
              as
              applicable, may require reasonable indemnity against such cost, expense
              or
              liability as a condition to such proceeding; and

             

            (vi)  Either
              the Trustee or the Trust Administrator may execute any of the trusts or powers
              hereunder or perform any duties hereunder either directly or by or
              through
              agents or attorneys, custodians or nominees.

             

            (b)  All
              rights of action under this Agreement or under any of the Certificates,
              enforceable by the Trustee, may be enforced by it without the possession
              of any
              of the Certificates, or the production thereof at the trial or other
              proceeding
              relating thereto, and any such suit, action or proceeding instituted
              by the
              Trustee shall be brought in its name for the benefit of all the Holders
              of such
              Certificates, subject to the provisions of this Agreement.

             

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

                  


             

            The
              recitals contained herein and in the Certificates (other than the signature
              of
              the Trust Administrator, the authentication of the Trust Administrator
              on the
              Certificates, the acknowledgments of the Trustee contained in Article
              II and the
              representations and warranties of the Trustee and the Trust Administrator
              in
              Section 8.13) shall be taken as the statements of the Depositor and neither
              the Trustee nor the Trust Administrator assumes any responsibility
              for their
              correctness. Neither the Trustee nor the Trust Administrator makes
              any
              representations or warranties as to the validity or sufficiency of
              this
              Agreement (other than as specifically set forth in Section 8.12) or of the
              Certificates (other than the signature of the Trust Administrator and
              authentication of the Trust Administrator on the Certificates) or of
              any
              Mortgage Loan or related document. Neither the Trustee nor the Trust
              Administrator shall be accountable for the use or application by the
              Depositor
              of any of the Certificates or of the proceeds of such Certificates,
              or for the
              use or application of any funds paid to the Depositor, the Servicers
              or the
              Master Servicer in respect of the Mortgage Loans or deposited in or
              withdrawn
              from the Collection Account by the Servicers or the Distribution Account
              by the
              Master Servicer.

             

            	SECTION
                    8.04.  	
                    Trustee
                      and Trust Administrator May Own
                      Certificates.

                  


             

            Each
              of
              the Trustee and the Trust Administrator in its individual capacity
              or any other
              capacity may become the owner or pledgee of Certificates with the same
              rights it
              would have if it were not Trustee or Trust Administrator, as applicable.
              Each of
              the Trustee and the Trust Administrator in its individual capacity
              or any other
              capacity may transact any banking and trust business with the Originator,
              the
              Servicers, the Depositor or their Affiliates.

             

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

                  


             

            On
              each
              Distribution Date, the Trust Administrator shall be entitled to compensation
              as
              separately agreed with the Master Servicer. The annual fees of the
              Trustee
              hereunder and of the Custodian shall be paid in accordance with side
              letter
              agreements with the Trust Administrator and at the sole expense of
              the Trust
              Administrator. The Trustee, the Trust Administrator or any director,
              officer,
              employee or agent of any of them, shall be indemnified by the Trust
              Fund and
              held harmless against any loss, liability or expense (not including
              expenses and
              disbursements incurred or made by the Trustee or the Trust Administrator,
              including the compensation and the expenses and disbursements of its
              agents and
              counsel, in the ordinary course of the Trustee’s or the Trust Administrator’s
              performance in accordance with the provisions of this Agreement) incurred
              by the
              Trustee or by the Trust Administrator arising out of or in connection
              with the
              acceptance or administration of the obligations and duties of the Trustee
              or the
              Trust Administrator under this Agreement, other than any loss, liability
              or
              expense (i) resulting from a breach of a Servicer’s or the Master Servicer’s
              obligations and duties under this Agreement for which the Trustee or
              the Trust
              Administrator, as applicable, is otherwise indemnified under this Agreement
              or
              (ii) any loss, liability or expense incurred by reason of willful misfeasance,
              bad faith or negligence of the Trustee or of the Trust Administrator,
              as
              applicable, in the performance of its duties hereunder or by reason
              of the
              Trustee’s or the Trust Administrator’s, as applicable, reckless disregard of
              obligations and duties hereunder or as a result of a breach of the
              Trustee’s or
              the Trust Administrator’s, as applicable, obligations under Article X hereof.
              Any amounts payable to the Trustee, the Trust Administrator or any
              director,
              officer, employee or agent of the Trustee or the Trust Administrator,
              in respect
              of the indemnification provided by this Section 8.05, or pursuant to any
              other right of reimbursement from the Trust Fund that the Trustee,
              the Trust
              Administrator or any director, officer, employee or agent of the Trustee
              or the
              Trust Administrator, may have hereunder in its capacity as such, may
              be
              withdrawn by the Trust Administrator for payment to the applicable
              indemnified
              Person from the Distribution Account at any time. The foregoing indemnity
              shall
              survive the resignation or removal of the Trustee or the Trust
              Administrator.

             

            	SECTION
                    8.06.  	
                    Eligibility
                      Requirements for Trustee and Trust
                      Administrator.

                  


             

            Each
              of
              the Trustee and the Trust Administrator hereunder shall at all times
              be an
              entity duly organized and validly existing under the laws of the United
              States
              of America or any state thereof, authorized under such laws to exercise
              corporate trust powers, having a combined capital and surplus of at
              least
              $50,000,000 and subject to supervision or examination by federal or
              state
              authority. If such entity publishes reports of condition at least annually,
              pursuant to law or to the requirements of the aforesaid supervising
              or examining
              authority, then for the purposes of this Section 8.06, the combined capital
              and surplus of such entity shall be deemed to be its combined capital
              and
              surplus as set forth in its most recent report of condition so published.
              The
              principal offices of each of the Trustee and the Trust Administrator
              (other than
              the initial Trustee and initial Trust Administrator) shall be in a
              state with
              respect to which an Opinion of Counsel has been delivered to such Trustee
              or
              Trust Administrator, as applicable, at the time such Trustee or Trust
              Administrator, as applicable, is appointed Trustee or Trust Administrator,
              as
              applicable, to the effect that the Trust will not be a taxable entity
              under the
              laws of such state. In case at any time the Trustee or the Trust Administrator
              shall cease to be eligible in accordance with the provisions of this
              Section 8.06, the Trustee or the Trust Administrator, as applicable, shall
              resign immediately in the manner and with the effect specified in
              Section 8.07.

             

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

                  


             

            The
              Trustee or the Trust Administrator may at any time resign and be discharged
              from
              the trusts hereby created by giving written notice thereof to the Depositor,
              the
              NIMS Insurer, the Servicers, the Master Servicer, each Rating Agency
              and, if the
              Trustee is resigning, to the Trust Administrator, or, if the Trust
              Administrator
              is resigning, to the Trustee. Upon receiving such notice of resignation,
              the
              Depositor shall promptly appoint a successor Trustee or Trust Administrator,
              (which may be the same Person in the event both the Trustee and the
              Trust
              Administrator resign or are removed) acceptable to the NIMS Insurer
              by written
              instrument, in duplicate, one copy of which instrument shall be delivered
              to the
              resigning Trustee or Trust Administrator, as applicable, and one copy
              to the
              successor Trustee or Trust Administrator. If no successor Trustee or
              Trust
              Administrator, as applicable, shall have been so appointed and having
              accepted
              appointment within 30 days after the giving of such notice of resignation,
              the
              resigning Trustee or Trust Administrator may petition any court of
              competent
              jurisdiction for the appointment of a successor Trustee or Trust Administrator,
              as applicable.

             

            If
              the
              Trust Administrator and the Master Servicer are the same entity, then
              at any
              time the Trust Administrator resigns or is removed as Trust Administrator,
              the
              Master Servicer shall also be removed hereunder.

             

            If
              at any
              time the Trustee or the Trust Administrator shall cease to be eligible
              in
              accordance with the provisions of Section 8.06 and shall fail to resign
              after written request therefor by the Depositor or the NIMS Insurer
              (or in the
              case of the Trust Administrator, the Trustee), or if at any time the
              Trustee or
              the Trust Administrator shall be legally unable to act, or shall be
              adjudged
              bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
              or of its property shall be appointed, or any public officer shall
              take charge
              or control of the Trustee or the Trust Administrator or of its property
              or
              affairs for the purpose of rehabilitation, conservation or liquidation,
              then the
              Depositor, the NIMS Insurer, the Servicers or the Master Servicer may
              remove the
              Trustee or the Trust Administrator, as applicable. If the Depositor,
              a Servicer
              or the Master Servicer removes the Trustee or the Trust Administrator
              under the
              authority of the immediately preceding sentence, the Depositor shall
              promptly
              appoint a successor Trustee or Trust Administrator, as applicable,
              acceptable to
              the NIMS Insurer, by written instrument, in duplicate, one copy of
              which
              instrument shall be delivered to the Trustee or Trust Administrator
              so removed
              and one copy to the successor Trustee or Trust Administrator.

             

            The
              Holders of Certificates entitled to at least 51% of the Voting Rights
              (or the
              NIMS Insurer upon failure of the Trustee to perform its obligations
              hereunder)
              may at any time remove the Trustee or the Trust Administrator and appoint
              a
              successor trustee acceptable to the NIMS Insurer, by written instrument
              or
              instruments, in triplicate, signed by such Holders or their attorneys-in-fact
              duly authorized, one complete set of which instruments shall be delivered
              to the
              Depositor, one complete set to the Trustee or Trust Administrator so
              removed and
              one complete set to the successor so appointed. A copy of such instrument
              shall
              be delivered to the Certificateholders, the Servicers and the Master
              Servicer by
              the Depositor.

             

            The
              Trust
              Administrator (i) may not be the Originator, either Servicer, the Depositor
              or
              an affiliate of the Depositor unless the Trust Administrator is an
              institutional
              trust department, (ii) must be authorized to exercise corporate trust
              powers
              under the laws of its jurisdiction of organization, and (iii) must
              be rated at
              least “A/F1” by Fitch Ratings Inc. (“Fitch”), if Fitch is a Rating Agency, or
              the equivalent rating by S&P or Moody’s, or such other rating as is
              acceptable to Fitch as evidenced by a Rating Agency confirmation. If
              no
              successor Trust Administrator shall have been appointed and shall have
              accepted
              appointment within 60 days after the Trust Administrator ceases to
              be the Trust
              Administrator pursuant to this Section 8.07, then the Trustee shall perform
              the duties of the Trust Administrator pursuant to this Agreement. The
              Trustee
              shall notify the Rating Agencies of any change of Trust
              Administrator.

             

            Any
              resignation or removal of the Trustee or Trust Administrator and appointment
              of
              a successor Trustee or Trust Administrator pursuant to any of the provisions
              of
              this Section shall not become effective until acceptance of appointment by
              the successor trustee as provided in Section 8.08.

             

            Notwithstanding
              anything to the contrary contained herein, the Master Servicer and
              the Trust
              Administrator shall at all times be the same Person.

             

            	SECTION
                    8.08.  	
                    Successor
                      Trustee or Trust Administrator.

                  


             

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

             

            No
              successor Trustee or Trust Administrator shall accept appointment as
              provided in
              this Section 8.08 unless at the time of such acceptance such successor
              Trustee or Trust Administrator shall be eligible under the provisions
              of
              Section 8.06 and the appointment of such successor Trustee or Trust
              Administrator shall not result in a downgrading of the Regular Certificates
              by
              any Rating Agency, as evidenced by a letter from each Rating
              Agency.

             

            Upon
              acceptance of appointment by a successor Trustee or Trust Administrator
              as
              provided in this Section 8.08, the successor Trustee or Trust Administrator
              shall mail notice of the appointment of a successor Trustee or Trust
              Administrator hereunder to all Holders of Certificates at their addresses
              as
              shown in the Certificate Register and to each Rating Agency.

             

            Any
              Person appointed as successor trust administrator pursuant to this
              Agreement
              shall also be required to serve as successor supplemental interest
              trust trustee
              under the Interest Rate Swap Agreement.

             

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

                  


             

            Any
              entity into which the Trustee or the Trust Administrator may be merged
              or
              converted or with which it may be consolidated, or any entity resulting
              from any
              merger, conversion or consolidation to which the Trustee or the Trust
              Administrator shall be a party, or any entity succeeding to the business
              of the
              Trustee or Trust Administrator, shall be the successor of the Trustee
              or the
              Trust Administrator hereunder, as applicable, provided such entity
              shall be
              eligible under the provisions of Section 8.06 and 8.08, without the
              execution or filing of any paper or any further act on the part of
              any of the
              parties hereto, anything herein to the contrary notwithstanding.

             

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

                  


             

            Notwithstanding
              any other provisions hereof, at any time, for the purpose of meeting
              any legal
              requirements of any jurisdiction in which any part of REMIC I or property
              securing the same may at the time be located, the Trustee shall have
              the power
              and shall execute and deliver all instruments to appoint one or more
              Persons
              approved by the Trustee and the NIMS Insurer to act as co-trustee or
              co-trustees, jointly with the Trustee, or separate trustee or separate
              trustees,
              of all or any part of REMIC I, and to vest in such Person or Persons,
              in such
              capacity, such title to REMIC I, or any part thereof, and, subject
              to the other
              provisions of this Section 8.10, such powers, duties, obligations, rights
              and trusts as the Trustee may consider necessary or desirable. Any
              such
              co-trustee or separate trustee shall be subject to the written approval
              of the
              NIMS Insurer. If the NIMS Insurer shall not have joined in such appointment
              within 15 days after the receipt by it of a request to do so, the Trustee
              alone
              shall have the power to make such appointment. No co-trustee or separate
              trustee
              hereunder shall be required to meet the terms of eligibility as a successor
              trustee under Section 8.06 hereunder and no notice to Holders of
              Certificates of the appointment of co-trustee(s) or separate trustee(s)
              shall be
              required under Section 8.08 hereof.

             

            In
              the
              case of any appointment of a co-trustee or separate trustee pursuant
              to this
              Section 8.10 all rights, powers, duties and obligations conferred or
              imposed upon the Trustee shall be conferred or imposed upon and exercised
              or
              performed by the Trustee and such separate trustee or co-trustee jointly,
              except
              to the extent that under any law of any jurisdiction in which any particular
              act
              or acts are to be performed by the Trustee (whether as Trustee hereunder
              or as
              successor to a defaulting Master Servicer hereunder), the Trustee shall
              be
              incompetent or unqualified to perform such act or acts, in which event
              such
              rights, powers, duties and obligations (including the holding of title
              to REMIC
              I or any portion thereof in any such jurisdiction) shall be exercised
              and
              performed by such separate trustee or co-trustee at the direction of
              the
              Trustee.

             

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

             

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

             

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

                  


             

            The
              Trust
              Administrator will appoint an office or agency in the City of Minneapolis,
              Minnesota where the Certificates may be surrendered for registration
              of transfer
              or exchange, and presented for final distribution, and where notices
              and demands
              to or upon the Trust Administrator in respect of the Certificates and
              this
              Agreement may be served.

             

            The
              Trustee may, with the consent of the Depositor, the Servicers, the
              Master
              Servicer and the NIMS Insurer, appoint a Custodian to hold all or a
              portion of
              the Mortgage Files as agent for the Trustee. The appointment of the
              Custodian
              may at any time be terminated and a substitute Custodian appointed
              therefor upon
              the reasonable request of the Servicers, the Master Servicer or the
              NIMS Insurer
              to the Trustee, the consent to which shall not be unreasonably withheld.
              Wells
              Fargo Bank, N.A. is hereby appointed as Custodian, and the Depositor,
              the
              Servicers and the Master Servicer each consent to such appointment.
              Subject to
              Article VIII hereof, the Trustee agrees to comply with the terms of
              this
              Agreement and to enforce the terms and provisions hereof against the
              Custodian,
              if applicable, for the benefit of the Certificateholders having an
              interest in
              any Mortgage File held by the Custodian. The Custodian shall be a depository
              institution or trust company subject to supervision by federal or state
              authority, shall have combined capital and surplus of at least $10,000,000
              and
              shall be qualified to do business in the jurisdiction in which it holds
              any
              Mortgage File. Subject to Section 8.02(a) and Section 2.02, in no event
              shall the appointment of the Custodian pursuant to this Agreement diminish
              the
              obligations of the Trustee hereunder.

             

            	SECTION
                    8.12.  	
                    Representations
                      and Warranties.

                  


             

            Each
              of
              the Trustee, the Custodian and the Trust Administrator hereby represents
              and
              warrants to the Servicers, the Master Servicer and the Depositor, as
              of the
              Closing Date, that:

             

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

             

            (ii)  The
              execution and delivery of this Agreement by it, and the performance
              and
              compliance with the terms of this Agreement by it, will not violate
              its articles
              of association or bylaws or constitute a default (or an event which,
              with notice
              or lapse of time, or both, would constitute a default) under, or result
              in the
              breach of, any material agreement or other instrument to which it is
              a party or
              which is applicable to it or any of its assets.

             

            (iii)  It
              has
              the full power and authority to enter into and consummate all transactions
              contemplated by this Agreement, has duly authorized the execution,
              delivery and
              performance of this Agreement, and has duly executed and delivered
              this
              Agreement.

             

            (iv)  This
              Agreement, assuming due authorization, execution and delivery by the
              other
              parties hereto, constitutes a valid, legal and binding obligation of
              it,
              enforceable against it in accordance with the terms hereof, subject
              to (A)
              applicable bankruptcy, insolvency, receivership, reorganization, moratorium
              and
              other laws affecting the enforcement of creditors’ rights generally, and (B)
              general principles of equity, regardless of whether such enforcement
              is
              considered in a proceeding in equity or at law.

             

            (v)  It
              is not
              in violation of, and its execution and delivery of this Agreement and
              its
              performance and compliance with the terms of this Agreement will not
              constitute
              a violation of, any law, any order or decree of any court or arbiter,
              or any
              order, regulation or demand of any federal, state or local governmental
              or
              regulatory authority, which violation, in its good faith and reasonable
              judgment, is likely to affect materially and adversely either the ability
              of it
              to perform its obligations under this Agreement or its financial
              condition.

             

            (vi)  No
              litigation is pending or, to the best of its knowledge, threatened
              against it,
              which would prohibit it from entering into this Agreement or, in its
              good faith
              reasonable judgment, is likely to materially and adversely affect either
              the
              ability of it to perform its obligations under this Agreement or its
              financial
              condition.

             

             

            ARTICLE
              IX

             

            TERMINATION

             

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

                  


             

            (a)  Subject
              to Section 9.02, the respective obligations and responsibilities under this
              Agreement of the Depositor, the Servicers, the Master Servicer, the
              Trust
              Administrator and the Trustee (other than the indemnification obligations
              of
              each Servicer and the Master Servicer pursuant to Section 6.03 and of the
              Servicers to make remittances to the Trust Administrator and the Trust
              Administrator to make payments in respect of the REMIC I Regular Interests
              and
              the Classes of Certificates as hereinafter set forth) shall terminate
              upon
              payment to the Certificateholders and the deposit of all amounts held
              by or on
              behalf of the Trust Administrator and required hereunder to be so paid
              or
              deposited on the Distribution Date coinciding with or following the
              earlier to
              occur of (i) the purchase by the Terminator (as defined below) on a
              servicing
              retained basis of all Mortgage Loans and each REO Property remaining
              in REMIC I
              and (ii) the final payment or other liquidation (or any advance with
              respect
              thereto) of the last Mortgage Loan or REO Property remaining in REMIC
              I;
              provided, however, that in no event shall the trust created hereby
              continue
              beyond the earlier of (i) the expiration of 21 years from the death
              of the last
              survivor of the descendants of Joseph P. Kennedy, the late ambassador
              of the
              United States to the Court of St. James, living on the date hereof
              and (ii) the
              Latest Possible Maturity Date as defined in the Preliminary Statement.
              Subject
              to Section 3.10 hereof, the purchase by the Terminator of all Mortgage
              Loans and each REO Property remaining in REMIC I shall be at a price
              (the
“Termination Price”) equal to the greater of (i) the Stated Principal Balance of
              the Mortgage Loans and the appraised value of any REO Properties, such
              appraisal
              to be conducted by an Independent appraiser mutually agreed upon by
              the
              Terminator and the Trust Administrator in their reasonable discretion
              and (ii)
              the fair market value of all of the assets of REMIC I (as determined
              by the
              Terminator and the Trust Administrator, as of the close of business
              on the third
              Business Day next preceding the date upon which notice of any such
              termination
              is furnished to Certificateholders pursuant to clause (c) of this
              Section 9.01) in each case, plus accrued and unpaid interest thereon at the
              weighted average of the Mortgage Rates through the end of the Due Period
              preceding the final Distribution Date plus unreimbursed Advances, Servicing
              Advances and any unpaid Servicing Fees allocable to such Mortgage Loans
              and REO
              Properties and any other amounts owed to each Servicer, the Master
              Servicer, the
              Trust Administrator or the Trustee under this Agreement, any accrued
              and unpaid
              Net WAC Rate Carryover Amount and any Swap Termination Payment payable
              to the
              Swap Provider then remaining unpaid or which is due to the exercise
              of such
              option; provided, however, such option may only be exercised if (i)
              the
              Termination Price is sufficient to pay all interest accrued on, as
              well as
              amounts necessary to retire the principal balance of, each class of
              notes issued
              pursuant to the Indenture and any remaining amounts owed to the trustee
              under
              the Indenture and the NIMS Insurer on the date such notes are retired
              and (ii)
              the fair market value of the Mortgage Loans and REO Properties determined
              as
              described above is at least equal to the Stated Principal Balance of
              the
              Mortgage Loans (after giving effect to scheduled payments of principal
              due
              during the related Due Period, to the extent received or advanced,
              and
              unscheduled collections of principal received during the related Prepayment
              Period) and the appraised value of the REO Properties.

             

            (b)  The
              majority holder of the Class CE Certificates (so long as such Holder
              is not the
              Seller or an affiliate of the Seller), or if such majority holder fails
              to
              exercise such right, each Servicer, or if the Servicer fail to exercise
              such
              right, the Master Servicer, or if the Master Servicer fails to exercise
              such
              right, the NIMS Insurer, shall have the right (the party exercising
              such right,
              the “Terminator”), to purchase all of the Mortgage Loans and each REO Property
              remaining in REMIC I pursuant to clause (i) of the preceding paragraph
              no later
              than the Determination Date in the month immediately preceding the
              Distribution
              Date on which the Certificates will be retired; provided, however,
              that the
              Terminator may elect to purchase all of the Mortgage Loans and each
              REO Property
              remaining in REMIC I pursuant to clause (i) above only if the
              aggregate Stated Principal Balance of the Mortgage Loans and each REO
              Property
              remaining in the Trust Fund at the time of such election is equal to
              or less
              than 10% of the aggregate Stated Principal Balance of the Mortgage
              Loans as of
              the Cut-off Date.
              By
              acceptance of the Residual Certificates, the Holder of the Residual
              Certificates
              agrees for so long as any notes insured by the NIMS Insurer and secured
              by all
              or a portion of the Class CE, Class P, Class R or Class R-X Certificates
              are
              outstanding, in connection with any termination hereunder, to assign
              and
              transfer any amounts in excess of par, and to the extent received in
              respect of
              such termination, to pay any such amounts to the Holders of the Class
              CE
              Certificates.

             

            In
              connection with any termination pursuant to this Section 9.01(b): 

             

            (i) At
              least twenty (20) days prior to the latest date on which notice of
              such optional
              termination is required to be mailed to the Certificateholders pursuant
              to
              Section 9.01(c), the Terminator shall notify in writing (which may
              be done in
              electronic format) the Swap Provider of the final Distribution Date
              on which the
              Terminator intends to terminate the Trust Fund;

             

            (ii) No
              later
              than 4:00 pm (New York City time) four (4) Business Days prior to the
              final
              Distribution Date specified in the notices required pursuant to Sections
              9.01(c), the Trust Administrator shall request in writing (in accordance
              with
              the applicable provision of the Interest Rate Swap Agreement) and by
              phone from
              the Swap Provider the amount of the Estimated Swap Termination Payment.
              The Swap
              Provider shall, no later than 2:00 pm (New York City time) on the following
              Business Day, notify in writing (which may be done in electronic format)
              the
              Trust Administrator of the amount of the Estimated Swap Termination
              Payment and
              the Trust Administrator shall promptly on the same day notify the Terminator
              of
              the amount of the Estimated Swap Termination Payment; and

             

            (iii) Two
              (2)
              Business Days prior to the final Distribution Date specified in the
              notices
              required pursuant to Sections 9.01(c), (x) the Terminator shall, no
              later than
              1:00 pm (New York City time) on such day, deliver to the Trust Administrator
              and
              the Trust Administrator shall deposit funds in the Distribution Account
              in an
              amount equal to the sum of the Termination Price (which shall be based
              on the
              Estimated Swap Termination Payment), and (y) if the Trust Administrator
              shall
              have determined that the all of the requirements for Optional Termination
              have
              been met, including without limitation the deposit required pursuant
              to the
              immediately preceding clause (x) as well as the requirements specified
              in
              Section 9.01(c), then the Trust Administrator shall, on the same Business
              Day,
              provide written notice to the Terminator and the Swap Provider (in
              accordance
              with the applicable provision of the Interest Rate Swap Agreement)
              confirming
              (a) its receipt of the Termination Price (which shall be based on the
              Estimated
              Swap Termination Payment), and (b) that all other requirements of the
              Optional
              Termination have been met (the “Optional Termination Notice”). Upon the delivery
              of the Optional Termination Notice by the Trust Administrator pursuant
              to the
              preceding sentence, (i) the optional termination shall become irrevocable,
              (ii)
              the notice to Certificateholders of such optional termination provided
              pursuant
              to Section 9.01(c) shall become unrescindable, (iii) the Swap Provider
              shall
              determine the Swap Termination Payment in accordance with the Interest
              Rate Swap
              Agreement (which shall not exceed the Estimated Swap Termination Payment),
              and
              (iv) the Swap Provider shall provide to the Trust Administrator written
              notice
              of the amount of the Swap Termination Payment not later than one (1)
              Business
              Day prior to the final Distribution Date specified in the notices required
              pursuant to Sections 9.01(c).

             

            (c)  Notice
              of
              the liquidation of the Certificates shall be given promptly by the
              Trust
              Administrator by letter to Certificateholders and the NIMS Insurer
              mailed (a) in
              the event such notice is given in connection with the purchase of the
              Mortgage
              Loans and each REO Property by the Terminator, not earlier than the
              10th
              day and
              not later than the 20th
              day of
              the month next preceding the month of the final distribution on the
              Certificates
              or (b) otherwise during the month of such final distribution on or
              before the
              Determination Date in such month, in each case specifying (i) the Distribution
              Date upon which the Trust Fund will terminate and the final payment
              in respect
              of the REMIC I Regular Interests and the Certificates will be made
              upon
              presentation and surrender of the related Certificates at the office
              of the
              Trust Administrator therein designated, (ii) the amount of any such
              final
              payment, (iii) that no interest shall accrue in respect of the REMIC
              I Regular
              Interests or the Certificates from and after the Accrual Period relating
              to the
              final Distribution Date therefor and (iv) that the Record Date otherwise
              applicable to such Distribution Date is not applicable, payments being
              made only
              upon presentation and surrender of the Certificates at the office of
              the Trust
              Administrator. In the event such notice is given in connection with
              the purchase
              of all of the Mortgage Loans and each REO Property remaining in REMIC
              I by the
              Terminator, the Terminator shall deliver to the Trust Administrator
              for deposit
              in the Distribution Account not later than the last Business Day of
              the month
              next preceding the month of the final distribution on the Certificates
              an amount
              in immediately available funds equal to the Termination Price. The
              Trust
              Administrator shall remit to the related Servicer from such funds deposited
              in
              the Distribution Account (i) any amounts which the related Servicer
              would be
              permitted to withdraw and retain from the Collection Account pursuant
              to Section
              3.11 and (ii) any other amounts otherwise payable by the Trust Administrator
              to
              the related Servicer from amounts on deposit in the Distribution Account
              pursuant to the terms of this Agreement, in each case prior to making
              any final
              distributions pursuant to Section 9.01(d) below. Upon certification
              to the
              Trustee and the Trust Administrator by the Terminator of the making
              of such
              final deposit, the Trust Administrator shall promptly release to the
              Terminator
              the Mortgage Files for the remaining Mortgage Loans, and the Trustee
              shall
              execute all assignments, endorsements and other instruments necessary
              to
              effectuate such transfer.

             

            (d)  Upon
              presentation of the Certificates by the Certificateholders on the final
              Distribution Date, the Trust Administrator shall distribute to each
              Certificateholder so presenting and surrendering its Certificates the
              amount
              otherwise distributable on such Distribution Date in accordance with
              Section 4.01 in respect of the Certificates so presented and surrendered.
              Any funds not distributed to any Holder or Holders of Certificates
              being retired
              on such Distribution Date because of the failure of such Holder or
              Holders to
              tender their Certificates shall, on such date, be set aside and held
              in trust
              and credited to the account of the appropriate non-tendering Holder
              or Holders.
              If any Certificates as to which notice has been given pursuant to this
              Section 9.01 shall not have been surrendered for cancellation within six
              months after the time specified in such notice, the Trust Administrator
              shall
              mail a second notice to the remaining non-tendering Certificateholders
              to
              surrender their Certificates for cancellation in order to receive the
              final
              distribution with respect thereto.  If within one year after the second
              notice all such Certificates shall not have been surrendered for cancellation,
              the Trust Administrator shall, directly or through an agent, mail a
              final notice
              to the remaining non-tendering Certificateholders concerning surrender
              of their
              Certificates. The costs and expenses of maintaining the funds in trust
              and of
              contacting such Certificateholders shall be paid out of the assets
              remaining in
              the Trust Fund. If within one year after the final notice any such
              Certificates
              shall not have been surrendered for cancellation, the Trust Administrator
              shall
              pay to UBS Securities LLC all such amounts, and all rights of non-tendering
              Certificateholders in or to such amounts shall thereupon cease. No
              interest
              shall accrue or be payable to any Certificateholder on any amount held
              in trust
              by the Trust Administrator as a result of such Certificateholder’s failure to
              surrender its Certificate(s) for final payment thereof in accordance
              with this
              Section 9.01. Any such amounts held in trust by the Trust Administrator
              shall be held in an Eligible Account and the Trust Administrator may
              direct any
              depository institution maintaining such account to invest the funds
              in one or
              more Permitted Investments. All income and gain realized from the investment
              of
              funds deposited in such accounts held in trust by the Trust Administrator
              shall
              be for the benefit of the Trust Administrator; provided, however, that
              the Trust
              Administrator shall deposit in such account the amount of any loss
              of principal
              incurred in respect of any such Permitted Investment made with funds
              in such
              accounts immediately upon the realization of such loss.

             

            Immediately
              following the deposit of funds in trust hereunder in respect of the
              Certificates, the Trust Fund shall terminate.

             

            	SECTION
                    9.02.  	
                    Additional
                      Termination Requirements.

                  


             

            (a)  In
              the
              event that the Terminator purchases all the Mortgage Loans and each
              REO Property
              or the final payment on or other liquidation of the last Mortgage Loan
              or REO
              Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund
              shall be terminated in accordance with the following additional requirements,
              unless the Trust Administrator and the Servicers have received an Opinion
              of
              Counsel, which Opinion of Counsel shall be at the expense of the Terminator
              (or
              in connection with a termination resulting from the final payment on
              or other
              liquidation of the last Mortgage Loan or REO Property remaining in
              REMIC I,
              which Opinion of Counsel shall be at the expense of the person seeking
              nonadherence to the following additional requirements but which in
              no event
              shall be at the expense of the Trust Fund or, unless it is the person
              seeking
              nonadherence to the following additional requirements, the Servicers
              or the
              Trust Administrator), to the effect that the failure of REMIC I to
              comply with
              such additional requirements of this Section 9.02 will not (A) result in
              the imposition on the Trust Fund of taxes on “prohibited transactions,” as
              described in Section 860F of the Code, or (B) cause REMIC I to fail to
              qualify as a REMIC at any time that any Certificate is outstanding:

             

            (i)  The
              Trust
              Administrator shall specify the first day in the 90-day liquidation
              period in a
              statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury
              regulation Section 1.860F-1 and shall satisfy all requirements of a
              qualified liquidation under Section 860F of the Code and any regulations
              thereunder, as evidenced by an Opinion of Counsel obtained at the expense
              of the
              Terminator;

             

            (ii)  During
              such 90-day liquidation period and, at or prior to the time of making
              of the
              final payment on the Certificates, the Trustee shall sell all of the
              assets of
              REMIC I to the Terminator for cash; and

             

            (iii)  At
              the
              time of the making of the final payment on the Certificates, the Trust
              Administrator shall distribute or credit, or cause to be distributed
              or
              credited, to the Holders of the Residual Certificates all cash on hand
              in the
              Trust Fund (other than cash retained to meet claims), and the Trust
              Fund shall
              terminate at that time.

             

            (b)  At
              the
              expense of the Terminator, the Depositor shall prepare or cause to
              be prepared
              the documentation required in connection with the adoption of a plan
              of
              liquidation of each Trust REMIC pursuant to this Section 9.02.

             

            (c)  By
              their
              acceptance of Certificates, the Holders thereof hereby agree to authorize
              the
              Trust Administrator to specify the 90-day liquidation period for each
              Trust
              REMIC, which authorization shall be binding upon all successor
              Certificateholders.

             

             

            ARTICLE
              X

             

            REMIC
              PROVISIONS

             

            	SECTION
                    10.01.  	
                    REMIC
                      Administration.

                  


             

            (a)  The
              Trustee shall elect to treat each Trust REMIC as a REMIC under the
              Code and, if
              necessary, under applicable state law. Each such election will be made
              by the
              Trustee on Form 1066 or other appropriate federal tax or information
              return or
              any appropriate state return for the taxable year ending on the last
              day of the
              calendar year in which the Certificates are issued. For the purposes
              of the
              REMIC election in respect of REMIC I, the REMIC I Regular Interests
              shall be
              designated as the Regular Interests in REMIC I and the Class R-I Interest
              shall
              be designated as the Residual Interest in REMIC I. For the purposes
              of the REMIC
              election in respect of REMIC II, the REMIC II Regular Interests shall
              be
              designated as the Regular Interests in REMIC II and the Class R-II
              Interest
              shall be designated as the Residual Interest in REMIC II. The Class
              A
              Certificates, the Mezzanine Certificates, the Class CE Interest, the
              Class P
              Interest and the Class Swap-IO Interest shall be designated as the
              Regular
              Interests in REMIC III and the Class R-III Interest shall be designated
              as the
              Residual Interest in REMIC III. The CE Certificates shall be designated
              as the
              Regular Interests in REMIC IV and the Class R-IV Interest shall be designated as
              the Residual Interest in REMIC IV. The Class P Certificates shall be
              designated
              as the Regular Interests in REMIC V and the Class R-V Interest shall
              be
              designated as the Residual Interest in REMIC V. REMIC VI Regular Interest
              SWAP-IO shall be designated as the Regular Interests in REMIC VI and
              the Class
              R-VI Interest shall be designated as the Residual Interest in REMIC
              VI. The
              Trustee shall not permit the creation of any “interests” in any Trust REMIC
              (within the meaning of Section 860G of the Code) other than the interests
              identified above as Regular Interests or Residual Interests in REMIC
              I, REMIC
              II, REMIC III, REMIC IV, REMIC V and REMIC VI.

             

            (b)  The
              Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
              within the meaning of Section 860G(a)(9) of the Code.

             

            (c)  The
              Trust
              Administrator shall be reimbursed for any and all expenses relating
              to any tax
              audit of the Trust Fund (including, but not limited to, any professional
              fees or
              any administrative or judicial proceedings with respect to any Trust
              REMIC that
              involve the Internal Revenue Service or state tax authorities), including
              the
              expense of obtaining any tax related Opinion of Counsel except as specified
              herein. The Trust Administrator, as agent for each Trust REMIC’s tax matters
              person shall (i) act on behalf of the Trust Fund in relation to any
              tax matter
              or controversy involving any Trust REMIC and (ii) represent the Trust
              Fund in
              any administrative or judicial proceeding relating to an examination
              or audit by
              any governmental taxing authority with respect thereto. The holder
              of the
              largest Percentage Interest of the Residual Certificates shall be designated,
              in
              the manner provided under Treasury Regulations Section 1.860F-4(d)
              and Treasury
              Regulations Section 301.6231(a)(7)-1, as the tax matters person of
              the related
              REMIC created hereunder. By their acceptance thereof, the holder of
              the largest
              Percentage Interest of the Residual Certificates hereby agrees to irrevocably
              appoint the Trust Administrator or an Affiliate as its agent to perform
              all of
              the duties of the tax matters person for the Trust Fund.

             

            (d)  The
              Trust
              Administrator shall prepare, sign and file all of the Tax Returns (including
              Form 8811, which must be filed within 30 days following the Closing
              Date) in
              respect of each Trust REMIC. The expenses of preparing and filing such
              returns
              shall be borne by the Trust Administrator without any right of reimbursement
              therefor.

             

            (e)  The
              Trust
              Administrator shall perform on behalf of each Trust REMIC all reporting
              and
              other tax compliance duties that are the responsibility of such REMIC
              under the
              Code, the REMIC Provisions or other compliance guidance issued by the
              Internal
              Revenue Service or any state or local taxing authority. Among its other
              duties,
              as required by the Code, the REMIC Provisions or other such compliance
              guidance,
              the Trust Administrator shall provide (i) to any Transferor of a Residual
              Certificate such information as is necessary for the application of
              any tax
              relating to the transfer of a Residual Certificate to any Person who
              is not a
              Permitted Transferee, (ii) to the Certificateholders such information
              or reports
              as are required by the Code or the REMIC Provisions including reports
              relating
              to interest, original issue discount and market discount or premium
              (using the
              Prepayment Assumption as required) and (iii) to the Internal Revenue
              Service the
              name, title, address and telephone number of the person who will serve
              as the
              representative of each Trust REMIC. The Depositor shall provide or
              cause to be
              provided to the Trust Administrator, within ten (10) days after the
              Closing
              Date, all information or data that the Trust Administrator reasonably
              determines
              to be relevant for tax purposes as to the valuations and issue prices
              of the
              Certificates, including, without limitation, the price, yield, prepayment
              assumption and projected cash flow of the Certificates.

             

            (f)  The
              Trust
              Administrator shall take such action and shall cause each Trust REMIC
              to take
              such action as shall be necessary to create or maintain the status
              thereof as a
              REMIC under the REMIC Provisions. Neither the Trust Administrator nor
              the
              Trustee shall take any action or cause the Trust Fund to take any action
              or fail
              to take (or fail to cause to be taken) any action that, under the REMIC
              Provisions, if taken or not taken, as the case may be, could (i) endanger
              the
              status of any Trust REMIC as a REMIC or (ii) result in the imposition
              of a tax
              upon the Trust Fund (including but not limited to the tax on prohibited
              transactions as defined in Section 860F(a)(2) of the Code and the tax on
              contributions to a REMIC set forth in Section 860G(d) of the Code) (either
              such event, an “Adverse REMIC Event”) unless the Trustee, the Trust
              Administrator and the NIMS Insurer have received an Opinion of Counsel,
              addressed to the Trustee, the NIMS Insurer and the Trust Administrator
              (at the
              expense of the party seeking to take such action but in no event at
              the expense
              of the Trustee or the Trust Administrator) to the effect that the contemplated
              action will not, with respect to any Trust REMIC, endanger such status
              or result
              in the imposition of such a tax, nor shall the Servicers take or fail
              to take
              any action (whether or not authorized hereunder) as to which the Trustee,
              the
              Trust Administrator or the NIMS Insurer has advised it in writing that
              it has
              received an Opinion of Counsel to the effect that an Adverse REMIC
              Event could
              occur with respect to such action; provided that the Servicers may
              conclusively
              rely on such Opinion of Counsel and shall incur no liability for its
              action or
              failure to act in accordance with such Opinion of Counsel. In addition,
              prior to
              taking any action with respect to any Trust REMIC or the respective
              assets of
              each, or causing any Trust REMIC to take any action, which is not contemplated
              under the terms of this Agreement, the Servicers will consult with
              the Trustee,
              the Trust Administrator, the Master Servicer, the NIMS Insurer or their
              respective designees, in writing, with respect to whether such action
              could
              cause an Adverse REMIC Event to occur with respect to any Trust REMIC
              and the
              Servicers shall not take any such action or cause any Trust REMIC to
              take any
              such action as to which the Trustee, the Trust Administrator, the Master
              Servicer or the NIMS Insurer has advised it in writing that an Adverse
              REMIC
              Event could occur; provided that the Servicers may conclusively rely
              on such
              writing and shall incur no liability for its action or failure to act
              in
              accordance with such writing. The Trustee, the Trust Administrator,
              the Master
              Servicer or the NIMS Insurer may consult with counsel to make such
              written
              advice, and the cost of same shall be borne by the party seeking to
              take the
              action not permitted by this Agreement, but in no event shall such
              cost be an
              expense of the Trustee, the Trust Administrator or the Master Servicer.
              At all
              times as may be required by the Code, the Trust Administrator will
              ensure that
              substantially all of the assets of REMIC I will consist of “qualified mortgages”
as defined in Section 860G(a)(3) of the Code and “permitted investments” as
              defined in Section 860G(a)(5) of the Code, to the extent such obligations
              are within the Trust Administrator’s control and not otherwise inconsistent with
              the terms of this Agreement.

             

            (g)  In
              the
              event that any tax is imposed on “prohibited transactions” of any REMIC created
              hereunder as defined in Section 860F(a)(2) of the Code, on the “net income
              from foreclosure property” of such REMIC as defined in Section 860G(c) of
              the Code, on any contributions to any such REMIC after the Startup
              Day therefor
              pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
              Code or any applicable provisions of state or local tax laws, such
              tax shall be
              charged (i) to the Trust Administrator pursuant to Section 10.03 hereof, if
              such tax arises out of or results from a breach by the Trust Administrator
              of
              any of its obligations under this Article X, (ii) to the Trustee pursuant
              to
              Section 10.03 hereof, if such tax arises out of or results from a breach by
              the Trustee of any of its obligations under this Article X, (iii) to
              the Master
              Servicer pursuant to Section 10.03 hereof, if such tax arises out of or
              results from a breach by the Master Servicer of any of its obligations
              under
              Article III or this Article X, (iv) to the Servicers pursuant to
              Section 10.03 hereof, if such tax arises out of or results from a breach by
              the Master Servicer of any of its obligations under Article III or
              this Article
              X or (v) against amounts on deposit in the Distribution Account and
              shall be
              paid by withdrawal therefrom.

             

            (h)  [Reserved].

             

            (i)  The
              Trust
              Administrator shall, for federal income tax purposes, maintain books
              and records
              with respect to each Trust REMIC on a calendar year and on an accrual
              basis.

             

            (j)  Following
              the Startup Day, none of the Servicers, the Master Servicer, the Trust
              Administrator or the Trustee shall accept any contributions of assets
              to any
              Trust REMIC other than in connection with any Qualified Substitute
              Mortgage Loan
              delivered in accordance with Section 2.03 unless it shall have received an
              Opinion of Counsel to the effect that the inclusion of such assets
              in the Trust
              Fund will not cause the related REMIC to fail to qualify as a REMIC
              at any time
              that any Certificates are outstanding or subject such REMIC to any
              tax under the
              REMIC Provisions or other applicable provisions of federal, state and
              local law
              or ordinances.

             

            (k)  None
              of
              the Trustee, the Trust Administrator, the Servicers or the Master Servicer
              shall
              enter into any arrangement by which any Trust REMIC will receive a
              fee or other
              compensation for services nor permit either REMIC to receive any income
              from
              assets other than “qualified mortgages” as defined in Section 860G(a)(3) of
              the Code or “permitted investments” as defined in Section 860G(a)(5) of the
              Code.

             

            	SECTION
                    10.02.  	
                    Prohibited
                      Transactions and Activities.

                  


             

            None
              of
              the Depositor, the Servicers, the Master Servicer, the Trust Administrator
              or
              the Trustee shall sell, dispose of or substitute for any of the Mortgage
              Loans
              (except in connection with (i) the foreclosure of a Mortgage Loan,
              including but
              not limited to, the acquisition or sale of a Mortgaged Property acquired
              by deed
              in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination
              of
              REMIC I pursuant to Article IX of this Agreement, (iv) a substitution
              pursuant
              to Article II of this Agreement or (v) a purchase of Mortgage Loans
              pursuant to
              Article II or III of this Agreement), nor acquire any assets for any
              Trust REMIC
              (other than REO Property acquired in respect of a defaulted Mortgage
              Loan), nor
              sell or dispose of any investments in the Collection Account or the
              Distribution
              Account for gain, nor accept any contributions to any Trust REMIC after
              the
              Closing Date (other than a Qualified Substitute Mortgage Loan delivered
              in
              accordance with Section 2.03), unless it has received an Opinion of
              Counsel, addressed to the Trustee, the Trust Administrator and the
              NIMS Insurer
              (at the expense of the party seeking to cause such sale, disposition,
              substitution, acquisition or contribution but in no event at the expense
              of the
              Trustee or the Trust Administrator) that such sale, disposition, substitution,
              acquisition or contribution will not (a) affect adversely the status
              of any
              Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject to
              a tax on
“prohibited transactions” or “contributions” pursuant to the REMIC
              Provisions.

             

            	SECTION
                    10.03.  	
                    Servicer,
                      Master Servicer and Trustee
                      Indemnification.

                  


             

            (a)  In
              the
              event that any Trust REMIC fails to qualify as a REMIC, loses its status
              as a
              REMIC, or incurs federal, state or local taxes as a result of a prohibited
              transaction or prohibited contribution under the REMIC Provisions due
              to (i) the
              negligent performance by the Trustee or the Trust Administrator of
              its duties
              and obligations set forth herein or (ii) any state, local or franchise
              taxes
              imposed upon the Trust Fund as a result of the location of the Trustee
              or the
              Trust Administrator or any co-trustee, the Trustee or the Trust Administrator,
              as applicable, shall indemnify the NIMS Insurer, the Servicers, the
              Master
              Servicer and the Trust Fund against any and all Losses resulting from
              such
              negligence, including, without limitation, any reasonable attorneys’ fees
              imposed on or incurred as a result of a breach of the Trustee’s or the Trust
              Administrator’s, as applicable, or any co-trustee’s covenants; provided,
              however,
              that
              the Trustee or the Trust Administrator, as applicable, shall not be
              liable for
              any such Losses attributable to the action or inaction of any Servicer,
              the
              Master Servicer, the Depositor or the Holder of such Residual Certificate,
              as
              applicable, nor for any such Losses resulting from misinformation provided
              by
              the Holder of such Residual Certificate on which the Trustee or the
              Trust
              Administrator, as applicable, has relied. The foregoing shall not be
              deemed to
              limit or restrict the rights and remedies of the Holder of such Residual
              Certificate now or hereafter existing at law or in equity. Notwithstanding
              the
              foregoing, however, in no event shall the Trustee or the Trust Administrator,
              as
              applicable, have any liability (1) for any action or omission that
              is taken in
              accordance with and in compliance with the express terms of, or which
              is
              expressly permitted by the terms of, this Agreement, (2) for any Losses
              other
              than arising out of a negligent performance by the Trustee or the Trust
              Administrator, as applicable, of its duties and obligations set forth
              herein,
              and (3) for any special or consequential damages to Certificateholders
              (in
              addition to payment of principal and interest on the Certificates).

             

            (b)  In
              the
              event that any Trust REMIC fails to qualify as a REMIC, loses its status
              as a
              REMIC, or incurs federal, state or local taxes as a result of a prohibited
              transaction or prohibited contribution under the REMIC Provisions due
              to the
              negligent performance by the Master Servicer of its duties and obligations
              set
              forth herein, the Master Servicer shall indemnify the NIMS Insurer,
              the
              Servicers, the Trustee, the Trust Administrator and the Trust Fund
              against any
              and all losses, claims, damages, liabilities or expenses (“Losses”) resulting
              from such negligence, including, without limitation, any reasonable
              attorneys’
fees imposed on or incurred as a result of a breach of the Master Servicer’s
              covenants; provided,
              however,
              that
              the Master Servicer shall not be liable for any such Losses attributable
              to the
              action or inaction of the Trustee, the Trust Administrator, any Servicer,
              the
              Depositor or the Holder of such Residual Certificate, as applicable,
              nor for any
              such Losses resulting from misinformation provided by the Holder of
              such
              Residual Certificate on which the Master Servicer has relied. The foregoing
              shall not be deemed to limit or restrict the rights and remedies of
              the Holder
              of such Residual Certificate now or hereafter existing at law or in
              equity.
              Notwithstanding the foregoing, however, in no event shall the Master
              Servicer
              have any liability (1) for any action or omission that is taken in
              accordance
              with and in compliance with the express terms of, or which is expressly
              permitted by the terms of, this Agreement, (2) for any Losses other
              than arising
              out of a negligent performance by the Master Servicer of its duties
              and
              obligations set forth herein, and (3) for any special or consequential
              damages
              to Certificateholders (in addition to payment of principal and interest
              on the
              Certificates).

             

            (c)  In
              the
              event that any Trust REMIC fails to qualify as a REMIC, loses its status
              as a
              REMIC, or incurs federal, state or local taxes as a result of a prohibited
              transaction or prohibited contribution under the REMIC Provisions due
              to (i) the
              negligent performance by the Servicers of its duties and obligations
              set forth
              herein or (ii) any state, local or franchise taxes imposed upon the
              Trust Fund
              as a result of the location of a Servicer or any sub-servicer, each
              Servicer
              shall indemnify the NIMS Insurer, the Master Servicer, the Trustee,
              the Trust
              Administrator and the Trust Fund against any and all losses, claims,
              damages,
              liabilities or expenses (“Losses”) resulting from such negligence, including,
              without limitation, any reasonable attorneys’ fees imposed on or incurred as a
              result of a breach of the related Servicer’s or any sub-servicer’s covenants;
provided,
              however,
              that
              each Servicer shall not be liable for any such Losses attributable
              to the action
              or inaction of the Master Servicer, the Trustee, the Trust Administrator,
              the
              Depositor or the Holder of such Residual Certificate, as applicable,
              nor for any
              such Losses resulting from misinformation provided by the Holder of
              such
              Residual Certificate on which the related Servicer has relied. The
              foregoing
              shall not be deemed to limit or restrict the rights and remedies of
              the Holder
              of such Residual Certificate now or hereafter existing at law or in
              equity.
              Notwithstanding the foregoing, however, in no event shall a Servicer
              have any
              liability (1) for any action or omission that is taken in accordance
              with and in
              compliance with the express terms of, or which is expressly permitted
              by the
              terms of, this Agreement, (2) for any Losses other than arising out
              of a
              negligent performance by the related Servicer of its duties and obligations
              set
              forth herein, and (3) for any special or consequential damages to
              Certificateholders (in addition to payment of principal and interest
              on the
              Certificates).

             

            ARTICLE XI 

             

            MISCELLANEOUS
              PROVISIONS

             

            	SECTION
                    11.01.  	
                    Amendment.

                  


             

            This
              Agreement may be amended from time to time by the Depositor, each Servicer,
              the
              Master Servicer, the Trust Administrator and the Trustee with the consent
              of the
              NIMS Insurer and without the consent of any of the Certificateholders,
              (i) to
              cure any ambiguity or defect, (ii) to correct, modify or supplement
              any
              provisions herein (including to give effect to the expectations of
              Certificateholders), or (iii) to make any other provisions with respect
              to
              matters or questions arising under this Agreement which shall not be
              inconsistent with the provisions of this Agreement, provided that such
              action
              shall not adversely affect in any material respect the interests of
              any
              Certificateholder as evidenced by either (i) an Opinion of Counsel
              delivered to
              the Servicers, the Master Servicer, the Trustee, the Trust Administrator
              and the
              NIMS Insurer or (ii) confirmation from the Rating Agencies, delivered
              to the
              Servicers, the Master Servicer, the Trustee, the Trust Administrator
              and the
              NIMS Insurer, that such amendment will not result in the reduction
              or withdrawal
              of the rating of any outstanding Class of Certificates. No amendment
              shall be
              deemed to adversely affect in any material respect the interests of
              any
              Certificateholder who shall have consented thereto, and no Opinion
              of Counsel
              shall be required to address the effect of any such amendment on any
              such
              consenting Certificateholder.

             

            This
              Agreement may also be amended from time to time by the Depositor, each
              Servicer,
              the Master Servicer, the Trust Administrator, the NIMS Insurer and
              the Trustee
              with the consent of the NIMS Insurer and the Holders of Certificates
              entitled to
              at least 66% of the Voting Rights for the purpose of adding any provisions
              to or
              changing in any manner or eliminating any of the provisions of this
              Agreement or
              of modifying in any manner the rights of the Swap Provider or Holders
              of
              Certificates; provided, however, that no such amendment shall (i) reduce
              in any
              manner the amount of, or delay the timing of, payments received on
              Mortgage
              Loans which are required to be distributed on any Certificate without
              the
              consent of the Holder of such Certificate, (ii) adversely affect in
              any material
              respect the interests of the Swap Provider or Holders of any Class
              of
              Certificates (as evidenced by either (i) an Opinion of Counsel delivered
              to the
              Trustee and the NIMS Insurer or (ii) confirmation from the Rating Agencies,
              delivered to the Servicers, the Master Servicer, the Trustee and the
              NIMS
              Insurer, that such action will not result in the reduction or withdrawal
              of the
              rating of any outstanding Class of Certificates) in a manner, other
              than as
              described in (i), or (iii) modify the consents required by the immediately
              preceding clauses (i) and (ii) without the consent of the Holders of
              all
              Certificates then outstanding. Notwithstanding any other provision
              of this
              Agreement, for purposes of the giving or withholding of consents pursuant
              to
              this Section 11.01, Certificates registered in the name of the Depositor,
              the Servicers or the Master Servicer or any Affiliate thereof shall
              be entitled
              to Voting Rights with respect to matters affecting such
              Certificates.

             

            Notwithstanding
              any contrary provision of this Agreement, none of the Trustee, the
              Trust
              Administrator or the NIMS Insurer shall consent to any amendment to
              this
              Agreement unless it shall have first received an Opinion of Counsel
              satisfactory
              to the NIMS Insurer to the effect that such amendment will not result
              in the
              imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions
              or
              cause any Trust REMIC to fail to qualify as a REMIC at any time that
              any
              Certificates are outstanding.

             

            Notwithstanding
              any of the other provisions of this Section 11.01, none of the parties
              to this
              Agreement shall enter into any amendment to this Agreement that could
              reasonably
              be expected to have a material adverse effect on the interests of the
              Swap
              Provider hereunder (excluding, for the avoidance of doubt, any amendment
              to this
              Agreement that is entered into solely for the purpose of appointing
              a successor
              servicer, trust administrator, trustee or other service provider) without
              the
              prior written consent of the Swap Provider, which consent shall not
              be
              unreasonably withheld, conditioned or delayed.

             

            Promptly
              after the execution of any such amendment the Trust Administrator shall
              notify
              each Certificateholder and make available to each Certificateholder
              and the NIMS
              Insurer a copy of such amendment.

             

            It
              shall
              not be necessary for the consent of Certificateholders under this
              Section 11.01 to approve the particular form of any proposed amendment, but
              it shall be sufficient if such consent shall approve the substance
              thereof. The
              manner of obtaining such consents and of evidencing the authorization
              of the
              execution thereof by Certificateholders shall be subject to such reasonable
              regulations as the Trust Administrator may prescribe.

             

            The
              cost
              of any Opinion of Counsel to be delivered pursuant to this Section 11.01
              shall be borne by the Person seeking the related amendment, but in
              no event
              shall such Opinion of Counsel be an expense of the Trustee or the Trust
              Administrator.

             

            The
              Trustee and the Trust Administrator may, but neither shall be obligated
              to enter
              into any amendment pursuant to this Section that affects its rights, duties
              and immunities under this Agreement or otherwise.

             

            	SECTION
                    11.02.  	
                    Recordation
                      of Agreement; Counterparts.

                  


             

            To
              the
              extent permitted by applicable law, this Agreement is subject to recordation
              in
              all appropriate public offices for real property records in all the
              counties or
              other comparable jurisdictions in which any or all of the properties
              subject to
              the Mortgages are situated, and in any other appropriate public recording
              office
              or elsewhere, such recordation to be effected by the Servicers at the
              expense of
              the Certificateholders, but only upon direction of the Trustee or the
              Trust
              Administrator accompanied by an Opinion of Counsel to the effect that
              such
              recordation materially and beneficially affects the interests of the
              Certificateholders.

             

            For
              the
              purpose of facilitating the recordation of this Agreement as herein
              provided and
              for other purposes, this Agreement may be executed simultaneously in
              any number
              of counterparts, each of which counterparts shall be deemed to be an
              original,
              and such counterparts shall constitute but one and the same
              instrument.

             

            	SECTION
                    11.03.  	
                    Limitation
                      on Rights of Certificateholders.

                  


             

            The
              death
              or incapacity of any Certificateholder shall not operate to terminate
              this
              Agreement or the Trust, nor entitle such Certificateholder’s legal
              representatives or heirs to claim an accounting or to take any action
              or
              proceeding in any court for a partition or winding up of the Trust
              Fund, nor
              otherwise affect the rights, obligations and liabilities of the parties
              hereto
              or any of them.

             

            No
              Certificateholder shall have any right to vote (except as expressly
              provided for
              herein) or in any manner otherwise control the operation and management
              of the
              Trust, or the obligations of the parties hereto, nor shall anything
              herein set
              forth, or contained in the terms of any of the Certificates, be construed
              so as
              to constitute the Certificateholders from time to time as partners
              or members of
              an association; nor shall any Certificateholder be under any liability
              to any
              third person by reason of any action taken by the parties to this Agreement
              pursuant to any provision hereof.

             

            No
              Certificateholder shall have any right by virtue of any provision of
              this
              Agreement to institute any suit, action or proceeding in equity or
              at law upon
              or under or with respect to this Agreement, unless such Holder previously
              shall
              have given to the Trustee a written notice of default and of the continuance
              thereof, as hereinbefore provided, and unless also the Holders of Certificates
              entitled to at least 25% of the Voting Rights shall have made written
              request
              upon the Trustee to institute such action, suit or proceeding in its
              own name as
              Trustee hereunder and shall have offered to the Trustee such reasonable
              indemnity as it may require against the costs, expenses and liabilities
              to be
              incurred therein or thereby, and the Trustee, for 15 days after its
              receipt of
              such notice, request and offer of indemnity, shall have neglected or
              refused to
              institute any such action, suit or proceeding. It is understood and
              intended,
              and expressly covenanted by each Certificateholder with every other
              Certificateholder and the Trustee, that no one or more Holders of Certificates
              shall have any right in any manner whatsoever by virtue of any provision
              of this
              Agreement to affect, disturb or prejudice the rights of the Holders
              of any other
              of such Certificates, or to obtain or seek to obtain priority over
              or preference
              to any other such Holder, or to enforce any right under this Agreement,
              except
              in the manner herein provided and for the equal, ratable and common
              benefit of
              all Certificateholders. For the protection and enforcement of the provisions
              of
              this Section, each and every Certificateholder and the Trustee shall
              be entitled
              to such relief as can be given either at law or in equity.

             

            	SECTION
                    11.04.  	
                    Governing
                      Law.

                  


             

            This
              Agreement shall be construed in accordance with the laws of the State
              of New
              York and the obligations, rights and remedies of the parties hereunder
              shall be
              determined in accordance with such laws.

             

            	SECTION
                    11.05.  	
                    Notices.

                  


             

            All
              directions, demands and notices hereunder shall be in writing and shall
              be
              deemed to have been duly given when received if personally delivered
              at or
              mailed by first class mail, postage prepaid, or by express delivery
              service or
              delivered in any other manner specified herein, to (a) in the case
              of the
              Depositor, 1285 Avenue of the Americas, New York, New York 10019, Attention:
              Legal (telecopy number (212) 713-2080), or such other address or telecopy
              number
              as may hereafter be furnished to the Servicers, the Master Servicer,
              the Trust
              Administrator, the NIMS Insurer and the Trustee in writing by the Depositor,
              (b)
              in the case of HomEq, HomEq Servicing, 4837 Watt Avenue, North Highlands,
              California 95660-5101, Attention: Portfolio Management, Facsimile No.
              (916)
              339-6995 with a copy to HomEq Servicing, 1620 East Roseville Parkway,
              Suite 210,
              2nd Floor, Roseville, California 95661, Attention: Legal Department,
              Facsimile
              No. (916) 339-6995, or such other address or telecopy number as may
              hereafter be
              furnished to the Depositor, the Master Servicer, the Trust Administrator
              and the
              Trustee in writing by HomEq, (c) in the case of Wells Fargo (in its
              capacity as
              Servicer), Wells Fargo Home Mortgage, 1 Home Campus, Des Moines, IA
              50328-0001,
              Attention: John Brown, MAC X2302-033, with a copy to Wells Fargo Home
              Mortgage,
              1 Home Campus, Des Moines, IA 50328-0001, Attention: General Counsel,
              MAC
              X2401-06T or such other address or telecopy number as may hereafter
              be furnished
              to the Depositor, the Master Servicer, the Trust Administrator and
              the Trustee
              in writing by Wells Fargo in its capacity as Servicer (d) in the case
              of the
              Master Servicer, Custodian or the Trust Administrator, Wells Fargo
              Bank, N.A.,
              P.O. Box 98, Columbia, Maryland 21046, Attention: Client Manager-MABS
              2006-HE4
              (telecopy number (410) 715-2380), with a copy to Wells Fargo Bank,
              N.A., 9062
              Old Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager-MABS
              2006-HE4 (telecopy number (410) 715-2380), with a copy to Wells Fargo
              Bank,
              N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
              Attention: Client Manager-MABS 2006-HE4, or such other address or telecopy
              number as may hereafter be furnished to the Servicers, the Trustee,
              the NIMS
              Insurer and the Depositor in writing by the Master Servicer, (e) in
              the case of
              the Trustee, 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota
              55107,
              Attention: Structured Finance/MASTR 2006-HE4 (telecopy number (651)
              495-8090),
              or such other address or telecopy number as may hereafter be furnished
              to the
              Depositor, the Servicers, the NIMS Insurer, the Trust Administrator
              and the
              Master Servicer in writing by the Trustee, or such other address or
              telecopy
              number as may hereafter be furnished to the Master Servicer, the NIMS
              Insurer
              and the Depositor in writing by the Trustee, (f) in the case of the
              Credit Risk
              Manager, 1700 Lincoln Street, Suite 1600, Denver, Colorado 80203, Attention:
              General Counsel, or such other address or telecopy number as may hereafter
              be
              furnished to the Depositor, the Servicers, the Trustee and the NIMS
              Insurer and
              (g) in the case of the NIMS Insurer, if any, the address set forth
              in the
              Indenture, or such other address or telecopy number as may hereafter
              be
              furnished to the Master Servicer, the Trust Administrator, the Depositor
              and the
              Trustee in writing by the NIMS Insurer. Any notice required or permitted
              to be
              given to a Certificateholder shall be given by first class mail, postage
              prepaid, at the address of such Holder as shown in the Certificate
              Register. Any
              notice so mailed within the time prescribed in this Agreement shall
              be
              conclusively presumed to have been duly given when mailed, whether
              or not the
              Certificateholder receives such notice. A copy of any notice required
              to be
              telecopied hereunder also shall be mailed to the appropriate party
              in the manner
              set forth above.

             

            	SECTION
                    11.06.  	
                    Severability
                      of Provisions.

                  


             

            If
              any
              one or more of the covenants, agreements, provisions or terms of this
              Agreement
              shall be for any reason whatsoever held invalid, then such covenants,
              agreements, provisions or terms shall be deemed severable from the
              remaining
              covenants, agreements, provisions or terms of this Agreement and shall
              in no way
              affect the validity or enforceability of the other provisions of this
              Agreement
              or of the Certificates or the rights of the Holders thereof.

             

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

                  


             

            The
              Trust
              Administrator shall use its best efforts promptly to provide notice
              to the
              Rating Agencies and the NIMS Insurer with respect to each of the following
              of
              which it has actual knowledge:

             

            (1)  Any
              material change or amendment to this Agreement;

             

            (2)  The
              occurrence of any Servicer Event of Default or Master Servicer Event
              of Default
              that has not been cured or waived;

             

            (3)  The
              resignation or termination of the Master Servicer, the Trust Administrator
              or
              the Trustee;

             

            (4)  The
              repurchase or substitution of Mortgage Loans pursuant to or as contemplated
              by
              Section 2.03;

             

            (5)  The
              final
              payment to the Holders of any Class of Certificates;

             

            (6)  Any
              change in the location of the Collection Account or the Distribution
              Account;

             

            (7)  Any
              event
              that would result in the inability of the Master Servicer to make advances
              regarding delinquent Mortgage Loans to the same extent the Servicers
              are
              required to make such advances as provided in Section 4.03;
              and

             

            (8)  The
              filing of any claim under any Servicer’s blanket bond and errors and omissions
              insurance policy required by Section 3.14 or the cancellation or material
              modification of coverage under any such instrument.

             

            In
              addition, the Trust Administrator shall promptly make available to
              each Rating
              Agency and the NIMS Insurer copies of each report to Certificateholders
              described in Section 4.02 and the Master Servicer shall promptly make
              available to each Rating Agency copies of the following:

             

            (1)  Each
              annual statement as to compliance described in Section 3.20;

             

            (2)  Each
              annual independent public accountants’ servicing report described in
              Section 3.21;

             

            (3)  Any
              notice delivered pursuant to Section 7.01

             

            Any
              such
              notice pursuant to this Section 11.07 shall be in writing and shall
              be deemed to
              have been duly given if personally delivered at or mailed by first
              class mail,
              postage prepaid, or by express delivery service to Moody’s Investors Service
              Inc., 99 Church Street, New York, New York 10004 and Standard & Poor’s
              Ratings Services, a division of The McGraw-Hill Companies, Inc., 55
              Water
              Street, New York, New York 10007, or such other addresses as the Rating
              Agencies
              may designate in writing to the parties hereto.

             

            	SECTION
                    11.08.  	
                    Article
                      and Section References.

                  


             

            All
              article and section references used in this Agreement, unless otherwise
              provided, are to articles and sections in this Agreement.

             

            	SECTION
                    11.09.  	
                    Grant
                      of Security Interest.

                  


             

            It
              is the
              express intent of the parties hereto that the conveyance of the Mortgage
              Loans
              by the Depositor to the Trustee, be, and be construed as, a sale of
              the Mortgage
              Loans by the Depositor and not a pledge of the Mortgage Loans to secure
              a debt
              or other obligation of the Depositor. However, in the event that,
              notwithstanding the aforementioned intent of the parties, the Mortgage
              Loans are
              held to be property of the Depositor, then, (a) it is the express intent
              of the
              parties that such conveyance be deemed a pledge of the Mortgage Loans
              by the
              Depositor to the Trustee to secure a debt or other obligation of the
              Depositor
              and (b)(1) this Agreement shall also be deemed to be a security agreement
              within
              the meaning of Articles 8 and 9 of the Uniform Commercial Code as in
              effect from
              time to time in the State of New York; (2) the conveyance provided
              for in
              Section 2.01 hereof shall be deemed to be a grant by the Depositor to the
              Trustee of a security interest in all of the Depositor’s right, title and
              interest in and to the Mortgage Loans and all amounts payable to the
              holders of
              the Mortgage Loans and the Swap Provider in accordance with the terms
              thereof
              and all proceeds of the conversion, voluntary or involuntary, of the
              foregoing
              into cash, instruments, securities or other property, including without
              limitation all amounts, other than investment earnings, from time to
              time held
              or invested in the Collection Account and the Distribution Account,
              whether in
              the form of cash, instruments, securities or other property; (3) the
              obligations
              secured by such security agreement shall be deemed to be all of the
              Depositor’s
              obligations under this Agreement, including the obligation to provide
              to the
              Certificateholders and the Swap Provider the benefits of this Agreement
              relating
              to the Mortgage Loans and the Trust Fund; and (4) notifications to
              persons
              holding such property, and acknowledgments, receipts or confirmations
              from
              persons holding such property, shall be deemed notifications to, or
              acknowledgments, receipts or confirmations from, financial intermediaries,
              bailees or agents (as applicable) of the Trustee for the purpose of
              perfecting
              such security interest under applicable law. Accordingly, the Depositor
              hereby
              grants to the Trustee a security interest in the Mortgage Loans and
              all other
              property described in clause (2) of the preceding sentence, for the
              purpose of
              securing to the Trustee the performance by the Depositor of the obligations
              described in clause (3) of the preceding sentence. Notwithstanding
              the
              foregoing, the parties hereto intend the conveyance pursuant to
              Section 2.01 to be a true, absolute and unconditional sale of the Mortgage
              Loans and assets constituting the Trust Fund by the Depositor to the
              Trustee.

             

            	SECTION
                    11.10.  	
                    Third
                      Party Rights.

                  


             

            Each
              of
              the NIMS Insurer and the Swap Provider shall be deemed a third-party
              beneficiary
              of this Agreement to the same extent as if it were a party hereto,
              and shall
              have the right to enforce the provisions of this Agreement.

             

            	SECTION
                    11.11.  	
                    Intention
                      of the Parties and Interpretation.

                  


             

            Each
              of
              the parties hereto acknowledges and agrees that the purpose of Sections
              3.20,
              3.21 and 4.06 of this Agreement is to facilitate compliance by the
              Depositor
              with the provisions of Regulation AB promulgated by the SEC under the
              Exchange
              Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time
              and subject to clarification and interpretive advice as may be issued
              by the
              staff of the Commission from time to time. Therefore, each of the parties
              hereto
              agrees that (a) the obligations of the parties hereunder shall be interpreted
              in
              such a manner as to accomplish that purpose, (b) the parties’ obligations
              hereunder will be supplemented and modified as reasonably necessary
              to be
              consistent with any such amendments, interpretive advice or guidance,
              convention
              or consensus among active participants in the asset-backed securities
              markets,
              advice of counsel, or otherwise in respect of the requirements of Regulation
              AB,
              (c) the parties shall comply, to the extent practicable from a timing
              and
              information systems perspective and to the extent that the Depositor
              will pay
              any increased costs of the Trustee and Trust Administrator caused by
              such
              request, with requests made by the Depositor for delivery of additional
              or
              different information as the Depositor may determine in good faith
              is necessary
              to comply with the provisions of Regulation AB, and (d) no amendment
              of this
              Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations
              of the
              provisions of Regulation AB.

             

            


             


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

                
                

              

            



            IN
              WITNESS WHEREOF, the Depositor, the Servicers, the Master Servicer,
              the Trust
              Administrator, the Custodian and the Trustee have caused their names
              to be
              signed hereto by their respective officers thereunto duly authorized,
              in each
              case as of the day and year first above written.

             

            
              	
                      MORTGAGE
                        ASSET SECURITIZATION TRANSACTIONS, INC., as Depositor

                    
	 	 
	
                      By:

                    	
                      /s/
                        Vadim Khoper

                    
	
                      Name:

                    	
                      Vadim
                        Khoper

                    
	
                      Title:

                    	
                      Associate
                        Director

                    
	 
	 	 
	
                      By:

                    	
                      /s/
                        Julia Lee Kim

                    
	
                      Name:

                    	
                      Julia
                        Lee Kim

                    
	
                      Title:

                    	
                      Associate
                        Director

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

                    
	 	 
	
                      By:

                    	
                      /s/
                        Graham Oglesby

                    
	
                      Name:

                    	
                      Graham
                        Oglesby

                    
	
                      Title:

                    	
                      Assistant
                        Vice President

                    
	 
	 
	
                      BARCLAYS
                        CAPITAL REAL ESTATE INC. D/B/A HOMEQ SERVICING, as
                        Servicer

                    
	 	 
	
                      By:

                    	
                      /s/
                        Arthur Lyon

                    
	
                      Name:

                    	
                      Arthur
                        Lyon

                    
	
                      Title:

                    	
                      President

                    
	 	 
	 	 
	
                      WELLS
                        FARGO BANK, N.A., as Servicer

                    
	 	 
	
                      By:

                    	
                      /s/
                        Ruth M. Kovalski

                    
	
                      Name:

                    	
                      Ruth
                        M. Kovalski

                    
	
                      Title:

                    	
                      Vice
                        President

                    
	 
	 
	
                      U.S.
                        BANK NATIONAL ASSOCIATION,

                      as
                        Trustee

                    


            

             

            
              	
                      By:

                    	
                      /s/
                        Shannon M. Rantz

                    
	
                      Name:

                    	
                      Shannon
                        M. Rantz

                    
	
                      Title:

                    	
                      Vice
                        President

                    


            

            


             

            


             

            



            


            


            
              	
                      For
                        purposes of Sections 6.08, 6.09 and 6.10:

                      CLAYTON
                        FIXED INCOME SERVICES INC.

                    
	 	 
	
                      By:

                    	
                      /s/
                        Kevin J. Kanouff

                    
	
                      Name:

                    	
                      Kevin
                        J. Kanouff

                    
	
                      Title:

                    	
                      President
                        and General Counsel

                    


            

            



            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


             

            
              	
                      STATE
                        OF NEW YORK

                    	
                      )

                    	 
	 	
                      )

                    	
                      ss.:

                    
	
                      COUNTY
                        OF NEW YORK

                    	
                      )

                    	 


            

            


             

            On
              the
              ___ day of November 2006, before me, a notary public in and for said
              State,
              personally appeared ________________________ and ________________________,
              known
              to me to be a(n) ________________________ and ________________________,
              respectively, of Mortgage Asset Securitization Transactions, Inc.,
              one of the
              corporations that executed the within instrument, and also known to
              me to be the
              person who executed it on behalf of said corporation, and acknowledged
              to me
              that such corporation executed the within instrument.

             

            IN
              WITNESS WHEREOF, I have hereunto set my hand and affixed my official
              seal the
              day and year in this certificate first above written.

             

            
              	 	 
	 	
                      Notary
                        Public

                    


            

            [Notarial
              Seal]


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


             

            
              	
                      STATE
                        OF 

                    	
                      )

                    	 
	 	
                      )

                    	
                      ss.:

                    
	
                      COUNTY
                        OF___________

                    	
                      )

                    	 


            

            


             

            On
              the
              ____ day of November 2006, before me, a notary public in and for said
              State,
              personally appeared ________________________ known to me to be a(n)
              ________________________ of Wells Fargo Bank, N.A., one of the corporations
              that
              executed the within instrument, and also known to me to be the person
              who
              executed it on behalf of said corporation, and acknowledged to me that
              such
              corporation executed the within instrument.

             

            IN
              WITNESS WHEREOF, I have hereunto set my hand and affixed my official
              seal the
              day and year in this certificate first above written.

             

            
              	 	 
	 	
                      Notary
                        Public

                    


            

            [Notarial
              Seal]


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


            
              	
                      STATE
                        OF MARYLAND

                    	
                      )

                    	 
	 	
                      )

                    	
                      ss.:

                    
	
                      COUNTY
                        OF HOWARD

                    	
                      )

                    	 


            

            


             

            On
              the
              ____ day of November 2006, before me, a notary public in and for said
              State,
              personally appeared ________________________ known to me to be a(n)
              ________________________ of Barclays Capital Real Estate Inc. d/b/a
              HomEq
              Servicing, one of the corporations that executed the within instrument,
              and also
              known to me to be the person who executed it on behalf of said corporation,
              and
              acknowledged to me that such corporation executed the within
              instrument.

             

            IN
              WITNESS WHEREOF, I have hereunto set my hand and affixed my official
              seal the
              day and year in this certificate first above written.

             

            
              	 	 
	 	
                      Notary
                        Public

                    


            

            [Notarial
              Seal]


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


            
              	
                      STATE
                        OF MINNESOTA

                    	
                      )

                    	 
	 	
                      )

                    	
                      ss.:

                    
	
                      COUNTY
                        OF RAMSEY

                    	
                      )

                    	 


            

            


             

            On
              the
              ____ day of November 2006, before me, a notary public in and for said
              State,
              personally appeared ________________________, known to me to be a(n)
              ________________________ of U.S. Bank National Association, one of
              the
              corporations that executed the within instrument, and also known to
              me to be the
              person who executed it on behalf of said corporation, and acknowledged
              to me
              that such corporation executed the within instrument.

             

            IN
              WITNESS WHEREOF, I have hereunto set my hand and affixed my official
              seal the
              day and year in this certificate first above written.

             

            
              	 	 
	 	
                      Notary
                        Public

                    


            

            [Notarial
              Seal]

             

            


            
              
                 

              

              
                 

                
                  

                

              

              
                 

              

            

            


            

              EXHIBIT
                A-1

               

              FORM
                OF
                CLASS A-1 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

              


              PRIOR
                TO
                THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, THE HOLDER OF
                THIS
                CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
                IN SECTION
                5.02 (c) OF THE AGREEMENT.

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class A-1 Certificates
                          as of the
                          Issue Date: $ 247,700,000.00

                         

                        Denomination:
                          $247,700,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AA 0 

                      


              

              


              


               

              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE
                MASTER SERVICER, THE
                TRUST
                ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
                NEITHER THIS
                CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY
                AGENCY OR
                INSTRUMENTALITY OF THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class A-1 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                A-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                A-1
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class A-1 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                A-1 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              Prior
                to
                the termination of the Supplemental Interest Trust, the holder of
                this
                Certificate shall be deemed to have made the representation Set forth
                is Section
                5.02 (c) of the Pooling & Servicing Agreement. 

               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                and the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-2

               

              FORM
                OF
                CLASS A-2 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

              


              PRIOR
                TO
                THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, THE HOLDER OF
                THIS
                CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
                IN SECTION
                5.02 (c) OF THE AGREEMENT.

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class A-2 Certificates
                          as of the
                          Issue Date: $64,000,000.00

                         

                        Denomination:
                          $64,000,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AB 8 

                      


              

              


              


              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class A-2 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                A-2 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                A-2
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class A-2 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                A-2 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              Prior
                to
                the termination of the Supplemental Interest Trust, the holder of
                this
                Certificate shall be deemed to have made the representation Set forth
                is Section
                5.02 (c) of the Pooling & Servicing Agreement. 

               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                    
                    

                  

                

              

               

              EXHIBIT
                A-3

               

              FORM
                OF
                CLASS A-3 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

              


              PRIOR
                TO
                THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, THE HOLDER OF
                THIS
                CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
                IN SECTION
                5.02 (c) OF THE AGREEMENT.

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class A-3 Certificates
                          as of the
                          Issue Date: $115,500,000.00

                         

                        Denomination:
                          $115,500,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AC 6 

                      


              

               

               

              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class A-3 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                A-3 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                A-3
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class A-3 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                A-3 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              Prior
                to
                the termination of the Supplemental Interest Trust, the holder of
                this
                Certificate shall be deemed to have made the representation Set forth
                is Section
                5.02 (c) of the Pooling & Servicing Agreement. 

               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-4

               

              FORM
                OF
                CLASS A-4 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

              


              PRIOR
                TO
                THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, THE HOLDER OF
                THIS
                CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
                IN SECTION
                5.02 (c) OF THE AGREEMENT.

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class A-4 Certificates
                          as of the
                          Issue Date: $48,807,000.00

                         

                        Denomination:
                          $48,807,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AD 4 

                      


              

              


              


               

              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class A-4 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                A-4 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                A-4
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class A-4 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                A-4 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the
                Custodian, the NIMS Insurer, if any, and the rights of the Certificateholders
                under the Agreement at any time by the Depositor, the Master Servicer,
                the
                Servicer, the Trust Administrator, the Trustee and the NIMS Insurer,
                if any,
                without the consent on the Certificateholders or with the consent
                of the Holders
                of Certificates entitled to at least 66% of the Voting Rights as
                further set
                forth in the Agreement. Any such consent by the Holder of this Certificate
                shall
                be conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              Prior
                to
                the termination of the Supplemental Interest Trust, the holder of
                this
                Certificate shall be deemed to have made the representation Set forth
                is Section
                5.02 (c) of the Pooling & Servicing Agreement. 

               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                , or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-5

               

              FORM
                OF
                CLASS M-1 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT
                DESCRIBED
                IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

               

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

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-1 Certificates
                          as of the
                          Issue Date: $21,923,000.00

                         

                        Denomination:
                          $21,923,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AE 2 

                         

                      


              

              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-1 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-1
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-1 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                M-1 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              The
                holder of this Certificate shall be deemed to have made the representation
                Set
                forth is Section 5.02 (c) of the Pooling & Servicing Agreement.


               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              


              



              EXHIBIT
                A-6

               

              FORM
                OF
                CLASS M-2 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS
                M-1
                CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
                AGREEMENT
                REFERRED TO HEREIN.

               

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

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-2 Certificates
                          as of the
                          Issue Date: $20,722,000.00

                         

                        Denomination:
                          $20,722,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AF 9 

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-2 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-2 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-2
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-2 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                M-2 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              The
                holder of this Certificate shall be deemed to have made the representation
                Set
                forth is Section 5.02 (c) of the Pooling & Servicing Agreement.


               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

               

               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-7

               

              FORM
                OF
                CLASS M-3 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
                M-1
                CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED
                IN THE
                POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

               

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

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-3 Certificates
                          as of the
                          Issue Date: $11,712,000.00

                         

                        Denomination:
                          $11,712,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AG 7 

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-3 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-3 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-3
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-3 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                M-3 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              The
                holder of this Certificate shall be deemed to have made the representation
                Set
                forth is Section 5.02 (c) of the Pooling & Servicing Agreement.


               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              


              



              EXHIBIT
                A-8

               

              FORM
                OF
                CLASS M-4 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
                M-1
                CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES
                TO THE
                EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
                TO
                HEREIN.

               

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

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-4 Certificates
                          as of the
                          Issue Date: $10,811,000.00

                         

                        Denomination:
                          $10,811,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AH 5 

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-4 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-4 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-4
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-4 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                M-4 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              The
                holder of this Certificate shall be deemed to have made the representation
                Set
                forth is Section 5.02 (c) of the Pooling & Servicing Agreement.


               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Custodian, the Trust
                Administrator or the Trustee may treat the Person in whose name this
                Certificate
                is registered as the owner hereof for all purposes, and none of the
                Depositor,
                the Master Servicer, the Trust Administrator, the Trustee nor any
                such agent
                shall be affected by notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-9

               

              FORM
                OF
                CLASS M-5 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
                M-1
                CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES
                AND THE
                CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
                SERVICING
                AGREEMENT REFERRED TO HEREIN.

               

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

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-5 Certificates
                          as of the
                          Issue Date: $9,910,000.00

                         

                        Denomination:
                          $9,910,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AJ 1 

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-5 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-5 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-5
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-5 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                M-5 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              The
                holder of this Certificate shall be deemed to have made the representation
                Set
                forth is Section 5.02 (c) of the Pooling & Servicing Agreement.


               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November ___, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

               

               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-10

               

              FORM
                OF
                CLASS M-6 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
                M-1
                CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
                THE CLASS
                M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED
                IN THE
                POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

               

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

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-6 Certificates
                          as of the
                          Issue Date: $9,309,000.00

                         

                        Denomination:
                          $9,309,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AK 8 

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-6 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-6 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-6
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-6 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                M-6 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              The
                holder of this Certificate shall be deemed to have made the representation
                Set
                forth is Section 5.02 (c) of the Pooling & Servicing Agreement.


               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November ___, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-11

               

              FORM
                OF
                CLASS M-7 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
                M-1
                CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
                THE CLASS
                M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
                TO
                THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
                TO
                HEREIN.

               

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

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-7 Certificates
                          as of the
                          Issue Date: $8,709,000.00

                         

                        Denomination:
                          $8,709,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AL 6 

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-7 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-7 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-7
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-7 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                M-7 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              The
                holder of this Certificate shall be deemed to have made the representation
                Set
                forth is Section 5.02 (c) of the Pooling & Servicing Agreement.


               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-12

               

              FORM
                OF
                CLASS M-8 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
                M-1
                CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
                THE CLASS
                M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES
                AND THE
                CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
                SERVICING
                AGREEMENT REFERRED TO HEREIN.

               

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

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-8 Certificates
                          as of the
                          Issue Date: $7,808,000.00

                         

                        Denomination:
                          $7,808,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AM 4 

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE
                MASTER SERVICER, THE
                TRUST
                ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
                NEITHER THIS
                CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY
                AGENCY OR
                INSTRUMENTALITY OF THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-8 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-8 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-8
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-8 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                M-8 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              The
                holder of this Certificate shall be deemed to have made the representation
                Set
                forth is Section 5.02 (c) of the Pooling & Servicing Agreement.


               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November ___, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                ________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              


              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-13

               

              FORM
                OF
                CLASS M-9 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
                M-1
                CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
                THE CLASS
                M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
                THE
                CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT
                DESCRIBED IN
                THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

               

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

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-9 Certificates
                          as of the
                          Issue Date: $4,504,000.00

                         

                        Denomination:
                          $4,504,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AN 2 

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-9 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-9 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-9
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-9 Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                M-9 Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              The
                holder of this Certificate shall be deemed to have made the representation
                Set
                forth is Section 5.02 (c) of the Pooling & Servicing Agreement.


               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Custodian, the Trust
                Administrator or the Trustee may treat the Person in whose name this
                Certificate
                is registered as the owner hereof for all purposes, and none of the
                Depositor,
                the Master Servicer, the Custodian, the Trust Administrator, the
                Trustee nor any
                such agent shall be affected by notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November ___, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                ________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-14

               

              FORM
                OF
                CLASS M-10 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
                M-1
                CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
                THE CLASS
                M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
                THE
                CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS
                M-9
                CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
                AGREEMENT
                REFERRED TO HEREIN.

               

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

              


              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-10 Certificates
                          as of the
                          Issue Date: $4,504,000.00

                         

                        Denomination:
                          $4,504,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AP 7 

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-10 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-10 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-10
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-10 Certificates the aggregate initial
                Certificate Principal Balance of which is in excess of the lesser
                of (i)
                $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
                Principal
                Balance of the Class M-10 Certificates, or otherwise by check mailed
                by first
                class mail to the address of the Person entitled thereto, as such
                name and
                address shall appear on the Certificate Register. Notwithstanding
                the above, the
                final distribution on this Certificate will be made after due notice
                by the
                Trust Administrator of the pendency of such distribution and only
                upon
                presentation and surrender of this Certificate at the office or agency
                appointed
                by the Trust Administrator for that purpose as provided in the
                Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              The
                holder of this Certificate shall be deemed to have made the representation
                Set
                forth is Section 5.02 (c) of the Pooling & Servicing Agreement.


               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

               

               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                ________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-15

               

              FORM
                OF
                CLASS M-11 CERTIFICATE

               

              UNLESS
                THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
                THE DEPOSITORY
                TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
                AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
                CERTIFICATE
                ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
                REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
                IS MADE TO
                CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
                REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
                FOR VALUE OR
                OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                OWNER
                HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
                M-1
                CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
                THE CLASS
                M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
                THE
                CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9
                CERTIFICATES
                AND THE CLASS M-10 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING
                AND
                SERVICING AGREEMENT REFERRED TO HEREIN.

               

              THIS
                CERTIFICATE HAS NOT BEEN 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.

               

              NO
                TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
                RETIREMENT
                ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
                ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
                PROCEDURES DESCRIBED HEREIN.

               

              
                	
                        Series:
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class M-11 Certificates
                          as of the
                          Issue Date: $ 6,006,000.00

                         

                        Denomination:
                          $6,006,000.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                         

                        CUSIP:
                          576449 AQ 5 

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that Cede & Co. is the registered owner of a Percentage Interest
                (obtained by dividing the denomination of this Certificate by the
                aggregate
                Certificate Principal Balance of the Class M-11 Certificates as of
                the Issue
                Date) in that certain beneficial ownership interest evidenced by
                all the Class
                M-11 Certificates in a REMIC created pursuant to a Pooling and Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              No
                transfer of a Certificate of this Class shall be made unless such
                transfer is
                made pursuant to an effective registration statement under the Act
                and any
                applicable sate 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 Act and such laws, in order to
                assure
                compliance with the Act, and such laws, the Holder of this Certificate
                desiring
                to effect such transfer and such Holder’s prospective transferee shall each
                certify to the Trustee and the Depositor in writing the facts surrounding
                the
                transfer. The Holder hereof desiring to effect such transfer shall,
                and does
                hereby agree to indemnify the Trustee 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.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                M-11
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class M-11 Certificates the aggregate initial
                Certificate Principal Balance of which is in excess of the lesser
                of (i)
                $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
                Principal
                Balance of the Class M-11 Certificates, or otherwise by check mailed
                by first
                class mail to the address of the Person entitled thereto, as such
                name and
                address shall appear on the Certificate Register. Notwithstanding
                the above, the
                final distribution on this Certificate will be made after due notice
                by the
                Trust Administrator of the pendency of such distribution and only
                upon
                presentation and surrender of this Certificate at the office or agency
                appointed
                by the Trust Administrator for that purpose as provided in the
                Agreement.

               

              The
                Pass-Through Rate applicable to the calculation of interest payable
                with respect
                to this Certificate on any Distribution Date shall equal a rate per
                annum equal
                to the lesser of (i) the related Formula Rate for such Distribution
                Date and
                (ii) the related Net WAC Rate for such Distribution Date.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              No
                transfer of this Certificate to a Plan subject to ERISA or Section
                4975 of the
                Code, any Person acting, directly or indirectly, on behalf of any
                such Plan or
                any Person using “Plan Assets” to acquire this Certificate shall be made except
                in accordance with Section 5.02(c) of the Agreement.

               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans as of the
                Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                ________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                A-16

               

              FORM
                OF
                CLASS CE CERTIFICATE

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
                CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
                AGREEMENT
                REFERRED TO HEREIN.

               

              THIS
                CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
                ACT OF
                1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
                BE RESOLD OR
                TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
                OR IS SOLD OR
                TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER
                SUCH ACT AND
                UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
                THE PROVISIONS
                OF SECTION 5.02 OF THE AGREEMENT.

               

              NO
                TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
                RETIREMENT
                ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
                OF 1974, AS
                AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
                THE PROCEDURES
                DESCRIBED HEREIN.

              


              
                	
                        Series
                          2006-HE4

                         

                        Pass-Through
                          Rate: Variable

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class CE Certificates
                          as of the Issue
                          Date: $8,714,692.36

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                      


              

              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that UBS Securities LLC is the registered owner of a Percentage
                Interest (obtained by dividing the denomination of this Certificate
                by the
                aggregate Certificate Principal Balance of the Class CE Certificates
                as of the
                Issue Date) in that certain beneficial ownership interest evidenced
                by all the
                Class CE Certificates in a REMIC created pursuant to a Pooling and
                Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                CE
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class CE Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                CE Certificates, or otherwise by check mailed by first class mail
                to the address
                of the Person entitled thereto, as such name and address shall appear
                on the
                Certificate Register. Notwithstanding the above, the final distribution
                on this
                Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              No
                transfer of this Certificate shall be made unless the transfer is
                made pursuant
                to an effective registration statement under the Securities Act of
                1933, as
                amended (the “1933 Act”), and an effective registration or qualification under
                applicable state securities laws, or is made in a transaction that
                does not
                require such registration or qualification. In the event that such
                a transfer of
                this Certificate is to be made without registration or qualification,
                the Trust
                Administrator shall require receipt of (i) if such transfer is purportedly
                being
                made in reliance upon Rule 144A under the 1933 Act, written certifications
                from
                the Holder of the Certificate desiring to effect the transfer, and
                from such
                Holder's prospective transferee, substantially in the forms attached
                to the
                Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion
                of Counsel
                satisfactory to it that such transfer may be made without such registration
                or
                qualification (which Opinion of Counsel shall not be an expense of
                the Trust
                Fund or of the Depositor, the Trustee or the Master Servicer, the
                Trust
                Administrator, the Custodian in their respective capacities as such),
                together
                with copies of the written certification(s) of the Holder of the
                Certificate
                desiring to effect the transfer and/or such Holder's prospective
                transferee upon
                which such Opinion of Counsel is based. None of the Depositor or
                the Trust
                Administrator is obligated to register or qualify the Class of Certificates
                specified on the face hereof under the 1933 Act or any other securities
                law or
                to take any action not otherwise required under the Agreement to
                permit the
                transfer of such Certificates without registration or qualification.
                Any Holder
                desiring to effect a transfer of this Certificate shall be required
                to indemnify
                the Trustee, the Trust Administrator, the Custodian, the Depositor,
                the Servicer
                and the Master Servicer against any liability that may result if
                the transfer is
                not so exempt or is not made in accordance with such federal and
                state
                laws.

               

              No
                transfer of this Certificate to a Plan subject to ERISA or Section
                4975 of the
                Code, any Person acting, directly or indirectly, on behalf of any
                such Plan or
                any Person using “Plan Assets” to acquire this Certificate shall be made except
                in accordance with Section 5.02(c) of the Agreement.

               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate principal balance of the Mortgage Loans as of the Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

              


              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

              


               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                _________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              


              



              EXHIBIT
                A-17

               

              FORM
                OF
                CLASS P CERTIFICATE

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
                RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
                OF 1986 AS
                AMENDED (THE “CODE”).

               

              THIS
                CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
                ACT OF
                1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
                BE RESOLD OR
                TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
                OR IS SOLD OR
                TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER
                SUCH ACT AND
                UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
                THE PROVISIONS
                OF SECTION 5.02 OF THE AGREEMENT.

               

              NO
                TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
                RETIREMENT
                ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
                OF 1974, AS
                AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
                THE PROCEDURES
                DESCRIBED HEREIN.

              


              
                	
                        Series:
                          2006-HE4

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1

                      	
                        Aggregate
                          Certificate Principal Balance of the Class P Certificates
                          as of the Issue
                          Date: $100.00

                         

                        Denomination:
                          $100.00

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                      


              

              


              DISTRIBUTIONS
                IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE
                MAY BE
                MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
                PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
                SHOWN ABOVE AS
                THE DENOMINATION OF THIS CERTIFICATE.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that UBS Securities LLC is the registered owner of a Percentage
                Interest (obtained by dividing the denomination of this Certificate
                by the
                aggregate Certificate Principal Balance of the Class P Certificates
                as of the
                Issue Date) in that certain beneficial ownership interest evidenced
                by all the
                Class P Certificates in REMIC V created pursuant to a Pooling and
                Servicing
                Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
                term includes any successor entity under the Agreement), the Master
                Servicer,
                the Trust Administrator, the Custodian and the Trustee, a summary
                of certain of
                the pertinent provisions of which is set forth hereafter. To the
                extent not
                defined herein, the capitalized terms used herein have the meanings
                assigned in
                the Agreement. This Certificate is issued under and is subject to
                the terms,
                provisions and conditions of the Agreement, to which Agreement the
                Holder of
                this Certificate by virtue of the acceptance hereof assents and by
                which such
                Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                P Certificates
                on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class P Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class P
                Certificates, or otherwise by check mailed by first class mail to
                the address of
                the Person entitled thereto, as such name and address shall appear
                on the
                Certificate Register. Notwithstanding the above, the final distribution
                on this
                Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof equal to the denomination
                specified on the face hereof divided by the aggregate Certificate
                Principal
                Balance of the Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              No
                transfer of this Certificate shall be made unless the transfer is
                made pursuant
                to an effective registration statement under the Securities Act of
                1933, as
                amended (the “1933 Act”), and an effective registration or qualification under
                applicable state securities laws, or is made in a transaction that
                does not
                require such registration or qualification. In the event that such
                a transfer of
                this Certificate is to be made without registration or qualification,
                the Trust
                Administrator shall require receipt of (i) if such transfer is purportedly
                being
                made in reliance upon Rule 144A under the 1933 Act, written certifications
                from
                the Holder of the Certificate desiring to effect the transfer, and
                from such
                Holder's prospective transferee, substantially in the forms attached
                to the
                Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion
                of Counsel
                satisfactory to it that such transfer may be made without such registration
                or
                qualification (which Opinion of Counsel shall not be an expense of
                the Trust
                Fund or of the Depositor, the Trustee or the Master Servicer, the
                Trust
                Administrator, the Custodian in their respective capacities as such),
                together
                with copies of the written certification(s) of the Holder of the
                Certificate
                desiring to effect the transfer and/or such Holder's prospective
                transferee upon
                which such Opinion of Counsel is based. None of the Depositor or
                the Trust
                Administrator is obligated to register or qualify the Class of Certificates
                specified on the face hereof under the 1933 Act or any other securities
                law or
                to take any action not otherwise required under the Agreement to
                permit the
                transfer of such Certificates without registration or qualification.
                Any Holder
                desiring to effect a transfer of this Certificate shall be required
                to indemnify
                the Trustee, the Trust Administrator, the Custodian, the Depositor,
                the Servicer
                and the Master Servicer against any liability that may result if
                the transfer is
                not so exempt or is not made in accordance with such federal and
                state
                laws.

               

              No
                transfer of this Certificate to a Plan subject to ERISA or Section
                4975 of the
                Code, any Person acting, directly or indirectly, on behalf of any
                such Plan or
                any Person using “Plan Assets” to acquire this Certificate shall be made except
                in accordance with Section 5.02(c) of the Agreement.

               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate principal balance of the Mortgage Loans as of the Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

               

               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                ________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              



              EXHIBIT
                A-18

               

              FORM
                OF
                CLASS R CERTIFICATE

               

              THIS
                CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
                DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
                REVENUE CODE OF
                1986 AS AMENDED (THE “CODE”).

               

              ANY
                RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
                MADE ONLY IN
                ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
                SERVICING
                AGREEMENT REFERRED TO HEREIN.

               

              THIS
                CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
                ACT OF
                1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
                BE RESOLD OR
                TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
                OR IS SOLD OR
                TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER
                SUCH ACT AND
                UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
                THE PROVISIONS
                OF SECTION 5.02 OF THE AGREEMENT.

               

              NO
                TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
                RETIREMENT
                ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
                OF 1974, AS
                AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
                THE PROCEDURES
                DESCRIBED HEREIN.

               

              ANY
                RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
                MADE ONLY IF
                THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST ADMINISTRATOR
                THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION
                THEREOF,
                ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT,
                ANY
                INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
                OF THE
                FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
                IN SECTION
                521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1
                OF THE CODE
                UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
                511 OF THE
                CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF
                THE CODE (ANY
                SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
                HEREINAFTER
                BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
                DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS
                TO IMPEDE THE
                ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES
                CERTAIN
                ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
                PROPOSED
                TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
                OF ANY
                TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
                ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
                SHALL
                BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
                SHALL NOT
                BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
                BUT
                NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
                EACH HOLDER OF
                THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED
                TO THE
                PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02 (C)
                OF THE
                POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT
                IS A
                DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL
                OWNERSHIP OF
                THIS CERTIFICATE.

              


              
                	
                        Series:
                          2006-HE4

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1 

                      	
                        Aggregate
                          Percentage Interest of the Class R Certificates as of the
                          Issue Date:
                          100.00%

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                      


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that UBS Securities LLC is the registered owner of a Percentage
                Interest (as specified above) in that certain beneficial ownership
                interest
                evidenced by all the Certificates of the Class to which this Certificate
                belongs
                created pursuant to a Pooling and Servicing Agreement, dated as specified
                above
                (the “Agreement”), among Mortgage Asset Securitization Transactions, Inc.
                (hereinafter called the “Depositor,” which term includes any successor entity
                under the Agreement), the Master Servicer, the Trust Administrator,
                the
                Custodian and the Trustee, a summary of certain of the pertinent
                provisions of
                which is set forth hereafter. To the extent not defined herein, the
                capitalized
                terms used herein have the meanings assigned in the Agreement. This
                Certificate
                is issued under and is subject to the terms, provisions and conditions
                of the
                Agreement, to which Agreement the Holder of this Certificate by virtue
                of the
                acceptance hereof assents and by which such Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                R Certificates
                on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class R Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class R
                Certificates, or otherwise by check mailed by first class mail to
                the address of
                the Person entitled thereto, as such name and address shall appear
                on the
                Certificate Register. Notwithstanding the above, the final distribution
                on this
                Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              No
                transfer of this Certificate shall be made unless the transfer is
                made pursuant
                to an effective registration statement under the Securities Act of
                1933, as
                amended (the “1933 Act”), and an effective registration or qualification under
                applicable state securities laws, or is made in a transaction that
                does not
                require such registration or qualification. In the event that such
                a transfer of
                this Certificate is to be made without registration or qualification,
                the Trust
                Administrator shall require receipt of (i) if such transfer is purportedly
                being
                made in reliance upon Rule 144A under the 1933 Act, written certifications
                from
                the Holder of the Certificate desiring to effect the transfer, and
                from such
                Holder's prospective transferee, substantially in the forms attached
                to the
                Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion
                of Counsel
                satisfactory to it that such transfer may be made without such registration
                or
                qualification (which Opinion of Counsel shall not be an expense of
                the Trust
                Fund or of the Depositor, the Trustee or the Master Servicer, the
                Trust
                Administrator, the Custodian in their respective capacities as such),
                together
                with copies of the written certification(s) of the Holder of the
                Certificate
                desiring to effect the transfer and/or such Holder's prospective
                transferee upon
                which such Opinion of Counsel is based. Neither the Depositor nor
                the Trust
                Administrator is obligated to register or qualify the Class of Certificates
                specified on the face hereof under the 1933 Act or any other securities
                law or
                to take any action not otherwise required under the Agreement to
                permit the
                transfer of such Certificates without registration or qualification.
                Any Holder
                desiring to effect a transfer of this Certificate shall be required
                to indemnify
                the Trustee, the Trust Administrator, the Custodian, the Depositor,
                the Servicer
                and the Master Servicer against any liability that may result if
                the transfer is
                not so exempt or is not made in accordance with such federal and
                state
                laws.

               

              No
                transfer of this Certificate to a Plan subject to ERISA or Section
                4975 of the
                Code, any Person acting, directly or indirectly, on behalf of any
                such Plan or
                any Person using “Plan Assets” to acquire this Certificate shall be made except
                in accordance with Section 5.02(c) of the Agreement.

               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              Prior
                to
                registration of any transfer, sale or other disposition of this Certificate,
                the
                proposed transferee shall provide to the Trust Administrator (i)
                an affidavit to
                the effect that such transferee is any Person other than a Disqualified
                Organization or the agent (including a broker, nominee or middleman)
                of a
                Disqualified Organization, and (ii) a certificate that acknowledges
                that (A) the
                Class R Certificates have been designated as a residual interest
                in a REMIC, (B)
                it will include in its income a pro
                rata share
                of
                the net income of the Trust Fund and that such income may be an “excess
                inclusion,” as defined in the Code, that, with certain exceptions, cannot be
                offset by other losses or benefits from any tax exemption, and (C)
                it expects to
                have the financial means to satisfy all of its tax obligations including
                those
                relating to holding the Class R Certificates. Notwithstanding the
                registration
                in the Certificate Register of any transfer, sale or other disposition
                of this
                Certificate to a Disqualified Organization or an agent (including
                a broker,
                nominee or middleman) of a Disqualified Organization, such registration
                shall be
                deemed to be of no legal force or effect whatsoever and such Person
                shall not be
                deemed to be a Certificateholder for any purpose, including, but
                not limited to,
                the receipt of distributions in respect of this Certificate.

               

              The
                Holder of this Certificate, by its acceptance hereof, shall be deemed
                to have
                consented to the provisions of Section 5.02 of the Agreement and
                to any
                amendment of the Agreement deemed necessary by counsel of the Depositor
                to
                ensure that the transfer of this Certificate to any Person other
                than a
                Permitted Transferee or any other Person will not cause the Trust
                Fund to cease
                to qualify as a REMIC or cause the imposition of a tax upon the
                REMIC.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate principal balance of the Mortgage Loans as of the Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November ___, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                ________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              
 

              EXHIBIT
                A-19

               

              FORM
                OF
                CLASS R-X CERTIFICATE

               

              THIS
                CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

               

              SOLELY
                FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
                DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
                REVENUE CODE OF
                1986 AS AMENDED (THE “CODE”).

               

              ANY
                RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
                MADE ONLY IN
                ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
                SERVICING
                AGREEMENT REFERRED TO HEREIN.

               

              THIS
                CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
                ACT OF
                1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
                BE RESOLD OR
                TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
                OR IS SOLD OR
                TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER
                SUCH ACT AND
                UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
                THE PROVISIONS
                OF SECTION 5.02 OF THE AGREEMENT.

               

              NO
                TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
                RETIREMENT
                ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
                OF 1974, AS
                AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
                THE PROCEDURES
                DESCRIBED HEREIN.

               

              ANY
                RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
                MADE ONLY IF
                THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST ADMINISTRATOR
                THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION
                THEREOF,
                ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT,
                ANY
                INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
                OF THE
                FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
                IN SECTION
                521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1
                OF THE CODE
                UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
                511 OF THE
                CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF
                THE CODE (ANY
                SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
                HEREINAFTER
                BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
                DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS
                TO IMPEDE THE
                ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES
                CERTAIN
                ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
                PROPOSED
                TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
                OF ANY
                TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
                ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
                SHALL
                BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
                SHALL NOT
                BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
                BUT
                NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
                EACH HOLDER OF
                THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED
                TO THE
                PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02 (C)
                OF THE
                POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT
                IS A
                DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL
                OWNERSHIP OF
                THIS CERTIFICATE.

              


              
                	
                        Series:
                          2006-HE4

                         

                        Cut-off
                          Date and date of Pooling and Servicing Agreement: November
                          1,
                          2006

                         

                        First
                          Distribution Date: December 26, 2006

                         

                        No.
                          1 

                      	
                        Aggregate
                          Percentage Interest of the Class R-X Certificates as of
                          the Issue Date:
                          100.00%

                         

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

                         

                        Trustee:
                          U.S. Bank National Association

                         

                        Issue
                          Date: November 30, 2006

                      


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              MORTGAGE
                PASS-THROUGH CERTIFICATE

               

              evidencing
                a beneficial ownership interest in a portion of a Trust Fund (the
“Trust Fund”)
                consisting primarily of a pool of conventional one- to four-family,
                fixed-rate
                and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
                formed and sold by

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

               

              THIS
                CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE
                ASSET
                SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST
                ADMINISTRATOR,
                THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
                NOR
                THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
                OF
                THE UNITED STATES.

               

              This
                certifies that UBS Securities LLC is the registered owner of a Percentage
                Interest (as specified above) in that certain beneficial ownership
                interest
                evidenced by all the Certificates of the Class to which this Certificate
                belongs
                created pursuant to a Pooling and Servicing Agreement, dated as specified
                above
                (the “Agreement”), among Mortgage Asset Securitization Transactions, Inc.
                (hereinafter called the “Depositor,” which term includes any successor entity
                under the Agreement), the Master Servicer, the Trust Administrator,
                the
                Custodian and the Trustee, a summary of certain of the pertinent
                provisions of
                which is set forth hereafter. To the extent not defined herein, the
                capitalized
                terms used herein have the meanings assigned in the Agreement. This
                Certificate
                is issued under and is subject to the terms, provisions and conditions
                of the
                Agreement, to which Agreement the Holder of this Certificate by virtue
                of the
                acceptance hereof assents and by which such Holder is bound.

               

              Pursuant
                to the terms of the Agreement, distributions will be made on the
                25th
                day of
                each month or, if such 25th
                day is
                not a Business Day, the Business Day immediately following (a “Distribution
                Date”), commencing on the First Distribution Date specified above, to
                the Person
                in whose name this Certificate is registered on the Record Date,
                in an amount
                equal to the product of the Percentage Interest evidenced by this
                Certificate
                and the amount required to be distributed to the Holders of Class
                R-X
                Certificates on such Distribution Date pursuant to the Agreement.

               

              All
                distributions to the Holder of this Certificate under the Agreement
                will be made
                or caused to be made by the Trust Administrator by wire transfer
                in immediately
                available funds to the account of the Person entitled thereto if
                such Person
                shall have so notified the Trust Administrator in writing at least
                five Business
                Days prior to the Record Date immediately prior to such Distribution
                Date and is
                the registered owner of Class R-X Certificates the aggregate initial
                Certificate
                Principal Balance of which is in excess of the lesser of (i) $5,000,000
                or (ii)
                two-thirds of the aggregate initial Certificate Principal Balance
                of the Class
                R-X Certificates, or otherwise by check mailed by first class mail
                to the
                address of the Person entitled thereto, as such name and address
                shall appear on
                the Certificate Register. Notwithstanding the above, the final distribution
                on
                this Certificate will be made after due notice by the Trust Administrator
                of the
                pendency of such distribution and only upon presentation and surrender
                of this
                Certificate at the office or agency appointed by the Trust Administrator
                for
                that purpose as provided in the Agreement.

               

              This
                Certificate is one of a duly authorized issue of Certificates designated
                as
                Mortgage Pass-Through Certificates of the Series specified on the
                face hereof
                (herein called the “Certificates”) and representing a Percentage Interest in the
                Class of Certificates specified on the face hereof.

               

              The
                Certificates are limited in right of payment to certain collections
                and
                recoveries respecting the Mortgage Loans, all as more specifically
                set forth
                herein and in the Agreement. As provided in the Agreement, withdrawals
                from the
                Distribution Account may be made from time to time for purposes other
                than
                distributions to Certificateholders, such purposes including reimbursement
                of
                advances made, or certain expenses incurred, with respect to the
                Mortgage
                Loans.

               

              The
                Agreement permits, with certain exceptions therein provided, the
                amendment
                thereof and the modification of the rights and obligations of the
                Depositor, the
                Master Servicer, the Servicer, the Trust Administrator, the Trustee,
                the NIMS
                Insurer, if any, and the rights of the Certificateholders under the
                Agreement at
                any time by the Depositor, the Master Servicer, the Servicer, the
                Trust
                Administrator, the Trustee and the NIMS Insurer, if any, without
                the consent on
                the Certificateholders or with the consent of the Holders of Certificates
                entitled to at least 66% of the Voting Rights as further set forth
                in the
                Agreement. Any such consent by the Holder of this Certificate shall
                be
                conclusive and binding on such Holder and upon all future Holders
                of this
                Certificate and of any Certificate issued upon the transfer hereof
                or in
                exchange herefor or in lieu hereof whether or not notation of such
                consent is
                made upon this Certificate. The Agreement also permits the amendment
                thereof, in
                certain limited circumstances, without the consent of the Holders
                of any of the
                Certificates.

               

              As
                provided in the Agreement and subject to certain limitations therein
                set forth,
                the transfer of this Certificate is registrable in the Certificate
                Register upon
                surrender of this Certificate for registration of transfer at the
                offices or
                agencies appointed by the Trust Administrator as provided in the
                Agreement, duly
                endorsed by, or accompanied by an assignment in the form below or
                other written
                instrument of transfer in form satisfactory to the Trust Administrator
                duly
                executed by, the Holder hereof or such Holder's attorney duly authorized
                in
                writing, and thereupon one or more new Certificates of the same Class
                in
                authorized denominations evidencing the same aggregate Percentage
                Interest will
                be issued to the designated transferee or transferees.

               

              No
                transfer of this Certificate shall be made unless the transfer is
                made pursuant
                to an effective registration statement under the Securities Act of
                1933, as
                amended (the “1933 Act”), and an effective registration or qualification under
                applicable state securities laws, or is made in a transaction that
                does not
                require such registration or qualification. In the event that such
                a transfer of
                this Certificate is to be made without registration or qualification,
                the Trust
                Administrator shall require receipt of (i) if such transfer is purportedly
                being
                made in reliance upon Rule 144A under the 1933 Act, written certifications
                from
                the Holder of the Certificate desiring to effect the transfer, and
                from such
                Holder's prospective transferee, substantially in the forms attached
                to the
                Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion
                of Counsel
                satisfactory to it that such transfer may be made without such registration
                or
                qualification (which Opinion of Counsel shall not be an expense of
                the Trust
                Fund or of the Depositor, the Trustee or the Master Servicer, the
                Trust
                Administrator, the Custodian in their respective capacities as such),
                together
                with copies of the written certification(s) of the Holder of the
                Certificate
                desiring to effect the transfer and/or such Holder's prospective
                transferee upon
                which such Opinion of Counsel is based. Neither the Depositor nor
                the Trust
                Administrator is obligated to register or qualify the Class of Certificates
                specified on the face hereof under the 1933 Act or any other securities
                law or
                to take any action not otherwise required under the Agreement to
                permit the
                transfer of such Certificates without registration or qualification.
                Any Holder
                desiring to effect a transfer of this Certificate shall be required
                to indemnify
                the Trustee, the Trust Administrator, the Custodian, the Depositor,
                the Servicer
                and the Master Servicer against any liability that may result if
                the transfer is
                not so exempt or is not made in accordance with such federal and
                state
                laws.

               

              No
                transfer of this Certificate to a Plan subject to ERISA or Section
                4975 of the
                Code, any Person acting, directly or indirectly, on behalf of any
                such Plan or
                any Person using “Plan Assets” to acquire this Certificate shall be made except
                in accordance with Section 5.02(c) of the Agreement.

               

              The
                Certificates are issuable in fully registered form only without coupons
                in
                Classes and denominations representing Percentage Interests specified
                in the
                Agreement. As provided in the Agreement and subject to certain limitations
                therein set forth, the Certificates are exchangeable for new Certificates
                of the
                same Class in authorized denominations evidencing the same aggregate
                Percentage
                Interest, as requested by the Holder surrendering the same. No service
                charge
                will be made for any such registration of transfer or exchange of
                Certificates,
                but the Trust Administrator may require payment of a sum sufficient
                to cover any
                tax or other governmental charge that may be imposed in connection
                with any
                transfer or exchange of Certificates.

               

              Prior
                to
                registration of any transfer, sale or other disposition of this Certificate,
                the
                proposed transferee shall provide to the Trust Administrator (i)
                an affidavit to
                the effect that such transferee is any Person other than a Disqualified
                Organization or the agent (including a broker, nominee or middleman)
                of a
                Disqualified Organization, and (ii) a certificate that acknowledges
                that (A) the
                Class R-X Certificates have been designated as a residual interest
                in a REMIC,
                (B) it will include in its income a pro
                rata share
                of
                the net income of the Trust Fund and that such income may be an “excess
                inclusion,” as defined in the Code, that, with certain exceptions, cannot be
                offset by other losses or benefits from any tax exemption, and (C)
                it expects to
                have the financial means to satisfy all of its tax obligations including
                those
                relating to holding the Class R-X Certificates. Notwithstanding the
                registration
                in the Certificate Register of any transfer, sale or other disposition
                of this
                Certificate to a Disqualified Organization or an agent (including
                a broker,
                nominee or middleman) of a Disqualified Organization, such registration
                shall be
                deemed to be of no legal force or effect whatsoever and such Person
                shall not be
                deemed to be a Certificateholder for any purpose, including, but
                not limited to,
                the receipt of distributions in respect of this Certificate.

               

              The
                Holder of this Certificate, by its acceptance hereof, shall be deemed
                to have
                consented to the provisions of Section 5.02 of the Agreement and
                to any
                amendment of the Agreement deemed necessary by counsel of the Depositor
                to
                ensure that the transfer of this Certificate to any Person other
                than a
                Permitted Transferee or any other Person will not cause the Trust
                Fund to cease
                to qualify as a REMIC or cause the imposition of a tax upon the
                REMIC.

               

              The
                Depositor, the Master Servicer, the Trust Administrator, the Trustee
                and any
                agent of the Depositor, the Master Servicer, the Trust Administrator
                or the
                Trustee may treat the Person in whose name this Certificate is registered
                as the
                owner hereof for all purposes, and none of the Depositor, the Master
                Servicer,
                the Trust Administrator, the Trustee nor any such agent shall be
                affected by
                notice to the contrary.

               

              The
                obligations created by the Agreement and the Trust Fund created thereby
                shall
                terminate upon payment to the Certificateholders of all amounts held
                by the
                Trust Administrator and required to be paid to them pursuant to the
                Agreement
                following the earlier of (i) the final payment or other liquidation
                (or any
                advance with respect thereto) of the last Mortgage Loan and REO Property
                remaining in REMIC I and (ii) the purchase by the party designated
                in the
                Agreement at a price determined as provided in the Agreement from
                REMIC I of all
                the Mortgage Loans and all property acquired in respect of such Mortgage
                Loans.
                The Agreement permits, but does not require, the party designated
                in the
                Agreement to purchase from REMIC I all of the Mortgage Loans and
                all property
                acquired in respect of any Mortgage Loan at a price determined as
                provided in
                the Agreement. The exercise of such right will effect early retirement
                of the
                Certificates; however, such right to purchase is subject to the aggregate
                Stated
                Principal Balance of the Mortgage Loans and REO Properties remaining
                in the
                Trust Fund at the time of purchase being less than or equal to 10%
                of the
                aggregate principal balance of the Mortgage Loans as of the Cut-off
                Date.

               

              The
                recitals contained herein shall be taken as statements of the Depositor
                and the
                Trust Administrator assumes no responsibility for their
                correctness.

               

              Unless
                the certificate of authentication hereon has been executed by the
                Trust
                Administrator, by manual signature, this Certificate shall not be
                entitled to
                any benefit under the Agreement or be valid for any purpose.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Trust Administrator has caused this Certificate
                to be duly
                executed.

               

              Dated:
                November __, 2006

              
                	 	
                        WELLS
                          FARGO BANK, N.A., not in its individual capacity, but solely
                          as Trust
                          Administrator for the MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Officer

                      


              

               

               

              CERTIFICATE
                OF AUTHENTICATION

               

              This
                is
                one of the Certificates referred to in the within-mentioned
                Agreement.

               

              
                	 	
                        WELLS
                          FARGO BANK, N.A.,

                        as
                          Trust Administrator 

                      
	 	 	 
	 	
                        By:

                      	 
	 	 	
                        Authorized
                          Signatory

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ABBREVIATIONS

               

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

               

              
                	
                        TEN
                          COM - 

                      	
                        as
                          tenants in common

                      	
                        UNIF
                          GIFT MIN ACT -

                      	
                        Custodian 
                                 

                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts

                        to
                          Minors Act

                        __________________

                        (State)

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right

                        of
                          survivorship and not as

                        tenants
                          in common

                      	 


              

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

               

              ASSIGNMENT

               

              FOR
                VALUE
                RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto
                ________________________________________________________________


              


              
                	 	 	
                        .

                      


              

              (Please
                print or typewrite name, address including postal zip code, and Taxpayer
                Identification Number of assignee) a Percentage Interest equal to
                ____%
                evidenced by the within Mortgage Pass-Through Certificates and hereby
                authorize(s) the registration of transfer of such interest to assignee
                on the
                Certificate Register of the Trust Fund.

               

              I
                (we)
                further direct the Trust Administrator to issue a new Certificate
                of a like
                Percentage Interest and Class to the above named assignee and deliver
                such
                Certificate to the following address: 

               

              
                	 	 	 
	 	 	
                        .

                      


              

              


               

              
                	
                        Dated:

                      	 
	 	
                        Signature
                          by or on behalf of assignor

                      
	 	 
	 	 
	 	
                        Signature
                          Guaranteed

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of distribution:

               

              
                	
                        Distributions
                          shall be made, by wire transfer or otherwise, in immediately
                          available
                          

                      
	
                        funds
                          to

                      	 
	 
	
                        for
                          the account of

                      	 
	
                        account
                          number

                      	 	
                        or,
                          if mailed by check, to

                      
	 
	
                        Applicable
                          statements should be mailed to

                      	 
	 
	 
	
                        This
                          information is provided by

                      	 
	
                        assignee
                          named above, or

                      	 
	
                        its
                          agent.

                      	 


              

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              



              EXHIBIT
                B

               

              [RESERVED]

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              



              EXHIBIT
                C-1

               

              FORM
                OF
                INITIAL CERTIFICATION

               

              [Date]

              


              
                	
                        Mortgage
                          Asset Securitization Transactions, Inc.

                        1285
                          Avenue of the Americas

                        New
                          York, New York 10019

                      	
                        U.S.
                          Bank National Association 

                        60
                          Livingston Avenue

                        EP-MN-WS3D
                          

                        St.
                          Paul, MN 55107 

                        Attn:
                          Structured Finance/MASTR 2006-HE4

                      
	
                        Wells
                          Fargo Bank, N.A.

                        9062
                          Old Annapolis Road

                        Columbia,
                          Maryland 21045

                        Attn:
                          Client Manager: MABS 2006-HE4

                      	 


              

              


              
                	 	
                        Re:

                      	
                        Pooling
                          and Servicing Agreement, dated as of November 1,

                        2006,
                          among Mortgage Asset Securitization Transactions,

                        Inc.,
                          Wells Fargo Bank, N.A. as Master Servicer, Custodian

                        and
                          Trust Administrator, Wells Fargo Bank, N.A. as

                        Servicer,
                          Barclays
                          Capital Real Estate Inc. d/b/a HomEq

                        Servicing and
                          U.S. Bank National Association,

                        Mortgage
                          Pass-Through Certificates, Series
                          2006-HE4

                      


              

               

              Ladies
                and Gentlemen:

               

              Attached
                is the [Custodian’s] [Trustee’s] preliminary exception report delivered in
                accordance with Section 2.02 of the referenced Pooling and Servicing
                Agreement
                (the “Pooling and Servicing Agreement”). Capitalized terms used but not
                otherwise defined herein shall have the meanings set forth in the
                Pooling and
                Servicing Agreement.

               

              The
                [Custodian] [Trustee] has made no independent examination of any
                documents
                contained in each Mortgage File beyond the review specifically required
                in the
                Pooling and Servicing Agreement. The [Custodian] [Trustee] makes
                no
                representations as to (i) the validity, legality, sufficiency, enforceability
                or
                genuineness of any of the documents contained in the Mortgage File
                pertaining to
                the Mortgage Loans identified on the Mortgage Loan Schedule, (ii)
                the
                collectability, insurability, effectiveness or suitability of any
                such Mortgage
                Loan or (iii) whether any Mortgage File included any of the documents
                specified
                in clause (vi) of Section 2.01 of the Pooling and Servicing
                Agreement.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              Capitalized
                words and phrases used herein shall have the respective meanings
                assigned to
                them in the Pooling and Servicing Agreement. This Certificate is
                qualified in
                all respects by the terms of said Pooling and Servicing Agreement.

               

              
                	 	
                        [Custodian/
                          Trustee]

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              
 

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


               

              EXHIBIT
                C-2

               

              FORM
                OF
                FINAL CERTIFICATION

               

              [Date]

              


              
                	
                        Mortgage
                          Asset Securitization Transactions, Inc.

                        1285
                          Avenue of the Americas

                        New
                          York, New York 10019

                      	
                        U.S.
                          Bank National Association 

                        60
                          Livingston Avenue

                        EP-MN-WS3D
                          

                        St.
                          Paul, MN 55107 

                        Attn:
                          Structured Finance/MASTR 2006-HE4

                      
	
                        Wells
                          Fargo Bank, N.A.

                        9062
                          Old Annapolis Road

                        Columbia,
                          Maryland 21045 

                        Attn:
                          Client Manager: MABS 2006-HE4

                      	 


              

              


              
                	 	
                        Re:

                      	
                        Pooling
                          and Servicing Agreement, dated as of November 1,

                        2006,
                          among Mortgage Asset Securitization Transactions, Inc.,

                        Wells
                          Fargo Bank, N.A. as Master Servicer, Custodian

                        and
                          Trust Administrator, Wells Fargo Bank, N.A. as

                        Servicer,
                          Barclays
                          Capital Real Estate Inc. d/b/a HomEq

                        Servicing and
                          U.S. Bank National Association, Mortgage

                        Pass-Through
                          Certificates,
                          Series 2006-HE4

                      


              

               

              Ladies
                and Gentlemen:

               

              In
                accordance with Section 2.02 of the Pooling and Servicing Agreement,
                the
                undersigned, as [Custodian’s] [Trustee’s], hereby certifies that as to each
                Mortgage Loan listed in the Mortgage Loan Schedule (other than any
                Mortgage loan
                paid in full or listed on Schedule I hereto) it (or its custodian)
                has received
                the applicable documents listed in Section 2.01 of the Pooling and
                Servicing
                Agreement.

               

              The
                undersigned hereby certifies that as to each Mortgage Loan identified
                on the
                Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule
                I
                hereto, it has reviewed the documents listed above and has determined
                that each
                such document appears to be complete and, based on an examination
                of such
                documents, the information set forth in the Mortgage Loan Schedule
                is
                correct.

               

              The
                [Custodian’s] [Trustee’s] has made no independent examination of any documents
                contained in each Mortgage File beyond the review specifically required
                in the
                Pooling and Servicing Agreement. The [Custodian’s] [Trustee’s] makes no
                representations as to (i) the validity, legality, sufficiency, enforceability
                or
                genuineness of any of the documents contained in the Mortgage File
                pertaining to
                the Mortgage Loans identified on the Mortgage Loan Schedule, (ii)
                the
                collectability, insurability, effectiveness or suitability of any
                such Mortgage
                Loan or (iii) whether any Mortgage File included any of the documents
                specified
                in clause (vi) of Section 2.01 of the Pooling and Servicing
                Agreement.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              Capitalized
                words and phrases used herein shall have the respective meanings
                assigned to
                them in the Pooling and Servicing Agreement. This Certificate is
                qualified in
                all respects by the terms of said Pooling and Servicing Agreement.

               

              
                	 	
                        [CUSTODIAN/
                          TRUSTEE]

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                



              EXHIBIT
                C-3

               

              FORM
                OF
                RECEIPT OF MORTGAGE NOTES

               

              


              
                	
                        Mortgage
                          Asset Securitization Transactions, Inc.

                        1285
                          Avenue of the Americas

                        New
                          York, New York 10019

                      	
                        U.S.
                          Bank National Association 

                        60
                          Livingston Avenue 

                        EP-MN-WS3D
                          

                        St.
                          Paul, Minnesota 55107 

                        Attn:
                          Structured Finance/ MASTR 2006-HE4

                         

                      
	
                        Wells
                          Fargo Bank, N.A.

                        9062
                          Old Annapolis Road

                        Columbia,
                          Maryland 21045

                        Attn:
                          Client Manager: MABS 2006-HE4

                      	
                        Barclays
                          Capital Real Estate Inc. d/b/a HomEq Servicing 

                        4837
                          Watt Avenue

                        North
                          Highlands, California 95660

                      


              

              


               


              
                	 	
                        Re:

                      	
                        Pooling
                          and Servicing Agreement, dated as of November 1,

                        2006,
                          among Mortgage Asset Securitization Transactions,

                        Inc.,
                          Wells Fargo Bank, N.A. as Master Servicer, Custodian

                        and
                          Trust Administrator, Wells Fargo Bank, N.A. as

                        Servicer,
                          Barclays
                          Capital Real Estate Inc. d/b/a HomEq

                        Servicing and
                          U.S. Bank National Association, Mortgage

                        Pass-Through
                          Certificates, Series
                          2006-HE4

                      


              

               

              Ladies
                and Gentlemen:

               

              Pursuant
                to Section 2.01 of the Pooling and Servicing Agreement, dated as
                of November 1,
                2006, among Mortgage Asset Securitization Transactions, Inc. as Depositor,
                Wells
                Fargo Bank, N.A. as Master Servicer, Trust Administrator and Custodian
                (the
“Master Servicer”, the “Trust Administrator” and the “Custodian”), Wells Fargo
                Bank, N.A. as Servicer, Barclays
                Capital Real Estate Inc. d/b/a HomEq Servicing
                as
                Servicer (together with Wells Fargo, N.A., the “Servicers”) and U.S. Bank
                National Association as Trustee, we hereby acknowledge the receipt
                of the
                original Mortgage Notes (a copy of which is attached hereto as Exhibit
                1) with
                any exceptions thereto listed on Exhibit 2.

               

              
                	 	
                        [TRUSTEE/
                          CUSTODIAN]

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               


              EXHIBIT
                D

               

              FORMS
                OF
                ASSIGNMENT AGREEMENTS

               

              

                ASSIGNMENT
                  AND RECOGNITION AGREEMENT

                 

                THIS
                  ASSIGNMENT AND RECOGNITION AGREEMENT, dated November 30, 2006,
                  (“Agreement”)
                  among
                  UBS Real Estate Securities Inc. (“Assignor”),
                  Mortgage Asset Securitization Transactions, Inc. (“Assignee”)
                  and
                  EquiFirst Corporation (the “Company”):

                 

                For
                  and
                  in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
                  consideration the receipt and sufficiency of which hereby are acknowledged,
                  and
                  of the mutual covenants herein contained, the parties hereto hereby
                  agree as
                  follows:

                 

                Assignment
                  and Conveyance

                


                The
                  Assignor hereby conveys, sells, grants, transfers and assigns to
                  the Assignee
                  (x) all of the right, title and interest of the Assignor, as purchaser,
                  in, to
                  and under (a) those certain Mortgage Loans listed as being originated
                  by the
                  Company on the schedule (the “Mortgage
                  Loan Schedule”)
                  attached hereto as Exhibit A (the “Mortgage
                  Loans”)
                  and
                  (b) except as described below, that certain Master
                  Seller’s Purchase, Warranties and Interim Servicing Agreement dated as
                  of May 1,
                  2006,
                  as
                  amended (the “Purchase
                  Agreement”),
                  between the Assignor, as initial purchaser (the “Purchaser”),
                  and
                  the Company, as seller, solely insofar as the Purchase Agreement
                  relates to the
                  Mortgage Loans and (y) other than as provided below with respect
                  to the
                  enforcement of representations and warranties, none of the obligations
                  of the
                  Assignor under the Purchase Agreement.

                 

                The
                  Assignor specifically reserves and does not assign to the Assignee
                  hereunder any
                  and all right, title and interest in, to and under and any obligations
                  of the
                  Assignor with respect to any mortgage loans subject to the Purchase
                  Agreement
                  which are not the mortgage loans set forth on the Mortgage Loan
                  Schedule and are
                  not the subject of this Agreement.

                


                Recognition
                  of the Company

                


                From
                  and
                  after the date hereof, the Company shall and does hereby recognize
                  that the
                  Assignee will transfer the Mortgage Loans and assign its rights
                  under the
                  Purchase Agreement (solely to the extent set forth herein) and
                  this Agreement to
                  MASTR Asset-Backed Securities Trust 2006-HE4 (the “Trust”) created pursuant to a
                  Pooling and Servicing Agreement, dated as of November 1, 2006 (the
“Pooling
                  Agreement”), among
                  the
                  Assignee, Wells Fargo Bank, N.A. as master servicer and trust administrator
                  (including its successors in interest and any successor servicers
                  under the
                  Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Wells Fargo
                  Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq Servicing
                  as
                  servicers and U.S. Bank National Association, as trustee (including
                  its successors in interest and any successor trustees under the
                  Pooling
                  Agreement,
                  the
“Trustee”).
                  The
                  Company hereby acknowledges and agrees that from and after the
                  date hereof
                  (i) the Trust will be the owner of the Mortgage Loans, (ii) the
                  Company shall look solely to the Trust for performance of any obligations
                  of the
                  Assignor insofar as they relate to the enforcement of the representations,
                  warranties and covenants with respect to the Mortgage Loans, (iii) the
                  Trust (including the Trustee and the Servicer acting on the Trust’s behalf)
                  shall have all the rights and remedies available to the Assignor,
                  insofar as
                  they relate to the Mortgage Loans, under the Purchase Agreement,
                  including,
                  without limitation, the enforcement of the document delivery requirements
                  and
                  remedies with respect to breaches of representations and warranties
                  set forth in
                  the Purchase Agreement, and shall be entitled to enforce all of
                  the obligations
                  of the Company thereunder insofar as they relate to the Mortgage
                  Loans, and
                  (iv) all references to the Purchaser (insofar as they relate to the
                  rights,
                  title and interest and, with respect to obligations of the Purchaser,
                  only
                  insofar as they relate to the enforcement of the representations,
                  warranties and
                  covenants of the Company) or the Custodian under the Purchase Agreement
                  insofar
                  as they relate to the Mortgage Loans, shall be deemed to refer
                  to the Trust
                  (including the Trustee and the Servicer acting on the Trust’s behalf). Neither
                  the Company nor the Assignor shall amend or agree to amend, modify,
                  waiver, or
                  otherwise alter any of the terms or provisions of the Purchase
                  Agreement which
                  amendment, modification, waiver or other alteration would in any
                  way affect the
                  Mortgage Loans or the Company’s performance under the Purchase Agreement with
                  respect to the Mortgage Loans without the prior written consent
                  of the
                  Trustee.

                 

                Representations
                  and Warranties of the Company

                


                1.  The
                  Company warrants and represents to the Assignor, the Assignee and
                  the Trust as
                  of the date hereof that:

                 

                (a)  The
                  Company is duly organized, validly existing and in good standing
                  under the laws
                  of the jurisdiction of its incorporation;

                 

                (b)  The
                  Company has full corporate power and authority to execute, deliver
                  and perform
                  its obligations under this Agreement and has full corporate power
                  and authority
                  to perform its obligations under the Purchase Agreement. The execution
                  by the
                  Company of this Agreement is in the ordinary course of the Company’s business
                  and will not conflict with, or result in a breach of, any of the
                  terms,
                  conditions or provisions of the Company’s charter or bylaws or any legal
                  restriction, or any material agreement or instrument to which the
                  Company is now
                  a party or by which it is bound, or result in the violation of
                  any law, rule,
                  regulation, order, judgment or decree to which the Company or its
                  property is
                  subject. The execution, delivery and performance by the Company
                  of this
                  Agreement have been duly authorized by all necessary corporate
                  action on part of
                  the Company. This Agreement has been duly executed and delivered
                  by the Company,
                  and, upon the due authorization, execution and delivery by the
                  Assignor and the
                  Assignee, will constitute the valid and legally binding obligation
                  of the
                  Company, enforceable against the Company in accordance with its
                  terms except as
                  enforceability may be limited by bankruptcy, reorganization, insolvency,
                  moratorium or other similar laws now or hereafter in effect relating
                  to
                  creditors’ rights generally, and by general principles of equity regardless
                  of
                  whether enforceability is considered in a proceeding in equity
                  or at law;


                 

                (c)  No
                  consent, approval, order or authorization of, or declaration, filing
                  or
                  registration with, any governmental entity is required to be obtained
                  or made by
                  the Company in connection with the execution, delivery or performance
                  by the
                  Company of this Agreement; and

                 

                (d)  There
                  is
                  no action, suit, proceeding or investigation pending or, to the
                  best of the
                  Company’s knowledge, threatened against the Company, before any court,
                  administrative agency or other tribunal, which would draw into
                  question the
                  validity of this Agreement or the Purchase Agreement, or which,
                  either in any
                  one instance or in the aggregate, would result in any material
                  adverse change in
                  the ability of the Company to perform its obligations under this
                  Agreement or
                  the Purchase Agreement, and the Company is solvent. 

                 

                2.  Pursuant
                  to Section 8 of the Purchase Agreement, the Company hereby represents
                  and
                  warrants, for the benefit of the Assignor, the Assignee and the
                  Trust, that the
                  representations and warranties set forth in Section 3.01 of the
                  Purchase
                  Agreement (set forth on Schedule 1 hereto) are true and correct
                  as of the date
                  of this Agreement (the “Closing Date”) as if such representations and warranties
                  were made on such Closing Date, and that the representations and
                  warranties set
                  forth in Section 3.02 of the Purchase Agreement (set forth on Sechedule
                  1
                  hereto) are true and correct as of the related Servicing Transfer
                  Date (as
                  defined in the Purchase Agreement).

                 

                3.  The
                  Assignor hereby makes the following representations and warranties
                  as of the
                  date hereof:

                 

                (a)  Each
                  Mortgage Loan at the time it was made complied in all material
                  respects with
                  applicable local, state, and federal laws, including, but not limited
                  to, all
                  applicable predatory and abusive lending laws;

                 

                (b)  None
                  of
                  the Mortgage Loans are High Cost as defined by any applicable predatory
                  and
                  abusive lending laws; 

                 

                (c)  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®
                  Glossary
                  which is now Version 5.7 Revised, Appendix E); 

                 

                (d)  No
                  Mortgage Loan originated on or after October 1, 2002 through March
                  6, 2003 is
                  governed by the Georgia Fair Lending Act; and

                 

                (e)  To
                  the
                  best of the Assignor’s knowledge, with respect to the
                  representations and warranties set forth in Section
                  3.02, nothing has occurred in the period of time from the Servicing
                  Transfer
                  Date (as defined in the Purchase Agreement) to the date hereof
                  which would cause
                  such representation and warranties to be untrue in any material
                  respect as of
                  the date hereof. 

                 

                In
                  addition to the foregoing, within  60 days
                  of
                  the earlier of discovery by the Assignor or receipt of notice by
                  the Assignor of
                  (i) the breach of any representation or warranty of the
                  Company
                  set forth in Section 3.02
                  of
                  the Purchase Agreement which materially and adversely affects the
                  interests of
                  the Certificateholders in any of the Mortgage Loan and for which
                  the Company has
                  failed to cure such breach in accordance with the terms of the
                  Purchase
                  Agreement and (ii)(a) the fact that the Company is no longer an
                  operating
                  company or (b) an Officers’ Certificate certifying to the fact that the Company
                  is financially unable to cure such breach pursuant to the terms
                  of the Purchase
                  Agreement, the Assignor shall take such action described in Section
                  2.03 of the
                  Pooling Agreement in respect of such Mortgage Loan. Such obligation
                  of the
                  Assignor shall continue until such time that the Rating Agencies
                  inform the
                  Assignee and the Assignor in writing that such obligation is no
                  longer required
                  in order for the Rating Agencies to maintain their then-current
                  ratings on the
                  Certificates.

                 

                Remedies
                  for Breach of Representations and Warranties

                


                The
                  Company hereby acknowledges and agrees that the remedies available
                  to the
                  Assignor, the Assignee and the Trust (including the Trustee and
                  the Servicer
                  acting on the Trust’s behalf) in connection with any breach of the
                  representations and warranties made by the Company set forth in
                  Section 2 hereof
                  shall be as set forth in Subsection 3.01 of the Purchase Agreement
                  as if they
                  were set forth herein (including without limitation the repurchase
                  and indemnity
                  obligations set forth therein). In addition, the Company hereby
                  acknowledges and
                  agrees that any breach of the representations set forth in Section
                  3.02 (h),
                  (n), (ee), (pp), (uu), (vv), (ggg), (hhh), (iii), (jjj) or (ooo)
                  of the Purchase
                  Agreement shall be deemed to materially and adversely affect the
                  value of the
                  related mortgage loans or the interests of the Trust in the related
                  mortgage
                  loans. 

                 

                The
                  Assignor hereby acknowledges and agrees that the remedies available
                  to the
                  Assignee and the Trust (including the Trustee and the Master Servicer
                  acting on
                  the Trust’s behalf) in connection with any breach of the representations
                  and
                  warranties made by the Assignor set forth in Section 3 hereof shall
                  be as set
                  forth in Section 2.03 of the Pooling Agreement as if they were
                  set forth herein.
The
                  Assignor hereby acknowledges and agrees that a breach of any one
                  of the
                  representations set forth in Section 3 above will be deemed to
                  materially
                  adversely affect the interests of the certificateholders and shall
                  require a
                  repurchase of the affected Mortgage Loan(s).

                 

                 

                Miscellaneous

                


                4.  This
                  Agreement shall be construed in accordance with the laws of the
                  State of New
                  York, without regard to conflicts of law principles, and the obligations,
                  rights
                  and remedies of the parties hereunder shall be determined in accordance
                  with
                  such laws. 

                 

                5.  No
                  term
                  or provision of this Agreement may be waived or modified unless
                  such waiver or
                  modification is in writing and signed by the party against whom
                  such waiver or
                  modification is sought to be enforced, with the prior written consent
                  of the
                  Trustee. 

                 

                6.  This
                  Agreement shall inure to the benefit of (i) the successors and
                  assigns of the
                  parties hereto and (ii) the Trust (including the Trustee and the
                  Servicer acting
                  on the Trust’s behalf). Any entity into which Assignor, Assignee or Company
                  may
                  be merged or consolidated shall, without the requirement for any
                  further
                  writing, be deemed Assignor, Assignee or Company, respectively,
                  hereunder.

                 

                7.  Each
                  of
                  this Agreement and the Purchase Agreement shall survive the conveyance
                  of the
                  Mortgage Loans and the assignment of the Purchase Agreement (to
                  the extent
                  assigned hereunder) by Assignor to Assignee and by Assignee to
                  the Trust and
                  nothing contained herein shall supersede or amend the terms of
                  the Purchase
                  Agreement.

                 

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

                 

                9.  In
                  the
                  event that any provision of this Agreement conflicts with any provision
                  of the
                  Purchase Agreement with respect to the Mortgage Loans, the terms
                  of this
                  Agreement shall control. 

                 

                10.  Capitalized
                  terms used in this Agreement (including the exhibits hereto) but
                  not defined in
                  this Agreement shall have the meanings given to such terms in the
                  Purchase
                  Agreement.

                 

                 

                [SIGNATURE
                  PAGE FOLLOWS]

                



                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                



                 

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

                 

                


                
                  	 	 	 	 	 	 	 	
                          UBS
                            REAL ESTATE SECURITIES INC.

                        
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                          By:

                        	 
	 	 	 	 	 	 	 	
                          Name:

                        	 
	 	 	 	 	 	 	 	
                          Title:

                        	 


                

                 

                


                
                  	 	 	 	 	 	 	 	
                          By:

                        	 
	 	 	 	 	 	 	 	
                          Name:

                        	 
	 	 	 	 	 	 	 	
                          Title:

                        	 


                

                 

                


                
                  	 	 	 	 	 	 	 	
                          MORTGAGE
                            ASSET SECURITIZATION TRANSACTIONS, INC.

                        
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                          By:

                        	 
	 	 	 	 	 	 	 	
                          Name:

                        	 
	 	 	 	 	 	 	 	
                          Title:

                        	 


                

                 

                


                
                  	 	 	 	 	 	 	 	
                          By:

                        	 
	 	 	 	 	 	 	 	
                          Name:

                        	 
	 	 	 	 	 	 	 	
                          Title:

                        	 


                

                 

                


                
                  	 	 	 	 	 	 	 	
                          EQUIFIRST
                            CORPORATION

                        
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                          By:

                        	 
	 	 	 	 	 	 	 	
                          Name:

                        	 
	 	 	 	 	 	 	 	
                          Title:

                        	 


                

                 

                


                 

                



                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                EXHIBIT
                  A

                


                Mortgage
                  Loan Schedule

                


                AVAILABLE
                  UPON REQUEST


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                SCHEDULE
                  1

                


                Limitations
                  on Representations and Warranties

                


                Capitalized
                  terms used herein but not defined in this Schedule 1 shall have
                  the meanings
                  given to such terms in the Purchase Agreement:

                 

                Section
                  3.01 Representations
                  and Warranties of the Company.
                  

                 

                The
                  Company represents, warrants and covenants to the Purchaser that
                  as of each
                  Closing Date and as of each Servicing Transfer Date or as of such
                  date
                  specifically provided herein:

                 

                (a)  The
                  Company is a corporation duly organized and validly existing under
                  the laws of
                  North Carolina. The Company has all licenses necessary to carry
                  out its business
                  as now being conducted, and is licensed and qualified to transact
                  business in
                  and is in good standing under the laws of each state in which any
                  Mortgaged
                  Property is located or is otherwise exempt under applicable law
                  from such
                  licensing or qualification or is otherwise not required under applicable
                  law to
                  effect such licensing or qualification and no demand for such licensing
                  or
                  qualification has been made upon the Company by any such state,
                  and in any event
                  the Company is in compliance with the laws of any such state to
                  the extent
                  necessary to ensure the enforceability of each Mortgage Loan and
                  the interim
                  servicing of the Mortgage Loans in accordance with the terms of
                  this Agreement.
                  No licenses or approvals obtained by the Company have been suspended
                  or revoked
                  by any court, administrative agency, arbitrator or governmental
                  body and no
                  proceedings are pending which might result in such suspension or
                  revocation;

                 

                (b)  The
                  Company has the full power and authority and legal right to hold,
                  transfer and
                  convey each Mortgage Loan, to sell each Mortgage Loan and to execute,
                  deliver
                  and perform, and to enter into and consummate all transactions
                  contemplated by
                  this Agreement and the related Confirmation and to conduct its
                  business as
                  presently conducted; the Company has duly authorized the execution,
                  delivery and
                  performance of this Agreement and any agreements contemplated hereby,
                  has duly
                  executed and delivered this Agreement and the related Confirmation,
                  and any
                  agreements contemplated hereby, and this Agreement and the related
                  Confirmation
                  and each Assignment of Mortgage to the Purchaser and any agreements
                  contemplated
                  hereby, constitute the legal, valid and binding obligations of
                  the Company,
                  enforceable against it in accordance with their respective terms,
                  except as such
                  enforceability may be limited by bankruptcy, insolvency, moratorium,
                  reorganization and similar laws, and by equitable principles affecting
                  the
                  enforceability of the rights of creditors; and all requisite corporate
                  action
                  has been taken by the Company to make this Agreement, the related
                  Confirmation
                  and all agreements contemplated hereby valid and binding upon the
                  Company in
                  accordance with their terms;

                 

                (c)  Neither
                  the execution and delivery of this Agreement, the related Confirmation,
                  the sale
                  of the Mortgage Loans to the Purchaser, the consummation of the
                  transactions
                  contemplated hereby, nor the fulfillment of or compliance with
                  the terms and
                  conditions of this Agreement and the related Confirmation will
                  conflict with any
                  of the terms, conditions or provisions of the Company’s charter or by-laws or
                  materially conflict with or result in a material breach of any
                  of the terms,
                  conditions or provisions of any legal restriction or any agreement
                  or instrument
                  to which the Company is now a party or by which it is bound, or
                  constitute a
                  default or result in an acceleration under any of the foregoing,
                  or result in
                  the material violation of any law, rule, regulation, order, judgment
                  or decree
                  to which the Company or its property is subject;

                 

                (d)  There
                  is
                  no litigation, suit, proceeding or investigation pending or threatened,
                  or any
                  order or decree outstanding, which is reasonably likely to have
                  a material
                  adverse effect on the sale of the Mortgage Loans, the execution,
                  delivery,
                  performance or enforceability of this Agreement or the related
                  Confirmation, or
                  which is reasonably likely to have a material adverse effect on
                  the financial
                  condition of the Company;

                 

                (e)  No
                  consent, approval, authorization or order of any court or governmental
                  agency or
                  body is required for the execution, delivery and performance by
                  the Company of
                  or compliance by the Company with this Agreement and the related
                  Confirmation,
                  except for consents, approvals, authorizations and orders which
                  have been
                  obtained;

                 

                (f)  The
                  consummation of the transactions contemplated by this Agreement
                  and the related
                  Confirmation are in the ordinary course of business of the Company,
                  and the
                  transfer, assignment and conveyance of the Mortgage Notes and the
                  Mortgages by
                  the Company pursuant to this Agreement and the related Confirmation
                  are not
                  subject to bulk transfer or any similar statutory provisions in
                  effect in any
                  applicable jurisdiction;

                 

                (g)  The
                  origination, servicing and collection practices with respect to
                  each Mortgage
                  Note and Mortgage have been legal and in accordance with applicable
                  laws and
                  regulations, and in all material respects in accordance with Accepted
                  Servicing
                  Practices. The Company further represents and warrants that: with
                  respect to
                  escrow deposits and payments that the Company is entitled to collect,
                  all such
                  payments are in the possession of, or under the control of, the
                  Company or its
                  delegate, and there exist no deficiencies in connection therewith
                  for which
                  customary arrangements for repayment thereof have not been made;
                  all escrow
                  payments have been collected and are being maintained in full compliance
                  with
                  applicable state and federal law and the provisions of the related
                  Mortgage Note
                  and Mortgage; as to any Mortgage Loan that is the subject of an
                  escrow, escrow
                  of funds is not prohibited by applicable law and has been established
                  in an
                  amount sufficient to pay for every escrowed item that remains unpaid
                  and has
                  been assessed but is not yet due and payable; no escrow deposits
                  or other
                  charges or payments due under the Mortgage Note have been capitalized
                  under any
                  Mortgage or the related Mortgage Note; all Mortgage Interest Rate
                  adjustments
                  have been made in strict compliance with state and federal law
                  and the terms of
                  the related Mortgage Note; and any interest required to be paid
                  pursuant to
                  state and local law has been properly paid and credited;

                 

                (h)  The
                  Company has not used selection procedures that identified the Mortgage
                  Loans as
                  being less desirable or valuable than other comparable mortgage
                  loans in the
                  Company’s portfolio at the related Closing Date; 

                 

                (i)  The
                  Company will treat the transfer of the Mortgage Loans to the Purchaser
                  as a sale
                  for reporting and accounting purposes and, to the extent appropriate,
                  for
                  federal income tax purposes. The Company shall maintain a complete
                  set of books
                  and records for each Mortgage Loan which shall be clearly marked
                  to reflect the
                  ownership of such Mortgage Loan by the Purchaser; 

                 

                (j)  The
                  Company is an approved seller/servicer of residential mortgage
                  loans for HUD,
                  with such facilities, procedures and personnel necessary for the
                  sound servicing
                  of such mortgage loans. The Company is duly qualified, licensed,
                  registered and
                  otherwise authorized under all applicable federal, state and local
                  laws and
                  regulations and is in good standing to sell mortgage loans to and
                  service
                  mortgage loans; 

                 

                (k)  The
                  Company does not believe, nor does it have any cause or reason
                  to believe, that
                  it cannot perform each and every covenant contained in this Agreement
                  and the
                  related Confirmation applicable to it. The Company is solvent and
                  the sale of
                  the Mortgage Loans will not cause the Company to become insolvent.
                  The sale of
                  the Mortgage Loans is not undertaken with the intent to hinder,
                  delay or defraud
                  any of the Company’s creditors;

                 

                (l)  No
                  statement, tape, diskette, form, report or other document prepared
                  by, or on
                  behalf of, the Company pursuant to this Agreement, the related
                  Confirmation or
                  in connection with the transactions contemplated hereby, contains
                  or will
                  contain any statement that is or will be inaccurate or misleading
                  in any
                  material respect;

                 

                (m)  The
                  consideration received by the Company upon the sale of the Mortgage
                  Loans
                  constitutes fair consideration and reasonably equivalent value
                  for such Mortgage
                  Loans;

                 

                (n)  The
                  Company has delivered to the Initial Purchaser financial statements
                  as to its
                  last two complete fiscal years. All such financial statements fairly
                  present the
                  pertinent results of operations and changes in financial position
                  for each of
                  such periods and the financial position at the end of each such
                  period of the
                  Company and its subsidiaries and have been prepared in accordance
                  with GAAP
                  consistently applied throughout the periods involved, except as
                  set forth in the
                  notes thereto. There has been no change in the business, operations,
                  financial
                  condition, properties or assets of the Company since the date of
                  the Company’s
                  financial statements that would have a material adverse effect
                  on its ability to
                  perform its obligations under this Agreement or the related Confirmation;
                  

                 

                (o)  The
                  Company has not dealt with any broker, investment banker, agent
                  or other person
                  that may be entitled to any commission or compensation in connection
                  with the
                  sale of the Mortgage Loans; and

                 

                (p)  The
                  Company is a member of MERS in good standing, and will comply in
                  all material
                  respects with the rules and procedures of MERS in connection with
                  the servicing
                  of the MERS Mortgage Loans for as long as such Mortgage Loans are
                  registered
                  with MERS.

                 

                Section
                  3.02 Representations
                  and Warranties as to Individual Mortgage Loans.

                 

                The
                  Company hereby represents and warrants to the Purchaser, as to
                  each Mortgage
                  Loan, as of the related Closing Date and as of the related Servicing
                  Transfer
                  Date as follows:

                 

                (a)  The
                  information set forth in the related Mortgage Loan Schedule, including
                  any
                  diskette or other related data tapes sent to the Initial Purchaser,
                  is complete,
                  true and correct in all material respects;

                 

                (b)  The
                  Mortgage creates a (A) first lien and first priority security interest
                  with
                  respect to each Mortgage Loan which is indicated by the Company
                  to be a First
                  Lien (as reflected on the Mortgage Loan Schedule) or (B) second
                  lien and second
                  priority security interest with respect to each Mortgage Loan which
                  is indicated
                  by the Company to be a Second Lien (as reflected on the Mortgage
                  Loan Schedule),
                  in either case, in the related Mortgaged Property securing the
                  related Mortgage
                  Note;

                 

                (c)  As
                  of the
                  related Closing Date, the Mortgage Loan is not delinquent in payment
                  more than
                  30 days and has not been dishonored; there are no material defaults
                  under the
                  terms of the Mortgage Loan; the Company has not advanced funds,
                  or induced,
                  solicited or knowingly received any advance of funds from a party
                  other than the
                  owner of the Mortgaged Property subject to the Mortgage, directly
                  or indirectly,
                  for the payment of any amount required by the Mortgage Loan; no
                  payment with
                  respect to each Mortgage Loan has been contractually delinquent
                  during the
                  preceding twelve-month period;

                 

                (d)  To
                  the
                  best of the Company’s knowledge, all taxes, governmental assessments, insurance
                  premiums, water, sewer and municipal charges, leasehold payments
                  or ground rents
                  which previously became due and owing have been paid, or escrow
                  funds have been
                  established in an amount sufficient to pay for every such escrowed
                  item which
                  remains unpaid and which has been assessed but is not yet due and
                  payable;

                 

                (e)  The
                  terms
                  of the Mortgage Note and the Mortgage have not been impaired, waived,
                  altered or
                  modified in any respect, except by written instruments which have
                  been recorded
                  to the extent any such recordation is required by law. No instrument
                  of waiver,
                  alteration or modification has been executed, and no Mortgagor
                  has been
                  released, in whole or in part, from the terms thereof except in
                  connection with
                  an assumption agreement and which assumption agreement is part
                  of the Mortgage
                  File and the terms of which are reflected in the related Mortgage
                  Loan Schedule;
                  the substance of any such waiver, alteration or modification has
                  been approved
                  by the issuer of any related title insurance policy, to the extent
                  required by
                  the related policy.

                 

                (f)  The
                  Mortgage Note and the Mortgage are not subject to any right of
                  rescission,
                  set-off, counterclaim or defense, including, without limitation,
                  the defense of
                  usury, nor will the operation of any of the terms of the Mortgage
                  Note or the
                  Mortgage, or the exercise of any right thereunder, render the Mortgage
                  Note or
                  Mortgage unenforceable, in whole or in part, or subject 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; and the Mortgagor was not a debtor
                  in any state
                  or federal bankruptcy or insolvency proceeding at the time the
                  Mortgage Loan was
                  originated;

                 

                (g)  All
                  buildings or other customarily insured improvements upon the Mortgaged
                  Property
                  are insured by a Qualified Insurer, against loss by fire, windstorm,
                  hurricane,
                  hail damage or other perils normally under extended coverage endorsement,
                  in an
                  amount representing coverage not less than the lesser of (i) the
                  lesser of (a)
                  the maximum insurable value of the improvements securing such Mortgage
                  Loans and
                  (b) the full replacement cost of the improvements securing such
                  Mortgage Loan,
                  and (ii) the greater of (a) either (1) the outstanding principal
                  balance of the
                  Mortgage Loan with respect to each Mortgage Loan which is indicated
                  by the
                  Company to be a First Lien (as reflected on the Mortgage Loan Schedule)
                  or (2)
                  with respect to each Second Lien Mortgage Loan, the sum of the
                  outstanding
                  principal balance of the first lien on such Mortgage Loan and the
                  outstanding
                  principal balance of such Second Lien Mortgage Loan, and (b) an
                  amount such that
                  the proceeds thereof shall be sufficient to prevent the Mortgagor
                  and/or the
                  mortgagee from becoming a co-insurer, but in no event greater than
                  the maximum
                  amount permitted under applicable law. All such standard hazard
                  policies are in
                  full force and effect and on the date of origination contained
                  a standard
                  mortgagee clause naming the Company and its successors in interest
                  and assigns
                  as loss payee and such clause is still in effect and all premiums
                  due thereon
                  have been paid. If required by the Flood Disaster Protection Act
                  of 1973, as
                  amended, the Mortgage Loan is covered by a flood insurance policy
                  meeting the
                  requirements of the current guidelines of the Federal Insurance
                  Administration,
                  in an amount not less than the amount required by the Flood Disaster
                  Protection
                  Act of 1973, as amended. Such policy was issued by a Qualified
                  Insurer. The
                  Mortgage obligates the Mortgagor thereunder to maintain all such
                  insurance at
                  the Mortgagor’s cost and expense, and upon the Mortgagor’s failure to do so,
                  authorizes the holder of the Mortgage to maintain such insurance
                  at the
                  Mortgagor’s cost and expense and to seek reimbursement therefor from the
                  Mortgagor;

                 

                (h)  Each
                  Mortgage Loan and, if any, the related prepayment penalty complied
                  in all
                  material respects with any and all requirements of any federal,
                  state or local
                  law including, without limitation, usury, truth in lending, real
                  estate
                  settlement procedures, consumer credit protection, equal credit
                  opportunity,
                  fair housing, disclosure, or predatory, fair and abusive lending
                  laws applicable
                  to the origination and servicing of loans of a type similar to
                  the Mortgage
                  Loans and the consummation of the transactions contemplated hereby
                  will not
                  involve the violation of any such laws;

                 

                (i)  The
                  Mortgage has not been satisfied, canceled or subordinated (other
                  than the
                  subordination of any Second Lien Mortgage Loan to the related First
                  Lien), in
                  whole or in part, or rescinded, and the Mortgaged Property has
                  not been released
                  from the lien of the Mortgage, in whole or in part nor has any
                  instrument been
                  executed that would effect any such release, cancellation, subordination
                  or
                  rescission. The Company has not waived the performance by the Mortgagor
                  of any
                  action, if the Mortgagor’s failure to perform such action would cause the
                  Mortgage Loan to be in default, nor has the Company waived any
                  default resulting
                  from any action or inaction by the Mortgagor;

                 

                (j)  The
                  related Mortgage is a valid, subsisting, enforceable and perfected
                  (A) first
                  lien and first priority security interest with respect to each
                  Mortgage Loan
                  which is indicated by the Company to be a First Lien (as reflected
                  on the
                  Mortgage Loan Schedule), or (B) second lien and second priority
                  security
                  interest with respect to each Mortgage Loan which is indicated
                  by the Company to
                  be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan
                  Schedule), in
                  either case, on the Mortgaged Property including all buildings
                  on the Mortgaged
                  Property and all installations and mechanical, electrical, plumbing,
                  heating and
                  air conditioning systems affixed to such buildings, and all additions,
                  alterations and replacements made at any time with respect to the
                  foregoing
                  securing the Mortgage Note’s original principal balance. The Mortgage and the
                  Mortgage Note do not contain any evidence of any security interest
                  or other
                  interest or right thereto. Such lien is free and clear of all adverse
                  claims,
                  liens and encumbrances having priority over the first lien of the
                  Mortgage
                  subject only to (1) the lien of non-delinquent current real property
                  taxes and
                  assessments not yet due and payable, (2) covenants, conditions
                  and restrictions,
                  rights of way, easements and other matters of the public record
                  as of the date
                  of recording which are acceptable to mortgage lending institutions
                  generally and
                  either (A) which are referred to or otherwise considered in the
                  appraisal made
                  for the originator of the Mortgage Loan, or (B) which do not adversely
                  affect
                  the appraised value of the Mortgaged Property as set forth in such
                  appraisal,
                  (3) other matters to which like properties are commonly subject
                  which do not
                  materially interfere with the benefits of the security intended
                  to be provided
                  by the Mortgage or the use, enjoyment, value or marketability of
                  the related
                  Mortgaged Property and (4) with respect to each Mortgage Loan which
                  is indicated
                  by the Company to be a Second Lien Mortgage Loan (as reflected
                  on the Mortgage
                  Loan Schedule) a First Lien on the Mortgaged Property. Any security
                  agreement,
                  chattel mortgage or equivalent document related to and delivered
                  in connection
                  with the Mortgage Loan establishes and creates a valid, subsisting,
                  enforceable
                  and perfected (A) first lien and first priority security interest
                  with respect
                  to each Mortgage Loan which is indicated by the Company to be a
                  First Lien (as
                  reflected on the Mortgage Loan Schedule), or (B) second lien and
                  second priority
                  security interest with respect to each Mortgage Loan which is indicated
                  by the
                  Company to be a Second Lien Mortgage Loan (as reflected on the
                  Mortgage Loan
                  Schedule), in either case, on the property described therein, and
                  the Company
                  has the full right to sell and assign the same to the Purchaser;

                 

                (k)  The
                  Mortgage Note and the related Mortgage are original and genuine
                  and each is the
                  legal, valid and binding obligation of the maker thereof, enforceable
                  in all
                  respects in accordance with its terms subject to bankruptcy, insolvency,
                  moratorium, reorganization and other laws of general application
                  affecting the
                  rights of creditors and by general equitable principles and the
                  Company has
                  taken all action necessary to transfer such rights of enforceability
                  to the
                  Purchaser. All parties to the Mortgage Note and the Mortgage had
                  the legal
                  capacity to enter into the Mortgage Loan and to execute and deliver
                  the Mortgage
                  Note and the Mortgage. The Mortgage Note and the Mortgage have
                  been duly and
                  properly executed by such parties. No fraud, error, omission, misrepresentation,
                  negligence or similar occurrence with respect to a Mortgage Loan
                  has taken place
                  on the part of the Company or the Mortgagor, or, to the best of
                  the Company’s
                  knowledge, any other party involved in the origination or servicing
                  of the
                  Mortgage Loan. The proceeds of the Mortgage Loan have been fully
                  disbursed and
                  there is no requirement for future advances thereunder, and any
                  and all
                  requirements as to completion of any on-site or off-site improvements
                  and as to
                  disbursements of any escrow funds therefor have been complied with.
                  All costs,
                  fees and expenses incurred in making or closing the Mortgage Loan
                  and the
                  recording of the Mortgage were paid or are in the process of being
                  paid, and the
                  Mortgagor is not entitled to any refund of any amounts paid or
                  due under the
                  Mortgage Note or Mortgage;

                 

                (l)  The
                  Company is the sole owner of record and holder of the Mortgage
                  Loan and the
                  indebtedness evidenced by the Mortgage Note, and upon recordation
                  the Purchaser
                  or its designee will be the owner of record of the Mortgage and
                  the indebtedness
                  evidenced by the Mortgage Note, and upon the sale of the Mortgage
                  Loan to the
                  Purchaser, the Company will retain the Servicing File in trust
                  for the Purchaser
                  only for the purpose of interim servicing and supervising the interim
                  servicing
                  of the Mortgage Loan. Immediately prior to the transfer and assignment
                  to the
                  Purchaser on the related Closing Date, the Mortgage Loan, including
                  the Mortgage
                  Note and the Mortgage, were not subject to an assignment or pledge,
                  and the
                  Company had good and marketable title to and was the sole owner
                  thereof and had
                  full right to transfer and sell the Mortgage Loan to the Purchaser
                  free and
                  clear of any encumbrance, equity, lien, pledge, charge, claim or
                  security
                  interest and has the full right and authority subject to no interest
                  or
                  participation of, or agreement with, any other party, to sell and
                  assign the
                  Mortgage Loan pursuant to this Agreement and following the sale
                  of the Mortgage
                  Loan, the Purchaser will own such Mortgage Loan free and clear
                  of any
                  encumbrance, equity, participation interest, lien, pledge, charge,
                  claim or
                  security interest. The Company intends to relinquish all rights
                  to possess,
                  control and monitor the Mortgage Loan, except for the purposes
                  of interim
                  servicing the Mortgage Loan as set forth in this Agreement. Each
                  Mortgagor is a
                  natural person;

                 

                (m)  Each
                  Mortgage Loan is covered by an ALTA lender’s title insurance policy issued by a
                  title insurer acceptable to prudent lenders in the secondary market
                  with respect
                  to title insurance and qualified to do business in the jurisdiction
                  where the
                  Mortgaged Property is located, insuring (subject to the exceptions
                  contained in
                  (j)(1), (2) and (3) above and, with respect to each Mortgage Loan
                  which is
                  indicated by the Company to be a Second Lien Mortgage Loan (as
                  reflected on the
                  Mortgage Loan Schedule) clause (4)) the Company, its successors
                  and assigns, as
                  to the first (or, where applicable, second) priority lien of the
                  Mortgage in the
                  original principal amount of the Mortgage Loan and, with respect
                  to each
                  Adjustable Rate Mortgage Loan, against any loss by reason of the
                  invalidity or
                  unenforceability of the lien resulting from the provisions of the
                  Mortgage
                  providing for adjustment in the Mortgage Interest Rate and Monthly
                  Payment.
                  Additionally, such policy affirmatively insures ingress and egress
                  to and from
                  the Mortgaged Property. Where required by applicable state law
                  or regulation,
                  the Mortgagor has been given the opportunity to choose the carrier
                  of the
                  required mortgage title insurance. The Company, its successors
                  and assigns, are
                  the sole insureds of such lender’s title insurance policy, such title insurance
                  policy has been duly and validly endorsed to the Purchaser or the
                  assignment to
                  the Purchaser of the Company’s interest therein does not require the consent of
                  or notification to the insurer and such lender’s title insurance policy is in
                  full force and effect and will be in full force and effect upon
                  the consummation
                  of the transactions contemplated by this Agreement and the related
                  Confirmation.
                  No claims have been made under such lender’s title insurance policy, and no
                  prior holder of the related Mortgage, including the Company, has
                  done, by act or
                  omission, anything which would impair the coverage of such lender’s title
                  insurance policy;

                 

                (n)  There
                  is
                  no default, breach, violation or event of acceleration existing
                  under the
                  Mortgage or the related Mortgage Note and no event which, with
                  the passage of
                  time or with notice and the expiration of any grace or cure period,
                  would
                  constitute a default, breach, violation or event permitting acceleration;
                  and
                  neither the Company nor any prior mortgagee has waived any default,
                  breach,
                  violation or event permitting acceleration. With respect to each
                  Mortgage Loan
                  which is indicated by the Company to be a Second Lien Mortgage
                  Loan (as
                  reflected on the Mortgage Loan Schedule) (i) the First Lien is
                  in full force and
                  effect, (ii) there is no default, breach, violation or event of
                  acceleration
                  existing under such First Lien mortgage or the related mortgage
                  note, (iii)
                  either no consent for the Mortgage Loan is required by the holder
                  of the First
                  Lien or such consent has been obtained and is contained in the
                  Mortgage File,
                  (iv) to the best of Company’s knowledge, no event which, with the passage of
                  time or with notice and the expiration of any grace or cure period,
                  would
                  constitute a default, breach, violation or event of acceleration
                  thereunder, and
                  either (A) the First Lien mortgage contains a provision which allows
                  or (B)
                  applicable law requires, the mortgagee under the Second Lien Mortgage
                  Loan to
                  receive notice of, and affords such mortgagee an opportunity to
                  cure any default
                  by payment in full or otherwise under the First Lien mortgage,
                  and (v) such
                  Second Lien Mortgage Loan is secured by a one- to four-family residence
                  that is
                  the principal residence of the Mortgagor;

                 

                (o)  There
                  are
                  no mechanics’ or similar liens or claims which have been filed for work, labor
                  or material (and no rights are outstanding that under law could
                  give rise to
                  such liens) affecting the related Mortgaged Property which are
                  or may be liens
                  prior to or equal to the lien of the related Mortgage;

                 

                (p)  To
                  the
                  best of the Company’s knowledge, all improvements subject to the Mortgage which
                  were considered in determining the Appraised Value of the Mortgaged
                  Property lie
                  wholly within the boundaries and building restriction lines of
                  the Mortgaged
                  Property (and wholly within the project with respect to a condominium
                  unit) and
                  no improvements on adjoining properties encroach upon the Mortgaged
                  Property
                  except those which are insured against by the title insurance policy
                  referred to
                  in clause (m) above and all improvements on the property comply
                  with all
                  applicable zoning and subdivision laws and ordinances;

                 

                (q)  The
                  Mortgage Loan was originated by or for the Company. The Mortgage
                  Loan complies
                  with all the terms, conditions and requirements of the Company’s Underwriting
                  Standards in effect at the time of origination of such Mortgage
                  Loan and the
                  Company has prudently originated and underwritten each Mortgage
                  Loan. The
                  Mortgage Notes and Mortgages (exclusive of any riders) are on forms
                  generally
                  acceptable to Fannie Mae or Freddie Mac. The Mortgage Loan bears
                  interest at the
                  Mortgage Interest Rate set forth in the related Mortgage Loan Schedule,
                  and
                  Monthly Payments under the Mortgage Note are due and payable on
                  the Due Date set
                  forth on the related Mortgage Loan Schedule. The Mortgage contains
                  the usual and
                  enforceable provisions of the originator at the time of origination
                  for the
                  acceleration of the payment of the unpaid principal amount of the
                  Mortgage Loan
                  if the related Mortgaged Property is sold without the prior consent
                  of the
                  mortgagee thereunder;

                 

                (r)  To
                  the
                  best of the Company’s knowledge, the Mortgaged Property is not subject to any
                  material damage by waste, fire, earthquake, windstorm, flood or
                  other casualty,
                  and is in good repair. At origination of the Mortgage Loan there
                  was, and there
                  currently is, no proceeding pending for the total or partial condemnation
                  of the
                  Mortgaged Property. To the best of the Company’s knowledge, there have not been
                  any condemnation proceedings with respect to the Mortgaged Property
                  and there
                  are no such proceedings scheduled to commence at a future date;

                 

                (s)  The
                  related Mortgage contains customary and enforceable provisions
                  such as to render
                  the rights and remedies of the holder thereof adequate for the
                  realization
                  against the Mortgaged Property of the benefits of the security
                  provided thereby.
                  There is no homestead or other exemption available to the Mortgagor
                  which would
                  interfere with the right to sell the Mortgaged Property at a trustee’s sale or
                  the right to foreclose the Mortgage;

                 

                (t)  If
                  the
                  Mortgage constitutes a deed of trust, a trustee, authorized and
                  duly qualified
                  if required under applicable law to act as such, has been properly
                  designated
                  and currently so serves and is named in the Mortgage, and no fees
                  or expenses
                  are or will become payable by the Purchaser to the trustee under
                  the deed of
                  trust, except in connection with a trustee’s sale or attempted sale after
                  default by the Mortgagor;

                 

                (u)  The
                  Mortgage File contains an appraisal of the related Mortgaged Property
                  which, (a)
                  with respect to First Lien Mortgage Loans, was on appraisal form
                  1004 and (b)
                  was signed prior to the final approval of the mortgage loan application
                  by a
                  Qualified Appraiser, who had no interest, direct or indirect, in
                  the Mortgaged
                  Property or in any loan made on the security thereof, and whose
                  compensation is
                  not affected by the approval or disapproval of the Mortgage Loan,
                  and the
                  appraisal and appraiser both satisfy prudent lenders in the secondary
                  market and
                  requirements of Title XI of FIRREA and the regulations promulgated
                  thereunder,
                  all as in effect on the date the Mortgage Loan was originated.
                  The appraisal is
                  in a form generally acceptable to Fannie Mae or Freddie Mac;

                 

                (v)  All
                  parties which have had any interest in the Mortgage, whether as
                  mortgagee,
                  assignee, pledgee or otherwise, are (or, during the period in which
                  they held
                  and disposed of such interest, were) (A) in compliance with any
                  and all
                  applicable licensing requirements of the laws of the state wherein
                  the Mortgaged
                  Property is located, and (B) (1) organized under the laws of such
                  state, or (2)
                  qualified to do business in such state, or (3) federal savings
                  and loan
                  associations or national banks or a Federal Home Loan Bank or savings
                  bank
                  having principal offices in such state, or (4) not doing business
                  in such
                  state;

                 

                (w)  The
                  related Mortgage Note is not and has not been secured by any collateral
                  except
                  the lien of the corresponding Mortgage and the security interest
                  of any
                  applicable security agreement or chattel mortgage referred to in
                  (j) above and
                  such collateral does not serve as security for any other
                  obligation;

                 

                (x)  The
                  Mortgagor has received all disclosure materials required by applicable
                  law with
                  respect to the making of such mortgage loans;

                 

                (y)  The
                  Mortgage Loan does not contain “graduated payment” features and does not have a
                  shared appreciation or other contingent interest feature; no Mortgage
                  Loan
                  contains any buydown provisions;

                 

                (z)  The
                  Mortgagor is not in bankruptcy and the Mortgagor is not insolvent
                  and the
                  Company has no knowledge of any circumstances or condition with
                  respect to the
                  Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
                  standing that could reasonably be expected to cause investors to
                  regard the
                  Mortgage Loan as an unacceptable investment, cause the Mortgage
                  Loan to become
                  delinquent, or materially adversely affect the value or marketability
                  of the
                  Mortgage Loan;

                 

                (aa)  Principal
                  payments on the Mortgage Loan commenced no more than sixty (60)
                  days after the
                  funds were disbursed in connection with the Mortgage Loan. The
                  Mortgage Loans
                  have an original term to maturity of not more than 30 years, with
                  interest
                  payable in arrears on the Due Date indicated on the related Mortgage
                  Loan
                  Schedule. Each Mortgage Note (other than with respect to a Balloon
                  Mortgage
                  Loan) requires a monthly payment which is sufficient to fully amortize
                  the
                  original principal balance over the original term thereof (other
                  than during the
                  interest-only period with respect to a Mortgage Loan identified
                  on the related
                  Mortgage Loan Schedule as an interest-only Mortgage Loan) and to
                  pay interest at
                  the related Mortgage Interest Rate. With respect to each Mortgage
                  Loan
                  identified on the Mortgage Loan Schedule as an interest-only Mortgage
                  Loan, the
                  interest-only period is five (5) years and following the expiration
                  of such
                  interest-only period, the remaining Monthly Payments shall be sufficient
                  to
                  fully amortize the original principal balance over the remaining
                  term of the
                  Mortgage Loan. With respect to each Balloon Mortgage Loan, the
                  Mortgage Note
                  requires a monthly payment which is sufficient to fully amortize
                  the original
                  principal balance over the original term thereof and to pay interest
                  at the
                  related Mortgage Interest Rate and requires a final Monthly Payment
                  substantially greater than the preceding monthly payment which
                  is sufficient to
                  repay the remained unpaid principal balance of the Balloon Mortgage
                  Loan as the
                  Due Date of such monthly payment. No Mortgage Loan contains terms
                  or provisions
                  which would result in negative amortization. No Mortgage Loan provides
                  for the
                  capitalization or forbearance of interest;

                 

                (bb)  No
                  Mortgage Loan is subject to a lender-paid mortgage insurance policy;
                  

                 

                (cc)  As
                  to any
                  Mortgage Loan which is not a MERS Mortgage Loan, the Assignment
                  of Mortgage is
                  in recordable form and is acceptable for recording under the laws
                  of the
                  jurisdiction in which the Mortgaged Property is located;

                 

                (dd)  The
                  Mortgaged Property is located in the state identified in the related
                  Mortgage
                  Loan Schedule and consists of a single parcel of real property
                  with a detached
                  single family residence erected thereon, or a townhouse, or a two-to
                  four-family
                  dwelling, or an individual condominium unit in a condominium project,
                  or an
                  individual unit in a planned unit development or a de minimis planned
                  unit
                  development, provided, however, that no residence or dwelling is
                  a single parcel
                  of real property with a cooperative housing corporation erected
                  thereon, or a
                  mobile home. As of the date of origination, no portion of the Mortgaged
                  Property
                  was used for commercial purposes, and since the date or origination
                  no portion
                  of the Mortgaged Property has been used for commercial purposes,
                  provided, that
                  Mortgaged Properties which contain a home office shall not be considered
                  as
                  being used for commercial purposes as long as the Mortgaged Property
                  has not
                  been altered for such commercial purposes and is not storing any
                  chemicals or
                  raw materials other than those commonly used for homeowner repair,
                  maintenance
                  and/or household purposes. If a Mortgaged Property is used for
                  mixed-use
                  purposes, then (i) such Mortgaged Property is a one-family
                  dwelling that the Mortgagor occupies as a principal residence,
                  (ii)such
                  Mortgaged Property represents a legal, permissible use of the property
                  under the
                  local zoning requirements, (iii) such Mortgaged Property is primarily
                  residential in nature,
                  (iv)
                  the market
                  value of such Mortgaged Property must be primarily a function of
                  its residential
                  characteristics, rather than of the business use or any special
                  business-use
                  modifications that were made, (v) the Mortgagor is both the owner
                  and the
                  operator of the business, (vi) such Mortgaged Property has not
                  been altered for
                  business use and (vii) such Mortgaged Property does not display
                  any signage
                  indicating the business nature of such Mortgaged Property;

                 

                (ee)  Except
                  as
                  set forth on the related Mortgage Loan Schedule, none of the Mortgage
                  Loans are
                  subject to a Prepayment Penalty. For any Mortgage Loan originated
                  prior to
                  October 1, 2002 that is subject to a Prepayment Penalty, such prepayment
                  penalty
                  does not extend beyond five years after the date of origination.
                  For any
                  Mortgage Loan originated on or following October 1, 2002 that is
                  subject to a
                  Prepayment Penalty, such prepayment penalty does not extend beyond
                  three years
                  after the date of origination. Any such prepayment penalty is permissible
                  and
                  enforceable in accordance with its terms upon the Mortgagor’s full and voluntary
                  principal prepayment under applicable law. With respect to any
                  Mortgage Loan
                  that contains a provision permitting imposition of a penalty upon
                  a prepayment
                  prior to maturity: (i) the Mortgage Loan provides some benefit
                  to the Mortgagor
                  (e.g., a rate or fee reduction) in exchange for accepting such
                  a prepayment
                  penalty; (iii) the prepayment penalty was adequately disclosed
                  to the Mortgagor
                  in the loan documents pursuant to applicable state and federal
                  law; and (iv)
                  such prepayment penalty shall not be imposed in any instance where
                  the Mortgage
                  Loan is accelerated or paid off in connection with the workout
                  of a delinquent
                  mortgage or due to the Mortgagor’s default, notwithstanding that the terms of
                  the Mortgage Loan or state or federal law might permit the imposition
                  of such a
                  prepayment penalty;

                 

                (ff)  To
                  the
                  best of the Company’s knowledge, the Mortgaged Property is lawfully occupied
                  under applicable law, and 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;

                 

                (gg)  If
                  the
                  Mortgaged Property is a condominium unit or a planned unit development
                  (other
                  than a de minimis planned unit development), such condominium or
                  planned unit
                  development project meets the eligibility requirements of the Seller’s
                  Underwriting Guidelines. There is no litigation pending with respect
                  to the
                  related condominium unit, the development or the homeowner’s
                  association;

                 

                (hh)  
                  To the
                  best of the Company’s knowledge, there is no pending action or proceeding
                  directly involving the Mortgaged Property in which compliance with
                  any
                  environmental law, rule or regulation is an issue; to the best
                  of the Company’s
                  knowledge, there is no violation of any environmental law, rule
                  or regulation
                  with respect to the Mortgaged Property; and to the best of the
                  Company’s
                  knowledge, nothing further remains to be done to satisfy in full
                  all
                  requirements of each such law, rule or regulation constituting
                  a prerequisite to
                  use and enjoyment of said property;

                 

                (ii)  The
                  Mortgagor has not notified the Company requesting relief under
                  the Soldiers’ and
                  Sailors’ Civil Relief Act of 1940 or the Servicemembers Civil Relief Act,
                  and
                  the Company has no knowledge of any relief requested or allowed
                  to the Mortgagor
                  under the Soldiers’ and Sailors’ Civil Relief Act of 1940 or the Servicemembers
                  Civil Relief Act or any similar state laws;

                 

                (jj)  As
                  of the
                  related Closing Date, no Mortgage Loan was in construction or rehabilitation
                  status or has facilitated the trade-in or exchange of a Mortgaged
                  Property;

                 

                (kk)  No
                  action
                  has been taken or failed to be taken on or prior to the related
                  Closing Date
                  which has resulted or will result in an exclusion from, denial
                  of, or defense to
                  coverage under any insurance policy related to a Mortgage Loan
                  (including,
                  without limitation, any exclusions, denials or defenses which would
                  limit or
                  reduce the availability of the timely payment of the full amount
                  of the loss
                  otherwise due thereunder to the insured) whether arising out of
                  actions,
                  representations, errors, omissions, negligence, or fraud, or for
                  any other
                  reason under such coverage;

                 

                (ll)  The
                  Mortgage Loan was originated by a savings and loan association,
                  a savings bank,
                  a commercial bank, a credit union, an insurance company, or similar
                  institution
                  which is supervised and examined by a federal or state authority,
                  or by a
                  mortgagee approved by the Secretary of HUD pursuant to Sections
                  203 and 211 of
                  the National Housing Act;

                 

                (mm)  No
                  Mortgaged Property is subject to a ground lease;

                 

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

                 

                (oo)  With
                  respect to any Mortgage Loan as to which an affidavit has been
                  delivered to the
                  Purchaser certifying that the original Mortgage Note has been lost
                  or destroyed
                  and not been replaced, if such Mortgage Loan is subsequently in
                  default, the
                  enforcement of such Mortgage Loan will not be materially adversely
                  affected by
                  the absence of the original Mortgage Note;

                 

                (pp)  Each
                  Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A)
                  of
                  the Code and Treasury Regulations Section 1.860G-2(a)(1);

                 

                (qq)  Except
                  as
                  provided in Section 2.06, the Mortgage Note, the Mortgage, the
                  Assignment of
                  Mortgage and the other Mortgage Loan Documents set forth in Exhibit
                  A-1 and
                  required to be delivered on the related Closing Date have been
                  delivered to the
                  Purchaser or its designee all in compliance with the specific requirements
                  of
                  this Agreement. With respect to each Mortgage Loan, the Company
                  is in possession
                  of a complete Mortgage File and Servicing File except for such
                  documents as have
                  been delivered to the Purchaser or its designee;

                 

                (rr)  To
                  the
                  best of the Company’s knowledge, all information supplied by, on behalf of, or
                  concerning the Mortgagor is true, accurate and complete and does
                  not contain any
                  statement that is or will be inaccurate or misleading in any material
                  respect;


                 

                (ss)  
                  To the
                  best of the Company’s knowledge, there does not exist on the related Mortgaged
                  Property any hazardous substances, hazardous wastes or solid wastes,
                  as such
                  terms are defined in the Comprehensive Environmental Response Compensation
                  and
                  Liability Act, the Resource Conservation and Recovery Act of 1976,
                  or other
                  federal, state or local environmental legislation; 

                 

                (tt)  No
                  Mortgage Loan had a Loan-to-Value Ratio at the time of origination
                  of more than
                  100% and no Mortgage Loan had a Combined Loan-to-Value Ratio at
                  the time of
                  origination of more than 100%;

                 

                (uu)  No
                  Mortgage Loan is (a) subject to, covered by or in violation of
                  the Home
                  Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
                  cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
                  law, including any predatory or abusive lending laws (or a similarly
                  classified
                  loan using different terminology under a law imposing heightened
                  regulatory
                  scrutiny or additional legal liability for a residential mortgage
                  loan having
                  high interest rates, points and/or fees), (c) a High Cost Loan
                  or Covered Loan,
                  as applicable (as such terms are defined in the current version
                  of Standard
& Poor’s LEVELS® Glossary, Appendix E) or (d) in violation of any state law
                  or ordinance comparable to HOEPA; 

                 

                (vv)  No
                  Mortgagor was required to purchase any credit life, disability,
                  accident,
                  unemployment, property or health insurance product or debt cancellation
                  agreement as a condition of obtaining the extension of credit.
                  No Mortgagor
                  obtained a prepaid single premium credit life, disability, unemployment,
                  property, mortgage, accident or health insurance policy in connection
                  with the
                  origination of the Mortgage Loan; No proceeds from any Mortgage
                  Loan were used
                  to purchase or finance single-premium insurance policies or debt
                  cancellation
                  agreements as part of the origination of or as a condition to closing,
                  such
                  Mortgage Loan;

                 

                (ww)  Any
                  principal advances made to the Mortgagor prior to the related Closing
                  Date have
                  been consolidated with the outstanding principal amount secured
                  by the Mortgage,
                  and the secured principal amount, as consolidated, bears a single
                  interest rate
                  and single repayment term. The lien of the Mortgage securing the
                  consolidated
                  principal amount is expressly insured as having (A) first lien
                  priority with
                  respect to each Mortgage Loan which is indicated by the Company
                  to be a First
                  Lien (as reflected on the Mortgage Loan Schedule), or (B) second
                  lien priority
                  with respect to each Mortgage Loan which is indicated by the Company
                  to be a
                  Second Lien Mortgage Loan (as reflected on the Mortgage Loan Data
                  Transmission),
                  in either case, by a title insurance policy, an endorsement to
                  the policy
                  insuring the mortgagee’s consolidated interest or by other title evidence
                  acceptable to Fannie Mae and Freddie Mac. The consolidated principal
                  amount does
                  not exceed the original principal amount of the Mortgage Loan;

                 

                (xx)  Interest
                  on each Mortgage Loan is calculated on the basis of a 360-day year
                  consisting of
                  twelve 30-day months;

                 

                (yy)  Unless
                  otherwise set forth on the related Mortgage Loan Schedule, no Mortgage
                  Loan is a
                  Balloon Mortgage Loan;

                 

                (zz)  With
                  respect to each MERS Mortgage Loan, a MIN has been assigned by
                  MERS and such MIN
                  is accurately provided on the related Mortgage Loan Schedule. The
                  related
                  assignment of Mortgage to MERS has been duly and properly recorded;

                 

                (aaa)  With
                  respect to each MERS Mortgage Loan, the Company has not received
                  any notice of
                  liens or legal actions with respect to such Mortgage Loan and no
                  such notices
                  have been electronically posted by MERS;

                 

                (bbb)  Any
                  Mortgaged Property that is considered manufactured housing is legally
                  classified
                  as real property, is permanently affixed to a foundation, is the
                  principal
                  residence of the Mortgagor, meets the characteristics of site built
                  housing and
                  is deemed to be "modular housing" as such term is defined by the
                  Mortgage
                  Bankers Association;

                 

                (ccc)  [Reserved];

                 

                (ddd)  The
                  Company has complied with all applicable anti-money laundering
                  laws and
                  regulations, including without limitation the USA Patriot Act of
                  2001
                  (collectively, the “Anti-Money
                  Laundering Laws”);
                  the
                  Company has established an anti-money laundering compliance program
                  as required
                  by the Anti-Money Laundering Laws, has conducted the requisite
                  due diligence in
                  connection with the origination of each Mortgage Loan for purposes
                  of the
                  Anti-Money Laundering Laws, including with respect to the legitimacy
                  of the
                  applicable Mortgagor and the origin of the assets used by the said
                  Mortgagor to
                  purchase the property in question, and maintains, and will maintain,
                  sufficient
                  information to identify the applicable Mortgagor for purposes of
                  the Anti-Money
                  Laundering Laws. No Mortgage Loan is subject to nullification pursuant
                  to
                  Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
                  the Office of Foreign Assets Control of the United States Department
                  of the
                  Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
                  OFAC Regulations, and no Mortgagor is subject to the provisions
                  of such
                  Executive Order or the OFAC Regulations nor listed as a “blocked person” for
                  purposes of the OFAC Regulations;

                 

                (eee)  With
                  respect to each Mortgage Loan which is a Second Lien Mortgage Loan
                  if the
                  related first lien provides for negative amortization, the LTV
                  was calculated at
                  the maximum principal balance of such first lien that could result
                  upon
                  application of such negative amortization feature;

                 

                (fff)  No
                  predatory or deceptive lending practices, including but not limited
                  to, the
                  extension of credit to the applicable Mortgagor without regard
                  for said
                  Mortgagor’s ability to repay the Mortgage Loan and the extension of credit
                  to
                  said Mortgagor which has no apparent benefit to said Mortgagor,
                  were employed by
                  the originator of the Mortgage Loan in connection with the origination
                  of the
                  Mortgage Loan;

                 

                (ggg)  No
                  Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending
                  Act, as amended (the “Georgia Act”) or New York Banking Law 6-1. No Mortgage
                  Loan secured by owner occupied real property or an owner occupied
                  manufactured
                  home located in the State of Georgia was originated (or modified)
                  on or after
                  October 1, 2002 through and including March 6, 2003;

                 

                (hhh)  No
                  Mortgagor was encouraged or required to select a Mortgage Loan
                  product offered
                  by the Mortgage Loan’s originator which is a higher cost product designed for
                  less creditworthy borrowers, taking into account such facts as,
                  without
                  limitation, the mortgage loan’s requirements and the Mortgagor’s credit history,
                  income, assets and liabilities. Any Mortgagor who sought financing
                  through the
                  Mortgage Loan originator’s higher priced subprime lending channel was directed
                  towards or offered the Mortgage Loan’s originator standard mortgage line if the
                  Borrower was able to qualify for one of the standard products.
                  If, at the time
                  of loan application, the Mortgagor may have qualified for a lower
                  cost credit
                  product then the Mortgagor was offered such lower cost credit product
                  by the
                  Mortgage Loan’s originator;

                 

                (iii)  The
                  methodology used in underwriting the extension of credit for each
                  Mortgage Loan
                  did not rely on the extent of the Mortgagor’s equity in the collateral as the
                  principal determining factor in approving such extension of credit.
                  The
                  methodology employed objective criteria that related to such facts
                  as, without
                  limitation, the Mortgagor’s credit history, income, assets or liabilities, to
                  the proposed mortgage payment and, based on such methodology, the
                  Mortgage
                  Loan’s originator made a reasonable determination that at the time of
                  origination the Mortgagor had the ability to make timely payments
                  on the
                  Mortgage Loan; 

                 

                (jjj)  All
                  points, fees and charges (including finance charges) and whether
                  or not
                  financed, assessed, collected or to be collected in connection
                  with the
                  origination and servicing of each Mortgage Loan have been disclosed
                  in writing
                  to the Mortgagor in accordance with applicable state and federal
                  law and
                  regulation;

                 

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

                 

                (lll)  [Reserved];
                  

                 

                (mmm)  [Reserved];

                 

                (nnn)  No
                  Mortgage Loan is a "High-Cost Home Loan" under the New Jersey Home
                  Ownership
                  Security Act of 2002 (the "NJ Act"); and each Mortgage Loan subject
                  to the NJ
                  Act is considered under the NJ Act as, either, a (1) purchase money
                  Home Loan,
                  (2) purchase money Covered Loan (with respect to Mortgage Loans
                  which were
                  originated between November 26, 2003 and July 7, 2004),  (3) a rate/term
                  refinance Home Loan, or (4) a cash-out refinance Home Loan for
                  which the related
                  Mortgage File contains a statement signed by the Mortgagor stating
                  that the
                  proceeds of the loan will not be used for the purpose of home
                  improvement;

                 

                (ooo)  No
                  Mortgagor agreed to submit to arbitration to resolve any dispute
                  arising out of
                  or relating in any way to the Mortgage Loan transaction; 

                 

                (ppp)  The
                  Mortgagor has not made or caused to be made any payment in the
                  nature of an
‘average’ or ‘yield spread premium’ to a mortgage broker or a like Person which
                  has not been fully disclosed to the Mortgagor;

                 

                (qqq)  No
                  Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
                  of
                  Massachusetts was made to pay off or refinance an existing loan
                  or other debt of
                  the related borrower (as the term "borrower" is defined in the
                  regulations
                  promulgated by the Massachusetts Secretary of State in connection
                  with the
                  Massachusetts General Laws Chapter 183, Section 28C (the “Mass AF Law”) unless
                  (a) the related Mortgage Interest Rate (that would be effective
                  once the
                  introductory rate expires, with respect to Adjustable Rate Mortgage
                  Loans) did
                  or would not exceed by more than 2.50% the yield on United States
                  Treasury
                  securities having comparable periods of maturity to the maturity
                  of the related
                  Mortgage Loan as of the fifteenth day of the month immediately
                  preceding the
                  month in which the application for the extension of credit was
                  received by the
                  related lender or (b) the Mortgage Loan is an “open-end home loan” (as such term
                  is used in the Mass AF Law or the regulations promulgated in connection
                  therewith) and the related Mortgage Note provides that the related
                  Mortgage
                  Interest Rate may not exceed at any time the Prime rate index as
                  published in
                  the Wall
                  Street Journal
                  plus a
                  margin of one percent,
                  or if
                  (i) the refinancing transaction was in the “borrower’s interest” as determined
                  in accordance with the Mass AF Law and (ii) the related Servicing
                  File contains
                  evidence of the Company’s determination of “borrower’s interest” in accordance
                  with the Mass AF Law; and 

                 

                (rrr)  No
                  Mortgage Loan is a Convertible Mortgage Loan.

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                

                  ASSIGNMENT
                    AND RECOGNITION AGREEMENT

                   

                  THIS
                    ASSIGNMENT AND RECOGNITION AGREEMENT, dated November 30, 2006,
                    (“Agreement”)
                    among
                    UBS Real Estate Securities Inc. (“Assignor”),
                    Mortgage Asset Securitization Transactions, Inc. (“Assignee”)
                    and
                    First NLC Financial Services, LLC (the “Company”):

                   

                  For
                    and
                    in consideration of the sum of TEN DOLLARS ($10.00) and other
                    valuable
                    consideration the receipt and sufficiency of which hereby are
                    acknowledged, and
                    of the mutual covenants herein contained, the parties hereto
                    hereby agree as
                    follows:

                   

                   

                  I.
                    Assignment and Conveyance

                   

                  The
                    Assignor hereby conveys, sells, grants, transfers and assigns
                    to the Assignee
                    (x) all of the right, title and interest of the Assignor, as
                    purchaser, in, to
                    and under (a) those certain Mortgage Loans listed as being originated
                    by the
                    Company on the schedule (the “Mortgage
                    Loan Schedule”)
                    attached hereto as Exhibit A (the “Mortgage
                    Loans”)
                    and
                    (b) except as described below, that certain Master
                    Seller’s Purchase, Warranties and Interim Servicing Agreement dated
                    as of July
                    1, 2006,
                    as
                    amended (the “Purchase
                    Agreement”),
                    between the Assignor, as purchaser (the “Purchaser”),
                    and
                    the Company, as seller, solely insofar as the Purchase Agreement
                    relates to the
                    Mortgage Loans and (y) other than as provided below with respect
                    to the
                    enforcement of representations and warranties, none of the obligations
                    of the
                    Assignor under the Purchase Agreement.

                   

                  The
                    Assignor specifically reserves and does not assign to the Assignee
                    hereunder any
                    and all right, title and interest in, to and under and any obligations
                    of the
                    Assignor with respect to any mortgage loans subject to the Purchase
                    Agreement
                    which are not the mortgage loans set forth on the Mortgage Loan
                    Schedule and are
                    not the subject of this Agreement.

                   

                   

                  II.
                    Recognition of the Company

                   

                  From
                    and
                    after the date hereof, the Company shall and does hereby recognize
                    that the
                    Assignee will transfer the Mortgage Loans and assign its rights
                    under the
                    Purchase Agreement (solely to the extent set forth herein) and
                    this Agreement to
                    MASTR Asset-Backed Securities Trust 2006-HE4 (the “Trust”) created pursuant to a
                    Pooling and Servicing Agreement, dated as of November 1, 2006
                    (the “Pooling
                    Agreement”), among
                    the
                    Assignee, Wells Fargo Bank, N.A. as master servicer and trust
                    administrator
                    (including its successors in interest and any successor servicers
                    under the
                    Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Wells Fargo
                    Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq
                    Servicing as
                    servicers (the “Servicers”) and U.S. Bank National Association, as trustee
                    (including its successors in interest and any successor trustees
                    under the
                    Pooling Agreement, the “Trustee”).
                    The
                    Company hereby acknowledges and agrees that from and after the
                    date hereof (i)
                    the Trust will be the owner of the Mortgage Loans, (ii) the Trust
                    (including the Trustee, the Trust Administrator, the Master Servicer
                    and the
                    Servicer acting on the Trust’s behalf) shall have all the rights and remedies
                    available to the Assignor, insofar as they relate to the Mortgage
                    Loans, under
                    the Purchase Agreement, including, without limitation, the enforcement
                    of the
                    document delivery requirements and remedies with respect to breaches
                    of
                    representations and warranties set forth in the Purchase Agreement,
                    and shall be
                    entitled to enforce all of the obligations of the Company thereunder
                    insofar as
                    they relate to the Mortgage Loans, and (iii) all references to the
                    Purchaser (insofar as they relate to the rights, title and interest
                    and, with
                    respect to obligations of the Purchaser, only insofar as they
                    relate to the
                    enforcement of the representations, warranties and covenants
                    of the Company) or
                    the Custodian under the Purchase Agreement insofar as they relate
                    to the
                    Mortgage Loans, shall be deemed to refer to the Trust (including
                    the Trustee,
                    the Trust Administrator, the Master Servicer and the Servicer
                    acting on the
                    Trust’s behalf). Neither the Company nor the Assignor shall amend or
                    agree to
                    amend, modify, waiver, or otherwise alter any of the terms or
                    provisions of the
                    Purchase Agreement which amendment, modification, waiver or other
                    alteration
                    would in any way affect the Mortgage Loans or the Company’s performance under
                    the Purchase Agreement with respect to the Mortgage Loans without
                    the prior
                    written consent of the Trustee.

                   

                   

                  III.
                    Representations and Warranties of the Company

                   

                  1. The
                    Company warrants and represents to the Assignor, the Assignee
                    and the Trust as
                    of the date hereof that:

                   

                  (a)  Attached
                    hereto as Exhibit
                    B
                    is a
                    true and accurate copy of the representations and warranties
                    set forth in
                    Sections 3.01 and 3.02 of the Purchase Agreement, which Purchase
                    Agreement is in
                    full force and effect as of the date hereof and the provisions
                    of which have not
                    been waived, amended or modified in any respect, nor has any
                    notice of
                    termination been given thereunder;

                   

                  (b)  The
                    Company is duly organized, validly existing and in good standing
                    under the laws
                    of the jurisdiction of its incorporation;

                   

                  (c)  The
                    Company has full power and authority to execute, deliver and
                    perform its
                    obligations under this Agreement and has full power and authority
                    to perform its
                    obligations under the Purchase Agreement. The execution by the
                    Company of this
                    Agreement is in the ordinary course of the Company’s business and will not
                    conflict with, or result in a breach of, any of the terms, conditions
                    or
                    provisions of the Company’s charter or bylaws or any legal restriction, or any
                    material agreement or instrument to which the Company is now
                    a party or by which
                    it is bound, or result in the violation of any law, rule, regulation,
                    order,
                    judgment or decree to which the Company or its property is subject.
                    The
                    execution, delivery and performance by the Company of this Agreement
                    have been
                    duly authorized by all necessary corporate action on part of
                    the Company. This
                    Agreement has been duly executed and delivered by the Company,
                    and, upon the due
                    authorization, execution and delivery by the Assignor and the
                    Assignee, will
                    constitute the valid and legally binding obligation of the Company,
                    enforceable
                    against the Company in accordance with its terms except as enforceability
                    may be
                    limited by bankruptcy, reorganization, insolvency, moratorium
                    or other similar
                    laws now or hereafter in effect relating to creditors’ rights generally, and by
                    general principles of equity regardless of whether enforceability
                    is considered
                    in a proceeding in equity or at law; 

                   

                  (d)  No
                    consent, approval, order or authorization of, or declaration,
                    filing or
                    registration with, any governmental entity is required to be
                    obtained or made by
                    the Company in connection with the execution, delivery or performance
                    by the
                    Company of this Agreement; and

                   

                  (e)  There
                    is
                    no action, suit, proceeding or investigation pending or threatened
                    against the
                    Company, before any court, administrative agency or other tribunal,
                    which would
                    draw into question the validity of this Agreement or the Purchase
                    Agreement, or
                    which, either in any one instance or in the aggregate, would
                    result in any
                    material adverse change in the ability of the Company to perform
                    its obligations
                    under this Agreement or the Purchase Agreement, and the Company
                    is
                    solvent.

                   

                  2. Pursuant
                    to Section 8.01(b)(iii) of the Purchase Agreement, the Company
                    hereby represents
                    and warrants, for the benefit of the Assignor, the Assignee and
                    the Trust, that
                    the representations and warranties set forth in Sections 3.01
                    and 3.02 of the
                    Purchase Agreement (set forth on Schedule 1 hereto), are true
                    and correct as of
                    the date hereof, as if such representations and warranties were
                    made on such
                    date.

                   

                  3. The
                    Assignor hereby makes the following representations and warranties
                    as of the
                    date hereof:

                   

                  (a)  Each
                    Mortgage Loan at the time it was made complied in all material
                    respects with
                    applicable local, state, and federal laws, including, but not
                    limited to, all
                    applicable predatory and abusive lending laws;

                   

                  (b)  None
                    of
                    the Mortgage Loans are High Cost as defined by any applicable
                    predatory and
                    abusive lending laws;

                   

                  (c)  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®
                    Glossary
                    which is now Version 5.7 Revised, Appendix E); and

                   

                  (d)  No
                    Mortgage Loan originated on or after October 1, 2002 through
                    March 6, 2003 is
                    governed by the Georgia Fair Lending Act;

                   

                   

                  IV.
                    Remedies for Breach of Representations and Warranties

                   

                  The
                    Company hereby acknowledges and agrees that the remedies available
                    to the
                    Assignor, the Assignee and the Trust (including the Trustee and
                    the Master
                    Servicer acting on the Trust’s behalf) in connection with any breach of the
                    representations and warranties made by the Company set forth
                    in Section 3 hereof
                    shall be as set forth in Subsection 3.03 of the Purchase Agreement
                    as if they
                    were set forth herein (including without limitation the repurchase
                    and indemnity
                    obligations set forth therein). It is understood by the parties
                    hereto that a
                    breach of the representations and warranties made in Sections
                    3.02 (h), (n),
                    (ee), (pp), (uu), (vv), (ccc), (ggg), (hhh), (iii), (jjj), (ooo),
                    (rrr) or (sss)
                    of the Purchase Agreement shall be deemed to materially and adversely
                    affect the
                    value of the related mortgage loan or the interests of the Trust
                    in the related
                    mortgage loans.

                   

                  The
                    Assignor hereby acknowledges and agrees that the remedies available
                    to the
                    Assignee and the Trust (including the Trustee and the Master
                    Servicer acting on
                    the Trust’s behalf) in connection with any breach of the representations
                    and
                    warranties made by the Assignor set forth in Section 3 hereof
                    shall be as set
                    forth in Section 2.03 of the Pooling and Servicing Agreement
                    as if they were set
                    forth herein (including without limitation the repurchase obligations
                    set forth
                    therein). The
                    Assignor hereby acknowledges and agrees that a breach of any
                    one of the
                    representations set forth in Section 5 above will be deemed to
                    materially
                    adversely affect the interests of the certificateholders and
                    shall require a
                    repurchase of the affected Mortgage Loan(s).

                   

                  Notwithstanding
                    the foregoing, the Assignor may, at its option, satisfy any obligation
                    of the
                    Company with respect to any breach of representation and warranty
                    made by the
                    Company regarding the Mortgage Loans.

                   

                   

                  V.
                    Miscellaneous

                   

                  This
                    Agreement shall be construed in accordance with the laws of the
                    State of New
                    York, without regard to conflicts of law principles, and the
                    obligations, rights
                    and remedies of the parties hereunder shall be determined in
                    accordance with
                    such laws. 

                   

                  No
                    term
                    or provision of this Agreement may be waived or modified unless
                    such waiver or
                    modification is in writing and signed by the party against whom
                    such waiver or
                    modification is sought to be enforced, with the prior written
                    consent of the
                    Trustee and the Trust Administrator. 

                   

                  This
                    Agreement shall inure to the benefit of (i) the successors and
                    assigns of the
                    parties hereto and (ii) the Trust (including the Trustee, the
                    Trust
                    Administrator and the Master Servicer acting on the Trust’s behalf). Any entity
                    into which Assignor, Assignee or Company may be merged or consolidated
                    shall,
                    without the requirement for any further writing, be deemed Assignor,
                    Assignee or
                    Company, respectively, hereunder. 

                   

                  Each
                    of
                    this Agreement and the Purchase Agreement shall survive the conveyance
                    of the
                    Mortgage Loans and the assignment of the Purchase Agreement (to
                    the extent
                    assigned hereunder) by Assignor to Assignee and by Assignee to
                    the Trust and
                    nothing contained herein shall supersede or amend the terms of
                    the Purchase
                    Agreement.

                   

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

                   

                  In
                    the
                    event that any provision of this Agreement conflicts with any
                    provision of the
                    Purchase Agreement with respect to the Mortgage Loans, the terms
                    of this
                    Agreement shall control. 

                   

                  Capitalized
                    terms used in this Agreement (including the exhibits hereto)
                    but not defined in
                    this Agreement shall have the meanings given to such terms in
                    the Purchase
                    Agreement.

                   

                   

                  [SIGNATURE
                    PAGE FOLLOWS]

                   

                  



                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  



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

                   

                  
                    	 	 	 	 	 	 	 	
                            UBS
                              REAL ESTATE SECURITIES INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            MORTGAGE
                              ASSET SECURITIZATION TRANSACTIONS, INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                  


                  


                  
                    	 	 	 	 	 	 	 	
                            FIRST
                              NLC FINANCIAL SERVICES, LLC

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                  


                  


                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  


                  



                  EXHIBIT
                    A

                  


                  Mortgage
                    Loan Schedule

                   

                  


                  Available
                    Upon Request

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
 

                  SCHEDULE
                    1

                  


                  Capitalized
                    terms used herein but not defined in this Schedule 1 shall have
                    the meanings
                    given to such terms in the Purchase Agreement:

                   

                  Section
                    3.01 Representations
                    and Warranties of the Company. 

                   

                  The
                    Company represents, warrants and covenants to the Purchaser that
                    as of each
                    Closing Date and as of each Servicing Transfer Date or as of
                    such date
                    specifically provided herein:

                   

                  (a)  The
                    Company is a limited liability company duly organized and validly
                    existing under
                    the laws of Florida. The Company has all licenses necessary to
                    carry out its
                    business as now being conducted, and is licensed and qualified
                    to transact
                    business in and is in good standing under the laws of each state
                    in which any
                    Mortgaged Property is located or is otherwise exempt under applicable
                    law from
                    such licensing or qualification or is otherwise not required
                    under applicable
                    law to effect such licensing or qualification and no demand for
                    such licensing
                    or qualification has been made upon the Company by any such state,
                    and in any
                    event the Company is in compliance with the laws of any such
                    state to the extent
                    necessary to ensure the enforceability of each Mortgage Loan
                    and the interim
                    servicing of the Mortgage Loans in accordance with the terms
                    of this Agreement.
                    No licenses or approvals obtained by the Company have been suspended
                    or revoked
                    by any court, administrative agency, arbitrator or governmental
                    body and no
                    proceedings are pending which might result in such suspension
                    or
                    revocation;

                   

                  (b)  The
                    Company has the full power and authority and legal right to hold,
                    transfer and
                    convey each Mortgage Loan, to sell each Mortgage Loan and to
                    execute, deliver
                    and perform, and to enter into and consummate all transactions
                    contemplated by
                    this Agreement and the related Confirmation and to conduct its
                    business as
                    presently conducted; the Company has duly authorized the execution,
                    delivery and
                    performance of this Agreement and any agreements contemplated
                    hereby, has duly
                    executed and delivered this Agreement and the related Confirmation,
                    and any
                    agreements contemplated hereby, and this Agreement and the related
                    Confirmation
                    and each Assignment of Mortgage to the Purchaser and any agreements
                    contemplated
                    hereby, constitute the legal, valid and binding obligations of
                    the Company,
                    enforceable against it in accordance with their respective terms,
                    except as such
                    enforceability may be limited by bankruptcy, insolvency, moratorium,
                    reorganization and similar laws, and by equitable principles
                    affecting the
                    enforceability of the rights of creditors; and all requisite
                    corporate action
                    has been taken by the Company to make this Agreement, the related
                    Confirmation
                    and all agreements contemplated hereby valid and binding upon
                    the Company in
                    accordance with their terms;

                   

                  (c)  Neither
                    the execution and delivery of this Agreement, the related Confirmation,
                    the sale
                    of the Mortgage Loans to the Purchaser, the consummation of the
                    transactions
                    contemplated hereby, nor the fulfillment of or compliance with
                    the terms and
                    conditions of this Agreement and the related Confirmation will
                    conflict with any
                    of the terms, conditions or provisions of the Company’s charter or by-laws or
                    materially conflict with or result in a material breach of any
                    of the terms,
                    conditions or provisions of any legal restriction or any agreement
                    or instrument
                    to which the Company is now a party or by which it is bound,
                    or constitute a
                    default or result in an acceleration under any of the foregoing,
                    or result in
                    the material violation of any law, rule, regulation, order, judgment
                    or decree
                    to which the Company or its property is subject;

                   

                  (d)  There
                    is
                    no litigation, suit, proceeding or investigation pending or threatened,
                    or any
                    order or decree outstanding, which is reasonably likely to have
                    a material
                    adverse effect on the sale of the Mortgage Loans, the execution,
                    delivery,
                    performance or enforceability of this Agreement or the related
                    Confirmation, or
                    which is reasonably likely to have a material adverse effect
                    on the financial
                    condition of the Company;

                   

                  (e)  No
                    consent, approval, authorization or order of any court or governmental
                    agency or
                    body is required for the execution, delivery and performance
                    by the Company of
                    or compliance by the Company with this Agreement and the related
                    Confirmation,
                    except for consents, approvals, authorizations and orders which
                    have been
                    obtained;

                   

                  (f)  The
                    consummation of the transactions contemplated by this Agreement
                    and the related
                    Confirmation are in the ordinary course of business of the Company,
                    and the
                    transfer, assignment and conveyance of the Mortgage Notes and
                    the Mortgages by
                    the Company pursuant to this Agreement and the related Confirmation
                    are not
                    subject to bulk transfer or any similar statutory provisions
                    in effect in any
                    applicable jurisdiction;

                   

                  (g)  The
                    origination, servicing and collection practices with respect
                    to each Mortgage
                    Note and Mortgage have been legal and in accordance with applicable
                    laws and
                    regulations, and in all material respects in accordance with
                    Accepted Servicing
                    Practices. The Company further represents and warrants that:
                    with respect to
                    escrow deposits and payments that the Company is entitled to
                    collect, all such
                    payments are in the possession of, or under the control of, the
                    Company or its
                    delegate, and there exist no deficiencies in connection therewith
                    for which
                    customary arrangements for repayment thereof have not been made;
                    all escrow
                    payments have been collected and are being maintained in full
                    compliance with
                    applicable state and federal law and the provisions of the related
                    Mortgage Note
                    and Mortgage; as to any Mortgage Loan that is the subject of
                    an escrow, escrow
                    of funds is not prohibited by applicable law and has been established
                    in an
                    amount sufficient to pay for every escrowed item that remains
                    unpaid and has
                    been assessed but is not yet due and payable; no escrow deposits
                    or other
                    charges or payments due under the Mortgage Note have been capitalized
                    under any
                    Mortgage or the related Mortgage Note; all Mortgage Interest
                    Rate adjustments
                    have been made in strict compliance with state and federal law
                    and the terms of
                    the related Mortgage Note; and any interest required to be paid
                    pursuant to
                    state and local law has been properly paid and credited;

                   

                  (h)  The
                    Company has not used selection procedures that identified the
                    Mortgage Loans as
                    being less desirable or valuable than other comparable mortgage
                    loans in the
                    Company’s portfolio at the related Closing Date; 

                   

                  (i)  The
                    Company will treat the transfer of the Mortgage Loans to the
                    Purchaser as a sale
                    for reporting and accounting purposes and, to the extent appropriate,
                    for
                    federal income tax purposes. The Company shall maintain a complete
                    set of books
                    and records for each Mortgage Loan which shall be clearly marked
                    to reflect the
                    ownership of such Mortgage Loan by the Purchaser; 

                   

                  (j)  The
                    Company is an approved seller/servicer of residential mortgage
                    loans for HUD,
                    with such facilities, procedures and personnel necessary for
                    the sound servicing
                    of such mortgage loans. The Company is duly qualified, licensed,
                    registered and
                    otherwise authorized under all applicable federal, state and
                    local laws and
                    regulations and is in good standing to sell mortgage loans to
                    and service
                    mortgage loans for Fannie Mae or Freddie Mac and no event has
                    occurred which
                    would make the Company unable to comply with eligibility requirements
                    or which
                    would require notification to either Fannie Mae or Freddie Mac;


                   

                  (k)  The
                    Company does not believe, nor does it have any cause or reason
                    to believe, that
                    it cannot perform each and every covenant contained in this Agreement
                    and the
                    related Confirmation applicable to it. The Company is solvent
                    and the sale of
                    the Mortgage Loans will not cause the Company to become insolvent.
                    The sale of
                    the Mortgage Loans is not undertaken with the intent to hinder,
                    delay or defraud
                    any of the Company’s creditors;

                   

                  (l)  No
                    statement, tape, diskette, form, report or other document prepared
                    by, or on
                    behalf of, the Company pursuant to this Agreement, the related
                    Confirmation or
                    in connection with the transactions contemplated hereby, contains
                    or will
                    contain any statement that is or will be inaccurate or misleading
                    in any
                    material respect. The Company has prudently originated and underwritten
                    each
                    Mortgage Loan;

                   

                  (m)  The
                    consideration received by the Company upon the sale of the Mortgage
                    Loans
                    constitutes fair consideration and reasonably equivalent value
                    for such Mortgage
                    Loans;

                   

                  (n)  The
                    Company has delivered to the Initial Purchaser financial statements
                    as to its
                    last two complete fiscal years. All such financial statements
                    fairly present the
                    pertinent results of operations and changes in financial position
                    for each of
                    such periods and the financial position at the end of each such
                    period of the
                    Company and its subsidiaries and have been prepared in accordance
                    with GAAP
                    consistently applied throughout the periods involved, except
                    as set forth in the
                    notes thereto. There has been no change in the business, operations,
                    financial
                    condition, properties or assets of the Company since the date
                    of the Company’s
                    financial statements that would have a material adverse effect
                    on its ability to
                    perform its obligations under this Agreement or the related Confirmation;
                    

                   

                  (o)  The
                    Company has not dealt with any broker, investment banker, agent
                    or other person
                    that may be entitled to any commission or compensation in connection
                    with the
                    sale of the Mortgage Loans; and

                   

                  (p)    
                     The
                    Company is a member of MERS in good standing, and will comply
                    in all material
                    respects with the rules and procedures of MERS in connection
                    with the servicing
                    of the MERS Mortgage Loans for as long as such Mortgage Loans
                    are registered
                    with MERS.

                   

                  Section
                    3.02 Representations
                    and Warranties as to Individual Mortgage Loans.

                   

                  The
                    Company hereby represents and warrants to the Purchaser, as to
                    each Mortgage
                    Loan, as of the related Closing Date and as of the related Servicing
                    Transfer
                    Date as follows:

                   

                  (a)  The
                    information set forth in the related Mortgage Loan Schedule,
                    including any
                    diskette or other related data tapes sent to the Initial Purchaser,
                    is complete,
                    true and correct in all material respects;

                   

                  (b)  The
                    Mortgage creates a (A) first lien and first priority security
                    interest with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule) or (B) second
                    lien and second
                    priority security interest with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien (as reflected on the Mortgage
                    Loan Schedule),
                    in either case, in the related Mortgaged Property securing the
                    related Mortgage
                    Note;

                   

                  (c)  All
                    payments due on or prior to the related Closing Date for such
                    Mortgage Loan have
                    been made as of the related Closing Date, the Mortgage Loan is
                    not delinquent in
                    payment more than 30 days and has not been dishonored; there
                    are no material
                    defaults under the terms of the Mortgage Loan; the Company has
                    not advanced
                    funds, or induced, solicited or knowingly received any advance
                    of funds from a
                    party other than the owner of the Mortgaged Property subject
                    to the Mortgage,
                    directly or indirectly, for the payment of any amount required
                    by the Mortgage
                    Loan; no payment with respect to each Mortgage Loan has been
                    delinquent during
                    the preceding twelve-month period;

                   

                  (d)  All
                    taxes, governmental assessments, insurance premiums, water, sewer
                    and municipal
                    charges, leasehold payments or ground rents which previously
                    became due and
                    owing have been paid, or escrow funds have been established in
                    an amount
                    sufficient to pay for every such escrowed item which remains
                    unpaid and which
                    has been assessed but is not yet due and payable;

                   

                  (e)  The
                    terms
                    of the Mortgage Note and the Mortgage have not been impaired,
                    waived, altered or
                    modified in any respect, except by written instruments which
                    have been recorded
                    to the extent any such recordation is required by law. No instrument
                    of waiver,
                    alteration or modification has been executed, and no Mortgagor
                    has been
                    released, in whole or in part, from the terms thereof except
                    in connection with
                    an assumption agreement and which assumption agreement is part
                    of the Mortgage
                    File and the terms of which are reflected in the related Mortgage
                    Loan Schedule;
                    the substance of any such waiver, alteration or modification
                    has been approved
                    by the issuer has been approved by the issuer of any related
                    title insurance
                    policy, to the extent required by the related policy.

                   

                  (f)  The
                    Mortgage Note and the Mortgage are not subject to any right of
                    rescission,
                    set-off, counterclaim or defense, including, without limitation,
                    the defense of
                    usury, nor will the operation of any of the terms of the Mortgage
                    Note or the
                    Mortgage, or the exercise of any right thereunder, render the
                    Mortgage Note or
                    Mortgage unenforceable, in whole or in part, or subject 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; and the Mortgagor was not a debtor
                    in any state
                    or federal bankruptcy or insolvency proceeding at the time the
                    Mortgage Loan was
                    originated;

                   

                  (g)  All
                    buildings or other customarily insured improvements upon the
                    Mortgaged Property
                    are insured by an insurer acceptable under the Fannie Mae Guides,
                    against loss
                    by fire, hazards of extended coverage and such other hazards
                    as are provided for
                    in the Fannie Mae Guides or by the Freddie Mac Guides, in an
                    amount representing
                    coverage not less than the lesser of (i) the maximum insurable
                    value of the
                    improvements securing such Mortgage Loans, and (ii) the greater
                    of (a) either
                    (1) the outstanding principal balance of the Mortgage Loan with
                    respect to each
                    Mortgage Loan which is indicated by the Company to be a First
                    Lien (as reflected
                    on the Mortgage Loan Schedule) or (2) with respect to each Second
                    Lien Mortgage
                    Loan, the sum of the outstanding principal balance of the first
                    lien on such
                    Mortgage Loan and the outstanding principal balance of such Second
                    Lien Mortgage
                    Loan, and (b) an amount such that the proceeds thereof shall
                    be sufficient to
                    prevent the Mortgagor and/or the mortgagee from becoming a co-insurer,
                    but in no
                    event greater than the maximum amount permitted under applicable
                    law. All such
                    standard hazard policies are in full force and effect and on
                    the date of
                    origination contained a standard mortgagee clause naming the
                    Company and its
                    successors in interest and assigns as loss payee and such clause
                    is still in
                    effect and all premiums due thereon have been paid. If required
                    by the Flood
                    Disaster Protection Act of 1973, as amended, the Mortgage Loan
                    is covered by a
                    flood insurance policy meeting the requirements of the current
                    guidelines of the
                    Federal Insurance Administration which policy conforms to Fannie
                    Mae and Freddie
                    Mac requirements, in an amount not less than the amount required
                    by the Flood
                    Disaster Protection Act of 1973, as amended. Such policy was
                    issued by an
                    insurer acceptable under Fannie Mae or Freddie Mac guidelines.
                    The Mortgage
                    obligates the Mortgagor thereunder to maintain all such insurance
                    at the
                    Mortgagor’s cost and expense, and upon the Mortgagor’s failure to do so,
                    authorizes the holder of the Mortgage to maintain such insurance
                    at the
                    Mortgagor’s cost and expense and to seek reimbursement therefor from the
                    Mortgagor;

                   

                  (h)  Each
                    Mortgage Loan and, if any, the related prepayment penalty complied
                    in all
                    material respects with any and all requirements of any federal,
                    state or local
                    law including, without limitation, usury, truth in lending, real
                    estate
                    settlement procedures, consumer credit protection, equal credit
                    opportunity,
                    fair housing, disclosure, or predatory, fair and abusive lending
                    laws applicable
                    to the origination and servicing of loans of a type similar to
                    the Mortgage
                    Loans and the consummation of the transactions contemplated hereby
                    will not
                    involve the violation of any such laws;

                   

                  (i)  The
                    Mortgage has not been satisfied, canceled or subordinated (other
                    than the
                    subordination of any Second Lien Mortgage Loan to the related
                    First Lien), in
                    whole or in part, or rescinded, and the Mortgaged Property has
                    not been released
                    from the lien of the Mortgage, in whole or in part nor has any
                    instrument been
                    executed that would effect any such release, cancellation, subordination
                    or
                    rescission. The Company has not waived the performance by the
                    Mortgagor of any
                    action, if the Mortgagor’s failure to perform such action would cause the
                    Mortgage Loan to be in default, nor has the Company waived any
                    default resulting
                    from any action or inaction by the Mortgagor;

                   

                  (j)  The
                    related Mortgage is a valid, subsisting, enforceable and perfected
                    (A) first
                    lien and first priority security interest with respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a First Lien (as reflected
                    on the
                    Mortgage Loan Schedule), or (B) second lien and second priority
                    security
                    interest with respect to each Mortgage Loan which is indicated
                    by the Company to
                    be a Second Lien Mortgage Loan (as reflected on the Mortgage
                    Loan Schedule), in
                    either case, on the Mortgaged Property including all buildings
                    on the Mortgaged
                    Property and all installations and mechanical, electrical, plumbing,
                    heating and
                    air conditioning systems affixed to such buildings, and all additions,
                    alterations and replacements made at any time with respect to
                    the foregoing
                    securing the Mortgage Note’s original principal balance. The Mortgage and the
                    Mortgage Note do not contain any evidence of any security interest
                    or other
                    interest or right thereto. Such lien is free and clear of all
                    adverse claims,
                    liens and encumbrances having priority over the first lien of
                    the Mortgage
                    subject only to (1) the lien of non-delinquent current real property
                    taxes and
                    assessments not yet due and payable, (2) covenants, conditions
                    and restrictions,
                    rights of way, easements and other matters of the public record
                    as of the date
                    of recording which are acceptable to mortgage lending institutions
                    generally and
                    either (A) which are referred to or otherwise considered in the
                    appraisal made
                    for the originator of the Mortgage Loan, or (B) which do not
                    adversely affect
                    the appraised value of the Mortgaged Property as set forth in
                    such appraisal,
                    (3) other matters to which like properties are commonly subject
                    which do not
                    materially interfere with the benefits of the security intended
                    to be provided
                    by the Mortgage or the use, enjoyment, value or marketability
                    of the related
                    Mortgaged Property and (4) with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien Mortgage Loan (as reflected
                    on the Mortgage
                    Loan Schedule) a First Lien on the Mortgaged Property. Any security
                    agreement,
                    chattel mortgage or equivalent document related to and delivered
                    in connection
                    with the Mortgage Loan establishes and creates a valid, subsisting,
                    enforceable
                    and perfected (A) first lien and first priority security interest
                    with respect
                    to each Mortgage Loan which is indicated by the Company to be
                    a First Lien (as
                    reflected on the Mortgage Loan Schedule), or (B) second lien
                    and second priority
                    security interest with respect to each Mortgage Loan which is
                    indicated by the
                    Company to be a Second Lien Mortgage Loan (as reflected on the
                    Mortgage Loan
                    Schedule), in either case, on the property described therein,
                    and the Company
                    has the full right to sell and assign the same to the Purchaser;

                   

                  (k)  The
                    Mortgage Note and the related Mortgage are original and genuine
                    and each is the
                    legal, valid and binding obligation of the maker thereof, enforceable
                    in all
                    respects in accordance with its terms subject to bankruptcy,
                    insolvency,
                    moratorium, reorganization and other laws of general application
                    affecting the
                    rights of creditors and by general equitable principles and the
                    Company has
                    taken all action necessary to transfer such rights of enforceability
                    to the
                    Purchaser. All parties to the Mortgage Note and the Mortgage
                    had the legal
                    capacity to enter into the Mortgage Loan and to execute and deliver
                    the Mortgage
                    Note and the Mortgage. The Mortgage Note and the Mortgage have
                    been duly and
                    properly executed by such parties. No fraud, error, omission,
                    misrepresentation,
                    negligence or similar occurrence with respect to a Mortgage Loan
                    has taken place
                    on the part of the Company or the Mortgagor, or, on the part
                    of any other party
                    involved in the origination or servicing of the Mortgage Loan.
                    The proceeds of
                    the Mortgage Loan have been fully disbursed and there is no requirement
                    for
                    future advances thereunder, and any and all requirements as to
                    completion of any
                    on-site or off-site improvements and as to disbursements of any
                    escrow funds
                    therefor have been complied with. All costs, fees and expenses
                    incurred in
                    making or closing the Mortgage Loan and the recording of the
                    Mortgage were paid
                    or are in the process of being paid, and the Mortgagor is not
                    entitled to any
                    refund of any amounts paid or due under the Mortgage Note or
                    Mortgage;

                   

                  (l)  The
                    Company is the sole owner of record and holder of the Mortgage
                    Loan and the
                    indebtedness evidenced by the Mortgage Note, and upon recordation
                    the Purchaser
                    or its designee will be the owner of record of the Mortgage and
                    the indebtedness
                    evidenced by the Mortgage Note, and upon the sale of the Mortgage
                    Loan to the
                    Purchaser, the Company will retain the Servicing File in trust
                    for the Purchaser
                    only for the purpose of interim servicing and supervising the
                    interim servicing
                    of the Mortgage Loan. Immediately prior to the transfer and assignment
                    to the
                    Purchaser on the related Closing Date, the Mortgage Loan, including
                    the Mortgage
                    Note and the Mortgage, were not subject to an assignment or pledge,
                    and the
                    Company had good and marketable title to and was the sole owner
                    thereof and had
                    full right to transfer and sell the Mortgage Loan to the Purchaser
                    free and
                    clear of any encumbrance, equity, lien, pledge, charge, claim
                    or security
                    interest and has the full right and authority subject to no interest
                    or
                    participation of, or agreement with, any other party, to sell
                    and assign the
                    Mortgage Loan pursuant to this Agreement and following the sale
                    of the Mortgage
                    Loan, the Purchaser will own such Mortgage Loan free and clear
                    of any
                    encumbrance, equity, participation interest, lien, pledge, charge,
                    claim or
                    security interest. The Company intends to relinquish all rights
                    to possess,
                    control and monitor the Mortgage Loan, except for the purposes
                    of interim
                    servicing the Mortgage Loan as set forth in this Agreement. Either
                    the Mortgagor
                    is a natural person or the Mortgagor is an inter-vivos trust
                    acceptable to
                    Fannie Mae. With respect to each inter-vivos trust, 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;

                   

                  (m)  Each
                    Mortgage Loan is covered by an ALTA lender’s title insurance policy issued by a
                    title insurer acceptable to Fannie Mae or Freddie Mac and qualified
                    to do
                    business in the jurisdiction where the Mortgaged Property is
                    located, insuring
                    (subject to the exceptions contained in (j)(1), (2) and (3) above
                    and, with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a Second
                    Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule)
                    clause (4)) the
                    Company, its successors and assigns, as to the first (or, where
                    applicable,
                    second) priority lien of the Mortgage in the original principal
                    amount of the
                    Mortgage Loan and, with respect to each Adjustable Rate Mortgage
                    Loan, against
                    any loss by reason of the invalidity or unenforceability of the
                    lien resulting
                    from the provisions of the Mortgage providing for adjustment
                    in the Mortgage
                    Interest Rate and Monthly Payment. Additionally, such policy
                    affirmatively
                    insures ingress and egress to and from the Mortgaged Property.
                    Where required by
                    applicable state law or regulation, the Mortgagor has been given
                    the opportunity
                    to choose the carrier of the required mortgage title insurance.
                    The Company, its
                    successors and assigns, are the sole insureds of such lender’s title insurance
                    policy, such title insurance policy has been duly and validly
                    endorsed to the
                    Purchaser or the assignment to the Purchaser of the Company’s interest therein
                    does not require the consent of or notification to the insurer
                    and such lender’s
                    title insurance policy is in full force and effect and will be
                    in full force and
                    effect upon the consummation of the transactions contemplated
                    by this Agreement
                    and the related Confirmation. No claims have been made under
                    such lender’s title
                    insurance policy, and no prior holder of the related Mortgage,
                    including the
                    Company, has done, by act or omission, anything which would impair
                    the coverage
                    of such lender’s title insurance policy;

                   

                  (n)  There
                    is
                    no default, breach, violation or event of acceleration existing
                    under the
                    Mortgage or the related Mortgage Note and no event which, with
                    the passage of
                    time or with notice and the expiration of any grace or cure period,
                    would
                    constitute a default, breach, violation or event permitting acceleration;
                    and
                    neither the Company nor any prior mortgagee has waived any default,
                    breach,
                    violation or event permitting acceleration. With respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a Second Lien Mortgage
                    Loan (as
                    reflected on the Mortgage Loan Schedule) (i) the First Lien is
                    in full force and
                    effect, (ii) there is no default, breach, violation or event
                    of acceleration
                    existing under such First Lien mortgage or the related mortgage
                    note, (iii)
                    either no consent for the Mortgage Loan is required by the holder
                    of the First
                    Lien or such consent has been obtained and is contained in the
                    Mortgage File,
                    (iv) to the best of Company’s knowledge, no event which, with the passage of
                    time or with notice and the expiration of any grace or cure period,
                    would
                    constitute a default, breach, violation or event of acceleration
                    thereunder, and
                    either (A) the First Lien mortgage contains a provision which
                    allows or (B)
                    applicable law requires, the mortgagee under the Second Lien
                    Mortgage Loan to
                    receive notice of, and affords such mortgagee an opportunity
                    to cure any default
                    by payment in full or otherwise under the First Lien mortgage,
                    and (v) such
                    Second Lien Mortgage Loan is secured by a one- to four-family
                    residence that is
                    the principal residence of the Mortgagor;

                   

                  (o)  There
                    are
                    no mechanics’ or similar liens or claims which have been filed for work, labor
                    or material (and no rights are outstanding that under law could
                    give rise to
                    such liens) affecting the related Mortgaged Property which are
                    or may be liens
                    prior to or equal to the lien of the related Mortgage;

                   

                  (p)  All
                    improvements subject to the Mortgage which were considered in
                    determining the
                    Appraised Value of the Mortgaged Property lie wholly within the
                    boundaries and
                    building restriction lines of the Mortgaged Property (and wholly
                    within the
                    project with respect to a condominium unit) and no improvements
                    on adjoining
                    properties encroach upon the Mortgaged Property except those
                    which are insured
                    against by the title insurance policy referred to in clause (m)
                    above and all
                    improvements on the property comply with all applicable zoning
                    and subdivision
                    laws and ordinances;

                   

                  (q)  The
                    Mortgage Loan was originated by or for the Company. The Mortgage
                    Loan complies
                    with all the terms, conditions and requirements of the Company’s Underwriting
                    Standards in effect at the time of origination of such Mortgage
                    Loan. The
                    Mortgage Notes and Mortgages (exclusive of any riders) are on
                    forms generally
                    acceptable to Fannie Mae or Freddie Mac. The Company is currently
                    selling loans
                    to Fannie Mae and/or Freddie Mac which are the same document
                    forms as the
                    Mortgage Notes and Mortgages (inclusive of any riders). The Mortgage
                    Loan bears
                    interest at the Mortgage Interest Rate set forth in the related
                    Mortgage Loan
                    Schedule, and Monthly Payments under the Mortgage Note are due
                    and payable on
                    the first day of each month. The Mortgage contains the usual
                    and enforceable
                    provisions of the originator at the time of origination for the
                    acceleration of
                    the payment of the unpaid principal amount of the Mortgage Loan
                    if the related
                    Mortgaged Property is sold without the prior consent of the mortgagee
                    thereunder;

                   

                  (r)  The
                    Mortgaged Property is not subject to any material damage by waste,
                    fire,
                    earthquake, windstorm, flood or other casualty, and is in good
                    repair. At
                    origination of the Mortgage Loan there was, and there currently
                    is, no
                    proceeding pending for the total or partial condemnation of the
                    Mortgaged
                    Property. There have not been any condemnation proceedings with
                    respect to the
                    Mortgaged Property and there are no such proceedings scheduled
                    to commence at a
                    future date;

                   

                  (s)  The
                    related Mortgage contains customary and enforceable provisions
                    such as to render
                    the rights and remedies of the holder thereof adequate for the
                    realization
                    against the Mortgaged Property of the benefits of the security
                    provided thereby.
                    There is no homestead or other exemption available to the Mortgagor
                    which would
                    interfere with the right to sell the Mortgaged Property at a
                    trustee’s sale or
                    the right to foreclose the Mortgage;

                   

                  (t)  If
                    the
                    Mortgage constitutes a deed of trust, a trustee, authorized and
                    duly qualified
                    if required under applicable law to act as such, has been properly
                    designated
                    and currently so serves and is named in the Mortgage, and no
                    fees or expenses
                    are or will become payable by the Purchaser to the trustee under
                    the deed of
                    trust, except in connection with a trustee’s sale or attempted sale after
                    default by the Mortgagor;

                   

                  (u)  The
                    Mortgage File contains an appraisal of the related Mortgaged
                    Property which, (a)
                    with respect to First Lien Mortgage Loans, was on appraisal form
                    1004 or form
                    2055 with an interior inspection, or (b) with respect to Second
                    Lien Mortgage
                    Loans, was on appraisal form 704, 2065 or 2055 with an exterior
                    only inspection,
                    and (c) with respect to (a) or (b) above, was signed prior to
                    the final approval
                    of the mortgage loan application by a Qualified Appraiser, who
                    had no interest,
                    direct or indirect, in the Mortgaged Property or in any loan
                    made on the
                    security thereof, and whose compensation is not affected by the
                    approval or
                    disapproval of the Mortgage Loan, and the appraisal and appraiser
                    both satisfy
                    the requirements of Fannie Mae or Freddie Mac and Title XI of
                    FIRREA and the
                    regulations promulgated thereunder, all as in effect on the date
                    the Mortgage
                    Loan was originated. The appraisal is in a form acceptable to
                    Fannie Mae or
                    Freddie Mac;

                   

                  (v)  All
                    parties which have had any interest in the Mortgage, whether
                    as mortgagee,
                    assignee, pledgee or otherwise, are (or, during the period in
                    which they held
                    and disposed of such interest, were) (A) in compliance with any
                    and all
                    applicable licensing requirements of the laws of the state wherein
                    the Mortgaged
                    Property is located, and (B) (1) organized under the laws of
                    such state, or (2)
                    qualified to do business in such state, or (3) federal savings
                    and loan
                    associations or national banks or a Federal Home Loan Bank or
                    savings bank
                    having principal offices in such state, or (4) not doing business
                    in such
                    state;

                   

                  (w)  The
                    related Mortgage Note is not and has not been secured by any
                    collateral except
                    the lien of the corresponding Mortgage and the security interest
                    of any
                    applicable security agreement or chattel mortgage referred to
                    in (j) above and
                    such collateral does not serve as security for any other
                    obligation;

                   

                  (x)  The
                    Mortgagor has received all disclosure materials required by applicable
                    law with
                    respect to the making of such mortgage loans;

                   

                  (y)  The
                    Mortgage Loan does not contain “graduated payment” features and does not have a
                    shared appreciation or other contingent interest feature; no
                    Mortgage Loan
                    contains any buydown provisions;

                   

                  (z)  The
                    Mortgagor is not in bankruptcy and the Mortgagor is not insolvent
                    and the
                    Company has no knowledge of any circumstances or condition with
                    respect to the
                    Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
                    standing that could reasonably be expected to cause investors
                    to regard the
                    Mortgage Loan as an unacceptable investment, cause the Mortgage
                    Loan to become
                    delinquent, or materially adversely affect the value or marketability
                    of the
                    Mortgage Loan;

                   

                  (aa)  Principal
                    payments on the Mortgage Loan commenced no more than sixty (60)
                    days after the
                    funds were disbursed in connection with the Mortgage Loan. The
                    Mortgage Loans
                    have an original term to maturity of not more than 30 years,
                    with interest
                    payable in arrears on the first day of each month. Each Mortgage
                    Note requires a
                    monthly payment which is sufficient to fully amortize the original
                    principal
                    balance over the original term thereof (other than during the
                    interest-only
                    period with respect to a Mortgage Loan identified on the related
                    Mortgage Loan
                    Schedule as an interest-only Mortgage Loan) and to pay interest
                    at the related
                    Mortgage Interest Rate. With respect to each Mortgage Loan identified
                    on the
                    Mortgage Loan Schedule as an interest-only Mortgage Loan, the
                    interest-only
                    period does not exceed ten (10) years (or such lesser period
                    specified on the
                    Mortgage Loan Schedule) and following the expiration of such
                    interest-only
                    period, the remaining Monthly Payments shall be sufficient to
                    fully amortize the
                    original principal balance over the remaining term of the Mortgage
                    Loan. No
                    Mortgage Loan contains terms or provisions which would result
                    in negative
                    amortization. No Mortgage Loan provides for the capitalization
                    or forbearance of
                    interest;

                   

                  (bb)  No
                    Mortgage Loan is subject to a lender-paid mortgage insurance
                    policy;


                   

                  (cc)  As
                    to any
                    Mortgage Loan which is not a MERS Mortgage Loan, the Assignment
                    of Mortgage is
                    in recordable form and is acceptable for recording under the
                    laws of the
                    jurisdiction in which the Mortgaged Property is located;

                   

                  (dd)  The
                    Mortgaged Property is located in the state identified in the
                    related Mortgage
                    Loan Schedule and consists of a single parcel of real property
                    with a detached
                    single family residence erected thereon, or a townhouse, or a
                    two-to four-family
                    dwelling, or an individual condominium unit in a condominium
                    project, or an
                    individual unit in a planned unit development or a de minimis
                    planned unit
                    development, provided, however, that no residence or dwelling
                    is a single parcel
                    of real property with a cooperative housing corporation erected
                    thereon, or a
                    mobile home. As of the date of origination, no portion of the
                    Mortgaged Property
                    was used for commercial purposes, and since the date or origination
                    no portion
                    of the Mortgaged Property has been used for commercial purposes;

                   

                  (ee)  Except
                    as
                    set forth on the related Mortgage Loan Schedule, none of the
                    Mortgage Loans are
                    subject to a Prepayment Penalty. For any Mortgage Loan originated
                    prior to
                    October 1, 2002 that is subject to a Prepayment Penalty, such
                    prepayment penalty
                    does not extend beyond five years after the date of origination.
                    For any
                    Mortgage Loan originated on or following October 1, 2002 that
                    is subject to a
                    Prepayment Penalty, such prepayment penalty does not extend beyond
                    three years
                    after the date of origination. Any such prepayment penalty is
                    permissible and
                    enforceable in accordance with its terms upon the Mortgagor’s full and voluntary
                    principal prepayment under applicable law. With respect to any
                    Mortgage Loan
                    that contains a provision permitting imposition of a penalty
                    upon a prepayment
                    prior to maturity: (i) the Mortgage Loan provides some benefit
                    to the Mortgagor
                    (e.g., a rate or fee reduction) in exchange for accepting such
                    a prepayment
                    penalty; (ii) the Mortgage Loan’s originator had a written policy of offering
                    the Mortgagor, or requiring third-party brokers to offer the
                    Mortgagor, the
                    option of obtaining a Mortgage Loan that did not require payment
                    of such a
                    prepayment penalty and the Mortgagor was offer such a product
                    by the Mortgage
                    Loan’s originator; (iii) the prepayment penalty was adequately disclosed
                    to the
                    Mortgagor in the loan documents pursuant to applicable state
                    and federal law;
                    and (iv) such prepayment penalty shall not be imposed in any
                    instance where the
                    Mortgage Loan is accelerated or paid off in connection with the
                    workout of a
                    delinquent mortgage or due to the Mortgagor’s default, notwithstanding that the
                    terms of the Mortgage Loan or state or federal law might permit
                    the imposition
                    of such a prepayment penalty;

                   

                  (ff)  The
                    Mortgaged Property is lawfully occupied under applicable law,
                    and 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;

                   

                  (gg)  If
                    the
                    Mortgaged Property is a condominium unit or a planned unit development
                    (other
                    than a de minimis planned unit development), such condominium
                    or planned unit
                    development project meets the eligibility requirements of Fannie
                    Mae and Freddie
                    Mac;

                   

                  (hh)  
                    There is
                    no pending action or proceeding directly involving the Mortgaged
                    Property in
                    which compliance with any environmental law, rule or regulation
                    is an issue;
                    there is no violation of any environmental law, rule or regulation
                    with respect
                    to the Mortgaged Property; and nothing further remains to be
                    done to satisfy in
                    full all requirements of each such law, rule or regulation constituting
                    a
                    prerequisite to use and enjoyment of said property;

                   

                  (ii)  The
                    Mortgagor has not notified the Company requesting relief under
                    the Soldiers’ and
                    Sailors’ Civil Relief Act of 1940 or the Servicemembers Civil Relief Act,
                    and
                    the Company has no knowledge of any relief requested or allowed
                    to the Mortgagor
                    under the Soldiers’ and Sailors’ Civil Relief Act of 1940 or the Servicemembers
                    Civil Relief Act or any similar state laws;

                   

                  (jj)  As
                    of the
                    related Closing Date, no Mortgage Loan was in construction or
                    rehabilitation
                    status or has facilitated the trade-in or exchange of a Mortgaged
                    Property;

                   

                  (kk)  No
                    action
                    has been taken or failed to be taken on or prior to the related
                    Closing Date
                    which has resulted or will result in an exclusion from, denial
                    of, or defense to
                    coverage under any insurance policy related to a Mortgage Loan
                    (including,
                    without limitation, any exclusions, denials or defenses which
                    would limit or
                    reduce the availability of the timely payment of the full amount
                    of the loss
                    otherwise due thereunder to the insured) whether arising out
                    of actions,
                    representations, errors, omissions, negligence, or fraud, or
                    for any other
                    reason under such coverage;

                   

                  (ll)  The
                    Mortgage Loan was originated by a savings and loan association,
                    a savings bank,
                    a commercial bank, a credit union, an insurance company, or similar
                    institution
                    which is supervised and examined by a federal or state authority,
                    or by a
                    mortgagee approved by the Secretary of HUD pursuant to Sections
                    203 and 211 of
                    the National Housing Act;

                   

                  (mm)  No
                    Mortgaged Property is subject to a ground lease;

                   

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

                   

                  (oo)  With
                    respect to any Mortgage Loan as to which an affidavit has been
                    delivered to the
                    Purchaser certifying that the original Mortgage Note has been
                    lost or destroyed
                    and not been replaced, if such Mortgage Loan is subsequently
                    in default, the
                    enforcement of such Mortgage Loan will not be materially adversely
                    affected by
                    the absence of the original Mortgage Note;

                   

                  (pp)  Each
                    Mortgage Loan constitutes a qualified mortgage under Section
                    860G(a)(3)(A) of
                    the Code and Treasury Regulations Section 1.860G-2(a)(1);

                   

                  (qq)  Except
                    as
                    provided in Section 2.06, the Mortgage Note, the Mortgage, the
                    Assignment of
                    Mortgage and the other Mortgage Loan Documents set forth in Exhibit
                    A-1 and
                    required to be delivered on the related Closing Date have been
                    delivered to the
                    Purchaser or its designee all in compliance with the specific
                    requirements of
                    this Agreement. With respect to each Mortgage Loan, the Company
                    is in possession
                    of a complete Mortgage File and Servicing File except for such
                    documents as have
                    been delivered to the Purchaser or its designee;

                   

                  (rr)  All
                    information supplied by, on behalf of, or concerning the Mortgagor
                    is true,
                    accurate and complete and does not contain any statement that
                    is or will be
                    inaccurate or misleading in any material respect; 

                   

                  (ss)  
                    To the
                    best of the Company’s knowledge, there does not exist on the related Mortgaged
                    Property any hazardous substances, hazardous wastes or solid
                    wastes, as such
                    terms are defined in the Comprehensive Environmental Response
                    Compensation and
                    Liability Act, the Resource Conservation and Recovery Act of
                    1976, or other
                    federal, state or local environmental legislation; 

                   

                  (tt)  No
                    Mortgage Loan had a Loan-to-Value Ratio at the time of origination
                    of more than
                    95% and no Mortgage Loan had a Combined Loan-to-Value Ratio at
                    the time of
                    origination of more than 100%;

                   

                  (uu)  No
                    Mortgage Loan is (a) subject to, covered by or in violation of
                    the Home
                    Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
                    cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
                    law, including any predatory or abusive lending laws (or a similarly
                    classified
                    loan using different terminology under a law imposing heightened
                    regulatory
                    scrutiny or additional legal liability for a residential mortgage
                    loan having
                    high interest rates, points and/or fees), (c) a High Cost Loan
                    or Covered Loan,
                    as applicable (as such terms are defined in the current version
                    of Standard
& Poor’s LEVELS® Glossary, Appendix E) or (d) in violation of any state law
                    or ordinance comparable to HOEPA. No Mortgage Loan (including
                    purchase money
                    loans or refinance transactions) has an “annual percentage rate” or “total
                    points and fees” payable by the Mortgagor (as each such term is defined under
                    HOEPA) that equal or exceed the applicable thresholds defined
                    under HOEPA
                    (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i)
                    and
                    (ii));

                   

                  (vv)  No
                    Mortgagor was required to purchase any credit life, disability,
                    accident,
                    unemployment, property or health insurance product or debt cancellation
                    agreement as a condition of obtaining the extension of credit.
                    No Mortgagor
                    obtained a prepaid single premium credit life, disability, unemployment,
                    property, mortgage, accident or health insurance policy in connection
                    with the
                    origination of the Mortgage Loan; No proceeds from any Mortgage
                    Loan were used
                    to purchase or finance single-premium insurance policies or debt
                    cancellation
                    agreements as part of the origination of or as a condition to
                    closing, such
                    Mortgage Loan;

                   

                  (ww)  Any
                    principal advances made to the Mortgagor prior to the related
                    Closing Date have
                    been consolidated with the outstanding principal amount secured
                    by the Mortgage,
                    and the secured principal amount, as consolidated, bears a single
                    interest rate
                    and single repayment term. The lien of the Mortgage securing
                    the consolidated
                    principal amount is expressly insured as having (A) first lien
                    priority with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule), or (B) second
                    lien priority
                    with respect to each Mortgage Loan which is indicated by the
                    Company to be a
                    Second Lien Mortgage Loan (as reflected on the Mortgage Loan
                    Data Transmission),
                    in either case, by a title insurance policy, an endorsement to
                    the policy
                    insuring the mortgagee’s consolidated interest or by other title evidence
                    acceptable to Fannie Mae and Freddie Mac. The consolidated principal
                    amount does
                    not exceed the original principal amount of the Mortgage Loan;

                   

                  (xx)  Interest
                    on each Mortgage Loan is calculated on the basis of a 360-day
                    year consisting of
                    twelve 30-day months;

                   

                  (yy)  No
                    Mortgage Loan is a Balloon Mortgage Loan;

                   

                  (zz)  With
                    respect to each MERS Mortgage Loan, a MIN has been assigned by
                    MERS and such MIN
                    is accurately provided on the related Mortgage Loan Schedule.
                    The related
                    assignment of Mortgage to MERS has been duly and properly recorded;

                   

                  (aaa)  With
                    respect to each MERS Mortgage Loan, the Company has not received
                    any notice of
                    liens or legal actions with respect to such Mortgage Loan and
                    no such notices
                    have been electronically posted by MERS;

                   

                  (bbb)  Any
                    Mortgaged Property that is considered manufactured housing shall
                    be legally
                    classified as real property, is permanently affixed to a foundation
                    and must
                    assume the characteristics of site-built housing and must otherwise
                    conform to
                    the requirements of Fannie Mae and Freddie Mac, including without
                    limitation the
                    requirement that such manufactured housing will be the principal
                    residence of
                    the Mortgagor upon origination of the Mortgage Loan;

                   

                  (ccc)  With
                    respect to each Mortgage Loan, the Company has fully and accurately
                    furnished
                    complete information (e.g., favorable and unfavorable) on the
                    related borrower
                    credit files to Equifax, Experian and Trans Union Credit Information
                    Company
                    (three of the credit repositories), in accordance with the Fair
                    Credit Reporting
                    Act and its implementing regulations, on a monthly basis and
                    the Company will
                    fully furnish, in accordance with the Fair Credit Reporting Act
                    and its
                    implementing regulations, accurate and complete information (e.g.,
                    favorable and
                    unfavorable) on its borrower credit files to Equifax, Experian,
                    and Trans Union
                    Credit Information Company (three of the credit repositories),
                    on a monthly
                    basis;

                   

                  (ddd)  The
                    Company has complied with all applicable anti-money laundering
                    laws and
                    regulations, including without limitation the USA Patriot Act
                    of 2001
                    (collectively, the “Anti-Money
                    Laundering Laws”);
                    the
                    Company has established an anti-money laundering compliance program
                    as required
                    by the Anti-Money Laundering Laws, has conducted the requisite
                    due diligence in
                    connection with the origination of each Mortgage Loan for purposes
                    of the
                    Anti-Money Laundering Laws, including with respect to the legitimacy
                    of the
                    applicable Mortgagor and the origin of the assets used by the
                    said Mortgagor to
                    purchase the property in question, and maintains, and will maintain,
                    sufficient
                    information to identify the applicable Mortgagor for purposes
                    of the Anti-Money
                    Laundering Laws. No Mortgage Loan is subject to nullification
                    pursuant to
                    Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
                    the Office of Foreign Assets Control of the United States Department
                    of the
                    Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
                    OFAC Regulations, and no Mortgagor is subject to the provisions
                    of such
                    Executive Order or the OFAC Regulations nor listed as a “blocked person” for
                    purposes of the OFAC Regulations;

                   

                  (eee)  With
                    respect to each Mortgage Loan which is a Second Lien Mortgage
                    Loan the related
                    first lien does not contain any term that could result in negative
                    amortization;

                   

                  (fff)  No
                    predatory or deceptive lending practices, including but not limited
                    to, the
                    extension of credit to the applicable Mortgagor without regard
                    for said
                    Mortgagor’s ability to repay the Mortgage Loan and the extension of credit
                    to
                    said Mortgagor which has no apparent benefit to said Mortgagor,
                    were employed by
                    the originator of the Mortgage Loan in connection with the origination
                    of the
                    Mortgage Loan. Each
                    Mortgage Loan is in compliance with the anti-predatory lending
                    eligibility for
                    purchase requirements of Fannie Mae’s Selling Guide;

                   

                  (ggg)  No
                    Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending
                    Act, as amended (the “Georgia Act”) or New York Banking Law 6-1. No Mortgage
                    Loan secured by owner occupied real property or an owner occupied
                    manufactured
                    home located in the State of Georgia was originated (or modified)
                    on or after
                    October 1, 2002 through and including March 6, 2003;

                   

                  (hhh)  No
                    Mortgagor was encouraged or required to select a Mortgage Loan
                    product offered
                    by the Mortgage Loan’s originator which is a higher cost product designed for
                    less creditworthy borrowers, taking into account such facts as,
                    without
                    limitation, the mortgage loan’s requirements and the Mortgagor’s credit history,
                    income, assets and liabilities. Any Mortgagor who sought financing
                    through the
                    Mortgage Loan originator’s higher priced sup prime lending channel was directed
                    towards or offered the Mortgage Loan’s originator standard mortgage line if the
                    Borrower was able to qualify for one of the standard products.
                    If, at the time
                    of loan application, the Mortgagor may have qualified for a lower
                    cost credit
                    product then offered by any mortgage lending affiliate of the
                    Mortgage Loan’s
                    originator, the Mortgage Loan’s originator referred the Mortgagor’s application
                    to such affiliate for underwriting consideration;

                   

                  (iii)  The
                    methodology used in underwriting the extension of credit for
                    each Mortgage Loan
                    did not rely solely on the extent of the Mortgagor’s equity in the collateral as
                    the principal determining factor in approving such extension
                    of credit. The
                    methodology employed objective criteria such as the Mortgagor’s income, assets
                    and liabilities, to the proposed mortgage payment and, based
                    on such
                    methodology, the Mortgage Loan’s originator made a reasonable determination that
                    at the time of the origination the Mortgagor had the ability
                    to make timely
                    payments on the Mortgage Loan; 

                   

                  (jjj)  All
                    points, fees and charges (including finance charges) and whether
                    or not
                    financed, assessed, collected or to be collected in connection
                    with the
                    origination and servicing of each Mortgage Loan have been disclosed
                    in writing
                    to the Mortgagor in accordance with applicable state and federal
                    law and
                    regulation;

                   

                  (kkk)  All
                    Points and Fees related to each Loan were disclosed in writing
                    to the Mortgagor
                    in accordance with applicable state and federal law and regulation.
                    Except as
                    otherwise disclosed in the Mortgage Loan Schedule, no Mortgagor
                    was charged
                    Points and Fees (whether or not financed) in an amount that exceeds
                    the greater
                    of (1) 5% of the principal amount of such Mortgage Loan or (2)
                    $1,000;

                   

                  (lll)  The
                    Company will transmit full-file credit reporting data for each
                    Mortgage Loan
                    pursuant to Fannie Mae Guide Announcement 95-19 and for each
                    Mortgage Loan,
                    Company agrees it shall report one of the following statuses
                    each month as
                    follows: new origination, current, delinquent (30-, 60-, 90-days,
                    etc.),
                    foreclosed, or charged-off; 

                   

                  (mmm)  Each
                    Mortgage Loan is eligible for sale in the secondary mortgage
                    market or for
                    securitization without unreasonable credit enhancement;

                   

                  (nnn)  No
                    Mortgage Loan is a “High-Cost Home Loan” under the New Jersey Home Ownership
                    Security Act of 2002 (the “NJ Act”); and each Mortgage Loan subject to the NJ
                    Act is considered under the NJ Act as, either, a (1) purchase
                    money Home Loan,
                    (2) purchase money Covered Loan (with
                    respect to Mortgage Loans which were originated between November
                    26, 2003 and
                    July 7, 2004),
                    or (3)
                    a rate/term refinance Home Loan; 

                   

                  (ooo)  No
                    Mortgagor agreed to submit to arbitration to resolve any dispute
                    arising out of
                    or relating in any way to the Mortgage Loan transaction; 

                   

                  (ppp)  The
                    Mortgagor has not made or caused to be made any payment in the
                    nature of an
‘average’ or ‘yield spread premium’ to a mortgage broker or a like Person which
                    has not been fully disclosed to the Mortgagor;

                   

                  (qqq)  No
                    Mortgage Loan secured by a Mortgaged Property located in the
                    Commonwealth of
                    Massachusetts was made to pay off or refinance an existing loan
                    or other debt of
                    the related borrower (as the term "borrower" is defined in the
                    regulations
                    promulgated by the Massachusetts Secretary of State in connection
                    with the
                    Massachusetts General Laws Chapter 183, Section 28C) unless (a)
                    the related
                    Mortgage Interest Rate (that would be effective once the introductory
                    rate
                    expires, with respect to Adjustable Rate Mortgage Loans) did
                    or would not exceed
                    by more than 2.50% the yield on United States Treasury securities
                    having
                    comparable periods of maturity to the maturity of the related
                    Mortgage Loan as
                    of the fifteenth day of the month immediately preceding the month
                    in which the
                    application for the extension of credit was received by the related
                    lender or
                    (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the
                    Massachusetts General Laws Chapter 183, Section 28C or the regulations
                    promulgated in connection therewith) and the related Mortgage
                    Note provides that
                    the related Mortgage Interest Rate may not exceed at any time
                    the Prime rate
                    index as published in the Wall
                    Street Journal
                    plus a
                    margin of one percent;

                   

                  (rrr)  [Reserved];
                    and

                   

                  (sss)  With
                    respect to each Mortgage Loan, the related residential dwelling
                    is not a
                    manufactured housing unit.

                   

                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                 

                

                  ASSIGNMENT
                    AND RECOGNITION AGREEMENT

                   

                  THIS
                    ASSIGNMENT AND RECOGNITION AGREEMENT, dated November 30, 2006,
                    (“Agreement”)
                    among
                    UBS Real Estate Securities Inc. (“Assignor”),
                    Mortgage Asset Securitization Transactions, Inc. (“Assignee”)
                    and
                    Decision One Mortgage Company, LLC (the “Company”):

                   

                  For
                    and
                    in consideration of the sum of TEN DOLLARS ($10.00) and other
                    valuable
                    consideration the receipt and sufficiency of which hereby are
                    acknowledged, and
                    of the mutual covenants herein contained, the parties hereto
                    hereby agree as
                    follows:

                   

                   

                  I.
                    Assignment and Conveyance

                   

                  The
                    Assignor hereby conveys, sells, grants, transfers and assigns
                    to the Assignee
                    (x) all of the right, title and interest of the Assignor, as
                    purchaser, in, to
                    and under (a) those certain Mortgage Loans listed as being originated
                    by the
                    Company on the schedule (the “Mortgage
                    Loan Schedule”)
                    attached hereto as Exhibit A (the “Mortgage
                    Loans”)
                    and
                    (b) except as described below, that certain Master
                    Seller’s Purchase, Warranties and Interim Servicing Agreement dated
                    as of August
                    1, 2006,
                    as
                    amended (the “Purchase
                    Agreement”),
                    between the Assignor, as purchaser (the “Purchaser”),
                    and
                    the Company, as seller, solely insofar as the Purchase Agreement
                    relates to the
                    Mortgage Loans and (y) other than as provided below with respect
                    to the
                    enforcement of representations and warranties, none of the obligations
                    of the
                    Assignor under the Purchase Agreement.

                   

                  The
                    Assignor specifically reserves and does not assign to the Assignee
                    hereunder any
                    and all right, title and interest in, to and under and any obligations
                    of the
                    Assignor with respect to any mortgage loans subject to the Purchase
                    Agreement
                    which are not the mortgage loans set forth on the Mortgage Loan
                    Schedule and are
                    not the subject of this Agreement.

                   

                   

                  II.
                    Recognition of the Company

                   

                  From
                    and
                    after the date hereof, the Company shall and does hereby recognize
                    that the
                    Assignee will transfer the Mortgage Loans and assign its rights
                    under the
                    Purchase Agreement (solely to the extent set forth herein) and
                    this Agreement to
                    MASTR Asset-Backed Securities Trust 2006-HE4 (the “Trust”) created pursuant to a
                    Pooling and Servicing Agreement, dated as of November 1, 2006
                    (the “Pooling
                    Agreement”), among
                    the
                    Assignee, Wells Fargo Bank, N.A. as master servicer and trust
                    administrator
                    (including its successors in interest and any successor servicers
                    under the
                    Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Wells Fargo
                    Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq
                    Servicing as
                    servicers (the “Servicers”) and U.S. Bank National Association, as trustee
                    (including its successors in interest and any successor trustees
                    under the
                    Pooling Agreement, the “Trustee”).
                    The
                    Company hereby acknowledges and agrees that from and after the
                    date hereof (i)
                    the Trust will be the owner of the Mortgage Loans, (ii) the Trust
                    (including the Trustee, the Trust Administrator, the Master Servicer
                    and the
                    Servicer acting on the Trust’s behalf) shall have all the rights and remedies
                    available to the Assignor, insofar as they relate to the Mortgage
                    Loans, under
                    the Purchase Agreement, including, without limitation, the enforcement
                    of the
                    document delivery requirements and remedies with respect to breaches
                    of
                    representations and warranties set forth in the Purchase Agreement,
                    and shall be
                    entitled to enforce all of the obligations of the Company thereunder
                    insofar as
                    they relate to the Mortgage Loans, and (iii) all references to the
                    Purchaser (insofar as they relate to the rights, title and interest
                    and, with
                    respect to obligations of the Purchaser, only insofar as they
                    relate to the
                    enforcement of the representations, warranties and covenants
                    of the Company) or
                    the Custodian under the Purchase Agreement insofar as they relate
                    to the
                    Mortgage Loans, shall be deemed to refer to the Trust (including
                    the Trustee,
                    the Trust Administrator, the Master Servicer and the Servicer
                    acting on the
                    Trust’s behalf). Neither the Company nor the Assignor shall amend or
                    agree to
                    amend, modify, waiver, or otherwise alter any of the terms or
                    provisions of the
                    Purchase Agreement which amendment, modification, waiver or other
                    alteration
                    would in any way affect the Mortgage Loans or the Company’s performance under
                    the Purchase Agreement with respect to the Mortgage Loans without
                    the prior
                    written consent of the Trustee.

                   

                   

                  III.
                    Representations and Warranties of the Company

                   

                  1. The
                    Company warrants and represents to the Assignor, the Assignee
                    and the Trust as
                    of the date hereof that:

                   

                  (a)  Attached
                    hereto as Exhibit
                    B
                    is a
                    true and accurate copy of the representations and warranties
                    set forth in
                    Sections 3.01 and 3.02 of the Purchase Agreement, which Purchase
                    Agreement is in
                    full force and effect as of the date hereof and the provisions
                    of which have not
                    been waived, amended or modified in any respect, nor has any
                    notice of
                    termination been given thereunder;

                   

                  (b)  The
                    Company is duly organized, validly existing and in good standing
                    under the laws
                    of the jurisdiction of its incorporation;

                   

                  (c)  The
                    Company has full power and authority to execute, deliver and
                    perform its
                    obligations under this Agreement and has full power and authority
                    to perform its
                    obligations under the Purchase Agreement. The execution by the
                    Company of this
                    Agreement is in the ordinary course of the Company’s business and will not
                    conflict with, or result in a breach of, any of the terms, conditions
                    or
                    provisions of the Company’s charter or bylaws or any legal restriction, or any
                    material agreement or instrument to which the Company is now
                    a party or by which
                    it is bound, or result in the violation of any law, rule, regulation,
                    order,
                    judgment or decree to which the Company or its property is subject.
                    The
                    execution, delivery and performance by the Company of this Agreement
                    have been
                    duly authorized by all necessary corporate action on part of
                    the Company. This
                    Agreement has been duly executed and delivered by the Company,
                    and, upon the due
                    authorization, execution and delivery by the Assignor and the
                    Assignee, will
                    constitute the valid and legally binding obligation of the Company,
                    enforceable
                    against the Company in accordance with its terms except as enforceability
                    may be
                    limited by bankruptcy, reorganization, insolvency, moratorium
                    or other similar
                    laws now or hereafter in effect relating to creditors’ rights generally, and by
                    general principles of equity regardless of whether enforceability
                    is considered
                    in a proceeding in equity or at law; 

                   

                  (d)  No
                    consent, approval, order or authorization of, or declaration,
                    filing or
                    registration with, any governmental entity is required to be
                    obtained or made by
                    the Company in connection with the execution, delivery or performance
                    by the
                    Company of this Agreement; and

                   

                  (e)  There
                    is
                    no action, suit, proceeding or investigation pending or threatened
                    against the
                    Company, before any court, administrative agency or other tribunal,
                    which would
                    draw into question the validity of this Agreement or the Purchase
                    Agreement, or
                    which, either in any one instance or in the aggregate, would
                    result in any
                    material adverse change in the ability of the Company to perform
                    its obligations
                    under this Agreement or the Purchase Agreement, and the Company
                    is
                    solvent.

                   

                  2. Pursuant
                    to Section 8.01(b)(iii) of the Purchase Agreement, the Company
                    hereby represents
                    and warrants, for the benefit of the Assignor, the Assignee and
                    the Trust, that
                    the representations and warranties set forth in Sections 3.01
                    and 3.02 of the
                    Purchase Agreement (set forth on Schedule 1 hereto), are true
                    and correct as of
                    the date hereof, as if such representations and warranties were
                    made on such
                    date.

                   

                  3. The
                    Assignor hereby makes the following representations and warranties
                    as of the
                    date hereof:

                   

                  (a)  Each
                    Mortgage Loan at the time it was made complied in all material
                    respects with
                    applicable local, state, and federal laws, including, but not
                    limited to, all
                    applicable predatory and abusive lending laws;

                   

                  (b)  None
                    of
                    the Mortgage Loans are High Cost as defined by any applicable
                    predatory and
                    abusive lending laws;

                   

                  (c)  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®
                    Glossary
                    which is now Version 5.7 Revised, Appendix E); and

                   

                  (d)  No
                    Mortgage Loan originated on or after October 1, 2002 through
                    March 6, 2003 is
                    governed by the Georgia Fair Lending Act;

                   

                   

                  IV.
                    Remedies for Breach of Representations and Warranties

                   

                  The
                    Company hereby acknowledges and agrees that the remedies available
                    to the
                    Assignor, the Assignee and the Trust (including the Trustee and
                    the Master
                    Servicer acting on the Trust’s behalf) in connection with any breach of the
                    representations and warranties made by the Company set forth
                    in Section 3 hereof
                    shall be as set forth in Subsection 3.03 of the Purchase Agreement
                    as if they
                    were set forth herein (including without limitation the repurchase
                    and indemnity
                    obligations set forth therein). It is understood by the parties
                    hereto that a
                    breach of the representations and warranties made in Sections
                    3.02 (h), (n),
                    (ee), (pp), (uu), (vv), (ccc), (ggg), (hhh), (iii), (jjj), (ooo),
                    (rrr) or (sss)
                    of the Purchase Agreement shall be deemed to materially and adversely
                    affect the
                    value of the related mortgage loan or the interests of the Trust
                    in the related
                    mortgage loans.

                   

                  The
                    Company
                    shall
                    repurchase any Mortgage Loan sold to the
                    Assignor
                    for
                    which the first monthly payment due in September 2006 or October
                    2006 becomes 30
                    days past due (each, a “Delinquent Loan”) or, in lieu of repurchase of a
                    Delinquent Loan by the
                    Company, the Assignor and the Company
                    may
                    agree to a substitution of another Mortgage Loan for any Delinquent
                    Loan. Any
                    such substituted Mortgage Loan will be subject to the
                    Assignor’s
                    acceptability. Such repurchase will be made at the
                    Repurchase Price (as defined in the Purchase Agreement). 

                  


                   

                   The
                    Assignor hereby acknowledges and agrees that the remedies available
                    to the
                    Assignee and the Trust (including the Trustee and the Master
                    Servicer acting on
                    the Trust’s behalf) in connection with any breach of the representations
                    and
                    warranties made by the Assignor set forth in Section 3 hereof
                    shall be as set
                    forth in Section 2.03 of the Pooling and Servicing Agreement
                    as if they were set
                    forth herein (including without limitation the repurchase obligations
                    set forth
                    therein). The
                    Assignor hereby acknowledges and agrees that a breach of any
                    one of the
                    representations set forth in Section 5 above will be deemed to
                    materially
                    adversely affect the interests of the certificateholders and
                    shall require a
                    repurchase of the affected Mortgage Loan(s).

                   

                  Notwithstanding
                    the foregoing, the Assignor may, at its option, satisfy any obligation
                    of the
                    Company with respect to any breach of representation and warranty
                    made by the
                    Company regarding the Mortgage Loans.

                   

                   

                  V.
                    Miscellaneous

                   

                  This
                    Agreement shall be construed in accordance with the laws of the
                    State of New
                    York, without regard to conflicts of law principles, and the
                    obligations, rights
                    and remedies of the parties hereunder shall be determined in
                    accordance with
                    such laws. 

                   

                  No
                    term
                    or provision of this Agreement may be waived or modified unless
                    such waiver or
                    modification is in writing and signed by the party against whom
                    such waiver or
                    modification is sought to be enforced, with the prior written
                    consent of the
                    Trustee and the Trust Administrator. 

                   

                  This
                    Agreement shall inure to the benefit of (i) the successors and
                    assigns of the
                    parties hereto and (ii) the Trust (including the Trustee, the
                    Trust
                    Administrator and the Master Servicer acting on the Trust’s behalf). Any entity
                    into which Assignor, Assignee or Company may be merged or consolidated
                    shall,
                    without the requirement for any further writing, be deemed Assignor,
                    Assignee or
                    Company, respectively, hereunder. 

                   

                  Each
                    of
                    this Agreement and the Purchase Agreement shall survive the conveyance
                    of the
                    Mortgage Loans and the assignment of the Purchase Agreement (to
                    the extent
                    assigned hereunder) by Assignor to Assignee and by Assignee to
                    the Trust and
                    nothing contained herein shall supersede or amend the terms of
                    the Purchase
                    Agreement.

                   

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

                   

                  In
                    the
                    event that any provision of this Agreement conflicts with any
                    provision of the
                    Purchase Agreement with respect to the Mortgage Loans, the terms
                    of this
                    Agreement shall control. 

                   

                  Capitalized
                    terms used in this Agreement (including the exhibits hereto)
                    but not defined in
                    this Agreement shall have the meanings given to such terms in
                    the Purchase
                    Agreement.

                   

                   

                  [SIGNATURE
                    PAGE FOLLOWS]

                   

                  



                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  



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

                   

                  
                    	 	 	 	 	 	 	 	
                            UBS
                              REAL ESTATE SECURITIES INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            MORTGAGE
                              ASSET SECURITIZATION TRANSACTIONS, INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                  


                  


                  
                    	 	 	 	 	 	 	 	
                            DECISION
                              ONE MORTGAGE COMPANY, LLC

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                  


                  


                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  


                  



                  EXHIBIT
                    A

                  


                  Mortgage
                    Loan Schedule

                  


                  


                  Available
                    Upon Request

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
 

                  SCHEDULE
                    1

                  


                  Capitalized
                    terms used herein but not defined in this Schedule 1 shall have
                    the meanings
                    given to such terms in the Purchase Agreement:

                   

                  Section
                    3.01 Representations
                    and Warranties of the Company. 

                   

                  The
                    Company represents, warrants and covenants to the Purchaser that
                    as of each
                    Closing Date and as of each Servicing Transfer Date or as of
                    such date
                    specifically provided herein:

                   

                  (a)  The
                    Company is a limited liability company duly organized and validly
                    existing under
                    the laws of the State of North Carolina. The Company has all
                    licenses necessary
                    to carry out its business as now being conducted, and is licensed
                    and qualified
                    to transact business in and is in good standing under the laws
                    of each state in
                    which any Mortgaged Property is located or is otherwise exempt
                    under applicable
                    law from such licensing or qualification or is otherwise not
                    required under
                    applicable law to effect such licensing or qualification and
                    no demand for such
                    licensing or qualification has been made upon the Company by
                    any such state, and
                    in any event the Company is in compliance with the laws of any
                    such state to the
                    extent necessary to ensure the enforceability of each Mortgage
                    Loan and the
                    interim servicing of the Mortgage Loans in accordance with the
                    terms of this
                    Agreement. No licenses or approvals obtained by the Company have
                    been suspended
                    or revoked by any court, administrative agency, arbitrator or
                    governmental body
                    and no proceedings are pending which might result in such suspension
                    or
                    revocation;

                   

                  (b)  The
                    Company has the full power and authority and legal right to hold,
                    transfer and
                    convey each Mortgage Loan, to sell each Mortgage Loan and to
                    execute, deliver
                    and perform, and to enter into and consummate all transactions
                    contemplated by
                    this Agreement and the related Confirmation and to conduct its
                    business as
                    presently conducted; the Company has duly authorized the execution,
                    delivery and
                    performance of this Agreement and any agreements contemplated
                    hereby, has duly
                    executed and delivered this Agreement and the related Confirmation,
                    and any
                    agreements contemplated hereby, and this Agreement and the related
                    Confirmation
                    and each Assignment of Mortgage to the Purchaser and any agreements
                    contemplated
                    hereby, constitute the legal, valid and binding obligations of
                    the Company,
                    enforceable against it in accordance with their respective terms,
                    except as such
                    enforceability may be limited by bankruptcy, insolvency, moratorium,
                    reorganization and similar laws, and by equitable principles
                    affecting the
                    enforceability of the rights of creditors; and all requisite
                    corporate action
                    has been taken by the Company to make this Agreement, the related
                    Confirmation
                    and all agreements contemplated hereby valid and binding upon
                    the Company in
                    accordance with their terms;

                   

                  (c)  Neither
                    the execution and delivery of this Agreement, the related Confirmation,
                    the sale
                    of the Mortgage Loans to the Purchaser, the consummation of the
                    transactions
                    contemplated hereby, nor the fulfillment of or compliance with
                    the terms and
                    conditions of this Agreement and the related Confirmation will
                    conflict with any
                    of the terms, conditions or provisions of the Company’s charter or by-laws or
                    materially conflict with or result in a material breach of any
                    of the terms,
                    conditions or provisions of any legal restriction or any agreement
                    or instrument
                    to which the Company is now a party or by which it is bound,
                    or constitute a
                    default or result in an acceleration under any of the foregoing,
                    or result in
                    the material violation of any law, rule, regulation, order, judgment
                    or decree
                    to which the Company or its property is subject;

                   

                  (d)  There
                    is
                    no litigation, suit, proceeding or investigation pending or threatened,
                    or any
                    order or decree outstanding, which is reasonably likely to have
                    a material
                    adverse effect on the sale of the Mortgage Loans, the execution,
                    delivery,
                    performance or enforceability of this Agreement or the related
                    Confirmation, or
                    which is reasonably likely to have a material adverse effect
                    on the financial
                    condition of the Company;

                   

                  (e)  No
                    consent, approval, authorization or order of any court or governmental
                    agency or
                    body is required for the execution, delivery and performance
                    by the Company of
                    or compliance by the Company with this Agreement and the related
                    Confirmation,
                    except for consents, approvals, authorizations and orders which
                    have been
                    obtained;

                   

                  (f)  The
                    consummation of the transactions contemplated by this Agreement
                    and the related
                    Confirmation are in the ordinary course of business of the Company,
                    and the
                    transfer, assignment and conveyance of the Mortgage Notes and
                    the Mortgages by
                    the Company pursuant to this Agreement and the related Confirmation
                    are not
                    subject to bulk transfer or any similar statutory provisions
                    in effect in any
                    applicable jurisdiction;

                   

                  (g)  The
                    origination, servicing and collection practices with respect
                    to each Mortgage
                    Note and Mortgage have been legal and in accordance with applicable
                    laws and
                    regulations, and in all material respects in accordance with
                    Accepted Servicing
                    Practices. The Company further represents and warrants that:
                    with respect to
                    escrow deposits and payments that the Company is entitled to
                    collect, all such
                    payments are in the possession of, or under the control of, the
                    Company or its
                    delegate, and there exist no deficiencies in connection therewith
                    for which
                    customary arrangements for repayment thereof have not been made;
                    all escrow
                    payments have been collected and are being maintained in full
                    compliance with
                    applicable state and federal law and the provisions of the related
                    Mortgage Note
                    and Mortgage; as to any Mortgage Loan that is the subject of
                    an escrow, escrow
                    of funds is not prohibited by applicable law and has been established
                    in an
                    amount sufficient to pay for every escrowed item that remains
                    unpaid and has
                    been assessed but is not yet due and payable; no escrow deposits
                    or other
                    charges or payments due under the Mortgage Note have been capitalized
                    under any
                    Mortgage or the related Mortgage Note; all Mortgage Interest
                    Rate adjustments
                    have been made in strict compliance with state and federal law
                    and the terms of
                    the related Mortgage Note; and any interest required to be paid
                    pursuant to
                    state and local law has been properly paid and credited;

                   

                  (h)  The
                    Company has not used selection procedures that identified the
                    Mortgage Loans as
                    being less desirable or valuable than other comparable mortgage
                    loans in the
                    Company’s portfolio at the related Closing Date; 

                   

                  (i)  The
                    Company will treat the transfer of the Mortgage Loans to the
                    Purchaser as a sale
                    for reporting and accounting purposes and, to the extent appropriate,
                    for
                    federal income tax purposes. The Company shall maintain a complete
                    set of books
                    and records for each Mortgage Loan which shall be clearly marked
                    to reflect the
                    ownership of such Mortgage Loan by the Purchaser; 

                   

                  (j)  The
                    Company is an approved seller/servicer of residential mortgage
                    loans for HUD,
                    with such facilities, procedures and personnel necessary for
                    the sound servicing
                    of such mortgage loans. The Company is duly qualified, licensed,
                    registered and
                    otherwise authorized under all applicable federal, state and
                    local laws and
                    regulations and is in good standing to sell mortgage loans to
                    and service
                    mortgage loans and no event has occurred which would make the
                    Company unable to
                    comply with eligibility requirements or which would require notification
                    to HUD;


                   

                  (k)  The
                    Company does not believe, nor does it have any cause or reason
                    to believe, that
                    it cannot perform each and every covenant contained in this Agreement
                    and the
                    related Confirmation applicable to it. The Company is solvent
                    and the sale of
                    the Mortgage Loans will not cause the Company to become insolvent.
                    The sale of
                    the Mortgage Loans is not undertaken with the intent to hinder,
                    delay or defraud
                    any of the Company’s creditors;

                   

                  (l)  No
                    statement, tape, diskette, form, report or other document prepared
                    by, or on
                    behalf of, the Company pursuant to this Agreement, the related
                    Confirmation or
                    in connection with the transactions contemplated hereby, contains
                    or will
                    contain any statement that is or will be inaccurate or misleading
                    in any
                    material respect. The Company has prudently originated and underwritten
                    each
                    Mortgage Loan;

                   

                  (m)  The
                    consideration received by the Company upon the sale of the Mortgage
                    Loans
                    constitutes fair consideration and reasonably equivalent value
                    for such Mortgage
                    Loans;

                   

                  (n)  The
                    Company has delivered to the Initial Purchaser financial statements
                    as to its
                    last two complete fiscal years. All such financial statements
                    fairly present the
                    pertinent results of operations and changes in financial position
                    for each of
                    such periods and the financial position at the end of each such
                    period of the
                    Company and its subsidiaries and have been prepared in accordance
                    with GAAP
                    consistently applied throughout the periods involved, except
                    as set forth in the
                    notes thereto. There has been no change in the business, operations,
                    financial
                    condition, properties or assets of the Company since the date
                    of the Company’s
                    financial statements that would have a material adverse effect
                    on its ability to
                    perform its obligations under this Agreement or the related Confirmation;
                    

                   

                  (o)  The
                    Company has not dealt with any broker, investment banker, agent
                    or other person
                    that may be entitled to any commission or compensation in connection
                    with the
                    sale of the Mortgage Loans; and

                   

                  (p)  The
                    Company is a member of MERS in good standing, and will comply
                    in all material
                    respects with the rules and procedures of MERS in connection
                    with the servicing
                    of the MERS Mortgage Loans for as long as such Mortgage Loans
                    are registered
                    with MERS.

                   

                  Section
                    3.02 Representations
                    and Warranties as to Individual Mortgage Loans.

                   

                  The
                    Company hereby represents and warrants to the Purchaser, as to
                    each Mortgage
                    Loan, as of the related Closing Date and as of the related Servicing
                    Transfer
                    Date as follows:

                   

                  (a)  The
                    information set forth in the related Mortgage Loan Schedule,
                    including any
                    diskette or other related data tapes sent to the Initial Purchaser,
                    is complete,
                    true and correct in all material respects;

                   

                  (b)  The
                    Mortgage creates a (A) first lien and first priority security
                    interest with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule) or (B) second
                    lien and second
                    priority security interest with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien (as reflected on the Mortgage
                    Loan Schedule),
                    in either case, in the related Mortgaged Property securing the
                    related Mortgage
                    Note;

                   

                  (c)  All
                    payments due on or prior to the related Closing Date for such
                    Mortgage Loan have
                    been made as of the related Closing Date, the Mortgage Loan is
                    not delinquent in
                    payment more than 30 days and has not been dishonored; there
                    are no material
                    defaults under the terms of the Mortgage Loan; the Company has
                    not advanced
                    funds, or induced, solicited or knowingly received any advance
                    of funds from a
                    party other than the owner of the Mortgaged Property subject
                    to the Mortgage,
                    directly or indirectly, for the payment of any amount required
                    by the Mortgage
                    Loan; no payment with respect to each Mortgage Loan has been
                    delinquent during
                    the preceding twelve-month period;

                   

                  (d)  All
                    taxes, governmental assessments, insurance premiums, water, sewer
                    and municipal
                    charges, leasehold payments or ground rents which previously
                    became due and
                    owing have been paid, or escrow funds have been established in
                    an amount
                    sufficient to pay for every such escrowed item which remains
                    unpaid and which
                    has been assessed but is not yet due and payable;

                   

                  (e)  The
                    terms
                    of the Mortgage Note and the Mortgage have not been impaired,
                    waived, altered or
                    modified in any respect, except by written instruments which
                    have been recorded
                    to the extent any such recordation is required by law. No instrument
                    of waiver,
                    alteration or modification has been executed, and no Mortgagor
                    has been
                    released, in whole or in part, from the terms thereof except
                    in connection with
                    an assumption agreement and which assumption agreement is part
                    of the Mortgage
                    File and the terms of which are reflected in the related Mortgage
                    Loan Schedule;
                    the substance of any such waiver, alteration or modification
                    has been approved
                    by the issuer has been approved by the issuer of any related
                    title insurance
                    policy, to the extent required by the related policy.

                   

                  (f)  The
                    Mortgage Note and the Mortgage are not subject to any right of
                    rescission,
                    set-off, counterclaim or defense, including, without limitation,
                    the defense of
                    usury, nor will the operation of any of the terms of the Mortgage
                    Note or the
                    Mortgage, or the exercise of any right thereunder, render the
                    Mortgage Note or
                    Mortgage unenforceable, in whole or in part, or subject 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; and the Mortgagor was not a debtor
                    in any state
                    or federal bankruptcy or insolvency proceeding at the time the
                    Mortgage Loan was
                    originated;

                   

                  (g)  All
                    buildings or other customarily insured improvements upon the
                    Mortgaged Property
                    are insured by an insurer acceptable under the Fannie Mae Guides,
                    against loss
                    by fire, hazards of extended coverage and such other hazards
                    as are generally
                    acceptable to prudent lenders in the secondary mortgage market,
                    in an amount
                    representing coverage not less than the lesser of (i) the maximum
                    insurable
                    value of the improvements securing such Mortgage Loans, and (ii)
                    the greater of
                    (a) either (1) the outstanding principal balance of the Mortgage
                    Loan with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule) or (2) with
                    respect to each
                    Second Lien Mortgage Loan, the sum of the outstanding principal
                    balance of the
                    first lien on such Mortgage Loan and the outstanding principal
                    balance of such
                    Second Lien Mortgage Loan, and (b) an amount such that the proceeds
                    thereof
                    shall be sufficient to prevent the Mortgagor and/or the mortgagee
                    from becoming
                    a co-insurer, but in no event greater than the maximum amount
                    permitted under
                    applicable law. All such standard hazard policies are in full
                    force and effect
                    and on the date of origination contained a standard mortgagee
                    clause naming the
                    Company and its successors in interest and assigns as loss payee
                    and such clause
                    is still in effect and all premiums due thereon have been paid.
                    If required by
                    the Flood Disaster Protection Act of 1973, as amended, the Mortgage
                    Loan is
                    covered by a flood insurance policy meeting the requirements
                    of the current
                    guidelines of the Federal Insurance Administration which policy
                    conforms to
                    Fannie Mae and Freddie Mac requirements, in an amount not less
                    than the amount
                    required by the Flood Disaster Protection Act of 1973, as amended.
                    Such policy
                    was issued by an insurer acceptable under Fannie Mae or Freddie
                    Mac guidelines.
                    The Mortgage obligates the Mortgagor thereunder to maintain all
                    such insurance
                    at the Mortgagor’s cost and expense, and upon the Mortgagor’s failure to do so,
                    authorizes the holder of the Mortgage to maintain such insurance
                    at the
                    Mortgagor’s cost and expense and to seek reimbursement therefor from the
                    Mortgagor;

                   

                  (h)  Each
                    Mortgage Loan and, if any, the related prepayment penalty complied
                    in all
                    material respects with any and all requirements of any federal,
                    state or local
                    law including, without limitation, usury, truth in lending, real
                    estate
                    settlement procedures, consumer credit protection, equal credit
                    opportunity,
                    fair housing, disclosure, or predatory, fair and abusive lending
                    laws applicable
                    to the origination and servicing of loans of a type similar to
                    the Mortgage
                    Loans and the consummation of the transactions contemplated hereby
                    will not
                    involve the violation of any such laws;

                   

                  (i)  The
                    Mortgage has not been satisfied, canceled or subordinated (other
                    than the
                    subordination of any Second Lien Mortgage Loan to the related
                    First Lien), in
                    whole or in part, or rescinded, and the Mortgaged Property has
                    not been released
                    from the lien of the Mortgage, in whole or in part nor has any
                    instrument been
                    executed that would effect any such release, cancellation, subordination
                    or
                    rescission. The Company has not waived the performance by the
                    Mortgagor of any
                    action, if the Mortgagor’s failure to perform such action would cause the
                    Mortgage Loan to be in default, nor has the Company waived any
                    default resulting
                    from any action or inaction by the Mortgagor;

                   

                  (j)  The
                    related Mortgage is a valid, subsisting, enforceable and perfected
                    (A) first
                    lien and first priority security interest with respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a First Lien (as reflected
                    on the
                    Mortgage Loan Schedule), or (B) second lien and second priority
                    security
                    interest with respect to each Mortgage Loan which is indicated
                    by the Company to
                    be a Second Lien Mortgage Loan (as reflected on the Mortgage
                    Loan Schedule), in
                    either case, on the Mortgaged Property including all buildings
                    on the Mortgaged
                    Property and all installations and mechanical, electrical, plumbing,
                    heating and
                    air conditioning systems affixed to such buildings, and all additions,
                    alterations and replacements made at any time with respect to
                    the foregoing
                    securing the Mortgage Note’s original principal balance. The Mortgage and the
                    Mortgage Note do not contain any evidence of any security interest
                    or other
                    interest or right thereto. Such lien is free and clear of all
                    adverse claims,
                    liens and encumbrances having priority over the first lien of
                    the Mortgage
                    subject only to (1) the lien of non-delinquent current real property
                    taxes and
                    assessments not yet due and payable, (2) covenants, conditions
                    and restrictions,
                    rights of way, easements and other matters of the public record
                    as of the date
                    of recording which are acceptable to mortgage lending institutions
                    generally and
                    either (A) which are referred to or otherwise considered in the
                    appraisal made
                    for the originator of the Mortgage Loan, or (B) which do not
                    adversely affect
                    the appraised value of the Mortgaged Property as set forth in
                    such appraisal,
                    (3) other matters to which like properties are commonly subject
                    which do not
                    materially interfere with the benefits of the security intended
                    to be provided
                    by the Mortgage or the use, enjoyment, value or marketability
                    of the related
                    Mortgaged Property and (4) with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien Mortgage Loan (as reflected
                    on the Mortgage
                    Loan Schedule) a First Lien on the Mortgaged Property. Any security
                    agreement,
                    chattel mortgage or equivalent document related to and delivered
                    in connection
                    with the Mortgage Loan establishes and creates a valid, subsisting,
                    enforceable
                    and perfected (A) first lien and first priority security interest
                    with respect
                    to each Mortgage Loan which is indicated by the Company to be
                    a First Lien (as
                    reflected on the Mortgage Loan Schedule), or (B) second lien
                    and second priority
                    security interest with respect to each Mortgage Loan which is
                    indicated by the
                    Company to be a Second Lien Mortgage Loan (as reflected on the
                    Mortgage Loan
                    Schedule), in either case, on the property described therein,
                    and the Company
                    has the full right to sell and assign the same to the Purchaser;

                   

                  (k)  The
                    Mortgage Note and the related Mortgage are original and genuine
                    and each is the
                    legal, valid and binding obligation of the maker thereof, enforceable
                    in all
                    respects in accordance with its terms subject to bankruptcy,
                    insolvency,
                    moratorium, reorganization and other laws of general application
                    affecting the
                    rights of creditors and by general equitable principles and the
                    Company has
                    taken all action necessary to transfer such rights of enforceability
                    to the
                    Purchaser. All parties to the Mortgage Note and the Mortgage
                    had the legal
                    capacity to enter into the Mortgage Loan and to execute and deliver
                    the Mortgage
                    Note and the Mortgage. The Mortgage Note and the Mortgage have
                    been duly and
                    properly executed by such parties. No fraud, error, omission,
                    misrepresentation,
                    negligence or similar occurrence with respect to a Mortgage Loan
                    has taken place
                    on the part of the Company or the Mortgagor, or, on the part
                    of any other party
                    involved in the origination or servicing of the Mortgage Loan.
                    The proceeds of
                    the Mortgage Loan have been fully disbursed and there is no requirement
                    for
                    future advances thereunder, and any and all requirements as to
                    completion of any
                    on-site or off-site improvements and as to disbursements of any
                    escrow funds
                    therefor have been complied with. All costs, fees and expenses
                    incurred in
                    making or closing the Mortgage Loan and the recording of the
                    Mortgage were paid
                    or are in the process of being paid, and the Mortgagor is not
                    entitled to any
                    refund of any amounts paid or due under the Mortgage Note or
                    Mortgage;

                   

                  (l)  The
                    Company is the sole owner of record and holder of the Mortgage
                    Loan and the
                    indebtedness evidenced by the Mortgage Note, and upon recordation
                    the Purchaser
                    or its designee will be the owner of record of the Mortgage and
                    the indebtedness
                    evidenced by the Mortgage Note, and upon the sale of the Mortgage
                    Loan to the
                    Purchaser, the Company will retain the Servicing File in trust
                    for the Purchaser
                    only for the purpose of interim servicing and supervising the
                    interim servicing
                    of the Mortgage Loan. Immediately prior to the transfer and assignment
                    to the
                    Purchaser on the related Closing Date, the Mortgage Loan, including
                    the Mortgage
                    Note and the Mortgage, were not subject to an assignment or pledge,
                    and the
                    Company had good and marketable title to and was the sole owner
                    thereof and had
                    full right to transfer and sell the Mortgage Loan to the Purchaser
                    free and
                    clear of any encumbrance, equity, lien, pledge, charge, claim
                    or security
                    interest and has the full right and authority subject to no interest
                    or
                    participation of, or agreement with, any other party, to sell
                    and assign the
                    Mortgage Loan pursuant to this Agreement and following the sale
                    of the Mortgage
                    Loan, the Purchaser will own such Mortgage Loan free and clear
                    of any
                    encumbrance, equity, participation interest, lien, pledge, charge,
                    claim or
                    security interest. The Company intends to relinquish all rights
                    to possess,
                    control and monitor the Mortgage Loan, except for the purposes
                    of interim
                    servicing the Mortgage Loan as set forth in this Agreement. Either
                    the Mortgagor
                    is a natural person or the Mortgagor is an inter-vivos trust
                    acceptable to
                    Fannie Mae. With respect to each inter-vivos trust, 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;

                   

                  (m)  Each
                    Mortgage Loan is covered by an ALTA lender’s title insurance policy issued by a
                    title insurer acceptable to Fannie Mae or Freddie Mac and qualified
                    to do
                    business in the jurisdiction where the Mortgaged Property is
                    located, insuring
                    (subject to the exceptions contained in (j)(1), (2) and (3) above
                    and, with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a Second
                    Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule)
                    clause (4)) the
                    Company, its successors and assigns, as to the first (or, where
                    applicable,
                    second) priority lien of the Mortgage in the original principal
                    amount of the
                    Mortgage Loan and, with respect to each Adjustable Rate Mortgage
                    Loan, against
                    any loss by reason of the invalidity or unenforceability of the
                    lien resulting
                    from the provisions of the Mortgage providing for adjustment
                    in the Mortgage
                    Interest Rate and Monthly Payment. Additionally, such policy
                    affirmatively
                    insures ingress and egress to and from the Mortgaged Property.
                    Where required by
                    applicable state law or regulation, the Mortgagor has been given
                    the opportunity
                    to choose the carrier of the required mortgage title insurance.
                    The Company, its
                    successors and assigns, are the sole insureds of such lender’s title insurance
                    policy, such title insurance policy has been duly and validly
                    endorsed to the
                    Purchaser or the assignment to the Purchaser of the Company’s interest therein
                    does not require the consent of or notification to the insurer
                    and such lender’s
                    title insurance policy is in full force and effect and will be
                    in full force and
                    effect upon the consummation of the transactions contemplated
                    by this Agreement
                    and the related Confirmation. No claims have been made under
                    such lender’s title
                    insurance policy, and no prior holder of the related Mortgage,
                    including the
                    Company, has done, by act or omission, anything which would impair
                    the coverage
                    of such lender’s title insurance policy;

                   

                  (n)  There
                    is
                    no default, breach, violation or event of acceleration existing
                    under the
                    Mortgage or the related Mortgage Note and no event which, with
                    the passage of
                    time or with notice and the expiration of any grace or cure period,
                    would
                    constitute a default, breach, violation or event permitting acceleration;
                    and
                    neither the Company nor any prior mortgagee has waived any default,
                    breach,
                    violation or event permitting acceleration. With respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a Second Lien Mortgage
                    Loan (as
                    reflected on the Mortgage Loan Schedule) (i) the First Lien is
                    in full force and
                    effect, (ii) there is no default, breach, violation or event
                    of acceleration
                    existing under such First Lien mortgage or the related mortgage
                    note, (iii)
                    either no consent for the Mortgage Loan is required by the holder
                    of the First
                    Lien or such consent has been obtained and is contained in the
                    Mortgage File,
                    (iv) to the best of Company’s knowledge, no event which, with the passage of
                    time or with notice and the expiration of any grace or cure period,
                    would
                    constitute a default, breach, violation or event of acceleration
                    thereunder, and
                    either (A) the First Lien mortgage contains a provision which
                    allows or (B)
                    applicable law requires, the mortgagee under the Second Lien
                    Mortgage Loan to
                    receive notice of, and affords such mortgagee an opportunity
                    to cure any default
                    by payment in full or otherwise under the First Lien mortgage,
                    and (v) such
                    Second Lien Mortgage Loan is secured by a one- to four-family
                    residence that is
                    the principal residence of the Mortgagor;

                   

                  (o)  There
                    are
                    no mechanics’ or similar liens or claims which have been filed for work, labor
                    or material (and no rights are outstanding that under law could
                    give rise to
                    such liens) affecting the related Mortgaged Property which are
                    or may be liens
                    prior to or equal to the lien of the related Mortgage;

                   

                  (p)  All
                    improvements subject to the Mortgage which were considered in
                    determining the
                    Appraised Value of the Mortgaged Property lie wholly within the
                    boundaries and
                    building restriction lines of the Mortgaged Property (and wholly
                    within the
                    project with respect to a condominium unit) and no improvements
                    on adjoining
                    properties encroach upon the Mortgaged Property except those
                    which are insured
                    against by the title insurance policy referred to in clause (m)
                    above and all
                    improvements on the property comply with all applicable zoning
                    and subdivision
                    laws and ordinances;

                   

                  (q)  The
                    Mortgage Loan was originated by or for the Company. The Mortgage
                    Loan complies
                    with all the terms, conditions and requirements of the Company’s Underwriting
                    Standards in effect at the time of origination of such Mortgage
                    Loan. The
                    Mortgage Notes and Mortgages (exclusive of any riders) are on
                    forms generally
                    acceptable to Fannie Mae or Freddie Mac. The Company is currently
                    selling loans
                    to Fannie Mae and/or Freddie Mac which are the same document
                    forms as the
                    Mortgage Notes and Mortgages (inclusive of any riders). The Mortgage
                    Loan bears
                    interest at the Mortgage Interest Rate set forth in the related
                    Mortgage Loan
                    Schedule, and Monthly Payments under the Mortgage Note are due
                    and payable on
                    the first day of each month. The Mortgage contains the usual
                    and enforceable
                    provisions of the originator at the time of origination for the
                    acceleration of
                    the payment of the unpaid principal amount of the Mortgage Loan
                    if the related
                    Mortgaged Property is sold without the prior consent of the mortgagee
                    thereunder;

                   

                  (r)  The
                    Mortgaged Property is not subject to any material damage by waste,
                    fire,
                    earthquake, windstorm, flood or other casualty, and is in good
                    repair. At
                    origination of the Mortgage Loan there was, and there currently
                    is, no
                    proceeding pending for the total or partial condemnation of the
                    Mortgaged
                    Property. There have not been any condemnation proceedings with
                    respect to the
                    Mortgaged Property and there are no such proceedings scheduled
                    to commence at a
                    future date;

                   

                  (s)  The
                    related Mortgage contains customary and enforceable provisions
                    such as to render
                    the rights and remedies of the holder thereof adequate for the
                    realization
                    against the Mortgaged Property of the benefits of the security
                    provided thereby.
                    There is no homestead or other exemption available to the Mortgagor
                    which would
                    interfere with the right to sell the Mortgaged Property at a
                    trustee’s sale or
                    the right to foreclose the Mortgage;

                   

                  (t)  If
                    the
                    Mortgage constitutes a deed of trust, a trustee, authorized and
                    duly qualified
                    if required under applicable law to act as such, has been properly
                    designated
                    and currently so serves and is named in the Mortgage, and no
                    fees or expenses
                    are or will become payable by the Purchaser to the trustee under
                    the deed of
                    trust, except in connection with a trustee’s sale or attempted sale after
                    default by the Mortgagor;

                   

                  (u)  The
                    Mortgage File contains an appraisal of the related Mortgaged
                    Property which, (a)
                    with respect to First Lien Mortgage Loans, was on appraisal form
                    1004 or form
                    2055 with an interior inspection, or (b) with respect to Second
                    Lien Mortgage
                    Loans, was on appraisal form 704, 2065 or 2055 with an exterior
                    only inspection,
                    and (c) with respect to (a) or (b) above, was signed prior to
                    the final approval
                    of the mortgage loan application by a Qualified Appraiser, who
                    had no interest,
                    direct or indirect, in the Mortgaged Property or in any loan
                    made on the
                    security thereof, and whose compensation is not affected by the
                    approval or
                    disapproval of the Mortgage Loan, and the appraisal and appraiser
                    both satisfy
                    the requirements of Fannie Mae or Freddie Mac and Title XI of
                    FIRREA and the
                    regulations promulgated thereunder, all as in effect on the date
                    the Mortgage
                    Loan was originated. The appraisal is in a form acceptable to
                    Fannie Mae or
                    Freddie Mac;

                   

                  (v)  All
                    parties which have had any interest in the Mortgage, whether
                    as mortgagee,
                    assignee, pledgee or otherwise, are (or, during the period in
                    which they held
                    and disposed of such interest, were) (A) in compliance with any
                    and all
                    applicable licensing requirements of the laws of the state wherein
                    the Mortgaged
                    Property is located, and (B) (1) organized under the laws of
                    such state, or (2)
                    qualified to do business in such state, or (3) federal savings
                    and loan
                    associations or national banks or a Federal Home Loan Bank or
                    savings bank
                    having principal offices in such state, or (4) not doing business
                    in such
                    state;

                   

                  (w)  The
                    related Mortgage Note is not and has not been secured by any
                    collateral except
                    the lien of the corresponding Mortgage and the security interest
                    of any
                    applicable security agreement or chattel mortgage referred to
                    in (j) above and
                    such collateral does not serve as security for any other
                    obligation;

                   

                  (x)  The
                    Mortgagor has received all disclosure materials required by applicable
                    law with
                    respect to the making of such mortgage loans;

                   

                  (y)  The
                    Mortgage Loan does not contain “graduated payment” features and does not have a
                    shared appreciation or other contingent interest feature; no
                    Mortgage Loan
                    contains any buydown provisions;

                   

                  (z)  The
                    Mortgagor is not in bankruptcy and the Mortgagor is not insolvent
                    and the
                    Company has no knowledge of any circumstances or condition with
                    respect to the
                    Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
                    standing that could reasonably be expected to cause investors
                    to regard the
                    Mortgage Loan as an unacceptable investment, cause the Mortgage
                    Loan to become
                    delinquent, or materially adversely affect the value or marketability
                    of the
                    Mortgage Loan;

                   

                  (aa)  Principal
                    payments on the Mortgage Loan commenced no more than sixty (60)
                    days after the
                    funds were disbursed in connection with the Mortgage Loan. The
                    Mortgage Loans
                    have an original term to maturity of not more than 30 years,
                    with interest
                    payable in arrears on the first day of each month. Each Mortgage
                    Note requires a
                    monthly payment which is sufficient to fully amortize the original
                    principal
                    balance over the original term thereof (other than during the
                    interest-only
                    period with respect to a Mortgage Loan identified on the related
                    Mortgage Loan
                    Schedule as an interest-only Mortgage Loan or a Mortgage Loan
                    which is
                    identified on the related Mortgage Loan Schedule as a Balloon
                    Mortgage Loan) and
                    to pay interest at the related Mortgage Interest Rate. With respect
                    to each
                    Mortgage Loan identified on the Mortgage Loan Schedule as an
                    interest-only
                    Mortgage Loan, the interest-only period does not exceed ten (10)
                    years (or such
                    lesser period specified on the Mortgage Loan Schedule) and following
                    the
                    expiration of such interest-only period, the remaining Monthly
                    Payments shall be
                    sufficient to fully amortize the original principal balance over
                    the remaining
                    term of the Mortgage Loan. No Mortgage Loan contains terms or
                    provisions which
                    would result in negative amortization. No Mortgage Loan provides
                    for the
                    capitalization or forbearance of interest. ;

                   

                  (bb)  No
                    Mortgage Loan is subject to a lender-paid mortgage insurance
                    policy;


                   

                  (cc)  As
                    to any
                    Mortgage Loan which is not a MERS Mortgage Loan, the Assignment
                    of Mortgage is
                    in recordable form and is acceptable for recording under the
                    laws of the
                    jurisdiction in which the Mortgaged Property is located;

                   

                  (dd)  The
                    Mortgaged Property is located in the state identified in the
                    related Mortgage
                    Loan Schedule and consists of a single parcel of real property
                    with a detached
                    single family residence erected thereon, or a townhouse, or a
                    two-to four-family
                    dwelling, or an individual condominium unit in a condominium
                    project, or an
                    individual unit in a planned unit development or a de minimis
                    planned unit
                    development, provided, however, that no residence or dwelling
                    is a single parcel
                    of real property with a cooperative housing corporation erected
                    thereon, or a
                    mobile home. As of the date of origination, no portion of the
                    Mortgaged Property
                    was used for commercial purposes, and since the date or origination
                    no portion
                    of the Mortgaged Property has been used for commercial purposes;

                   

                  (ee)  Except
                    as
                    set forth on the related Mortgage Loan Schedule, none of the
                    Mortgage Loans are
                    subject to a Prepayment Penalty. For any Mortgage Loan originated
                    prior to
                    October 1, 2002 that is subject to a Prepayment Penalty, such
                    prepayment penalty
                    does not extend beyond five years after the date of origination.
                    For any
                    Mortgage Loan originated on or following October 1, 2002 that
                    is subject to a
                    Prepayment Penalty, such prepayment penalty does not extend beyond
                    three years
                    after the date of origination. Any such prepayment penalty is
                    permissible and
                    enforceable in accordance with its terms upon the Mortgagor’s full and voluntary
                    principal prepayment under applicable law. With respect to any
                    Mortgage Loan
                    that contains a provision permitting imposition of a penalty
                    upon a prepayment
                    prior to maturity: (i) the Mortgage Loan provides some benefit
                    to the Mortgagor
                    (e.g., a rate or fee reduction) in exchange for accepting such
                    a prepayment
                    penalty; (ii) prior to the mortgage loan’s origination, the borrower was offered
                    the option of obtaining a mortgage loan that did not require
                    the payment of such
                    a penalty; (iii) the prepayment penalty was adequately disclosed
                    to the
                    Mortgagor in the loan documents pursuant to applicable state
                    and federal law;
                    and (iv) such prepayment penalty shall not be imposed in any
                    instance where the
                    Mortgage Loan is accelerated or paid off in connection with the
                    workout of a
                    delinquent mortgage or due to the Mortgagor’s default, notwithstanding that the
                    terms of the Mortgage Loan or state or federal law might permit
                    the imposition
                    of such a prepayment penalty;

                   

                  (ff)  The
                    Mortgaged Property is lawfully occupied under applicable law,
                    and 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;

                   

                  (gg)  If
                    the
                    Mortgaged Property is a condominium unit or a planned unit development
                    (other
                    than a de minimis planned unit development), such condominium
                    or planned unit
                    development project meets the eligibility requirements of Fannie
                    Mae and Freddie
                    Mac;

                   

                  (hh)  
                    There is
                    no pending action or proceeding directly involving the Mortgaged
                    Property in
                    which compliance with any environmental law, rule or regulation
                    is an issue;
                    there is no violation of any environmental law, rule or regulation
                    with respect
                    to the Mortgaged Property; and nothing further remains to be
                    done to satisfy in
                    full all requirements of each such law, rule or regulation constituting
                    a
                    prerequisite to use and enjoyment of said property;

                   

                  (ii)  The
                    Mortgagor has not notified the Company requesting relief under
                    the Soldiers’ and
                    Sailors’ Civil Relief Act of 1940 or the Servicemembers Civil Relief Act,
                    and
                    the Company has no knowledge of any relief requested or allowed
                    to the Mortgagor
                    under the Soldiers’ and Sailors’ Civil Relief Act of 1940 or the Servicemembers
                    Civil Relief Act or any similar state laws;

                   

                  (jj)  As
                    of the
                    related Closing Date, no Mortgage Loan was in construction or
                    rehabilitation
                    status or has facilitated the trade-in or exchange of a Mortgaged
                    Property;

                   

                  (kk)  No
                    action
                    has been taken or failed to be taken on or prior to the related
                    Closing Date
                    which has resulted or will result in an exclusion from, denial
                    of, or defense to
                    coverage under any insurance policy related to a Mortgage Loan
                    (including,
                    without limitation, any exclusions, denials or defenses which
                    would limit or
                    reduce the availability of the timely payment of the full amount
                    of the loss
                    otherwise due thereunder to the insured) whether arising out
                    of actions,
                    representations, errors, omissions, negligence, or fraud, or
                    for any other
                    reason under such coverage;

                   

                  (ll)  The
                    Mortgage Loan was originated by a savings and loan association,
                    a savings bank,
                    a commercial bank, a credit union, an insurance company, or similar
                    institution
                    which is supervised and examined by a federal or state authority,
                    or by a
                    mortgagee approved by the Secretary of HUD pursuant to Sections
                    203 and 211 of
                    the National Housing Act;

                   

                  (mm)  No
                    Mortgaged Property is subject to a ground lease;

                   

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

                   

                  (oo)  With
                    respect to any Mortgage Loan as to which an affidavit has been
                    delivered to the
                    Purchaser certifying that the original Mortgage Note has been
                    lost or destroyed
                    and not been replaced, if such Mortgage Loan is subsequently
                    in default, the
                    enforcement of such Mortgage Loan will not be materially adversely
                    affected by
                    the absence of the original Mortgage Note;

                   

                  (pp)  Each
                    Mortgage Loan constitutes a qualified mortgage under Section
                    860G(a)(3)(A) of
                    the Code and Treasury Regulations Section 1.860G-2(a)(1);

                   

                  (qq)  Except
                    as
                    provided in Section 2.06, the Mortgage Note, the Mortgage, the
                    Assignment of
                    Mortgage and the other Mortgage Loan Documents set forth in Exhibit
                    A-1 and
                    required to be delivered on the related Closing Date have been
                    delivered to the
                    Purchaser or its designee all in compliance with the specific
                    requirements of
                    this Agreement. With respect to each Mortgage Loan, the Company
                    is in possession
                    of a complete Mortgage File and Servicing File except for such
                    documents as have
                    been delivered to the Purchaser or its designee;

                   

                  (rr)  All
                    information supplied by, on behalf of, or concerning the Mortgagor
                    is true,
                    accurate and complete and does not contain any statement that
                    is or will be
                    inaccurate or misleading in any material respect; 

                   

                  (ss)  
                    There
                    does not exist on the related Mortgaged Property any hazardous
                    substances,
                    hazardous wastes or solid wastes, as such terms are defined in
                    the Comprehensive
                    Environmental Response Compensation and Liability Act, the Resource
                    Conservation
                    and Recovery Act of 1976, or other federal, state or local environmental
                    legislation; 

                   

                  (tt)  No
                    Mortgage Loan had a Loan-to-Value Ratio at the time of origination
                    of more than
                    100% and no Mortgage Loan had a Combined Loan-to-Value Ratio
                    at the time of
                    origination of more than 100%;

                   

                  (uu)  No
                    Mortgage Loan is (a) subject to, covered by or in violation of
                    the Home
                    Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
                    cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
                    law, including any predatory or abusive lending laws (or a similarly
                    classified
                    loan using different terminology under a law imposing heightened
                    regulatory
                    scrutiny or additional legal liability for a residential mortgage
                    loan having
                    high interest rates, points and/or fees), (c) a High Cost Loan
                    or Covered Loan,
                    as applicable (as such terms are defined in the current version
                    of Standard
& Poor’s LEVELS® Glossary, Appendix E) or (d) in violation of any state law
                    or ordinance comparable to HOEPA. No Mortgage Loan (including
                    purchase money
                    loans or refinance transactions) has an “annual percentage rate” or “total
                    points and fees” payable by the Mortgagor (as each such term is defined under
                    HOEPA) that equal or exceed the applicable thresholds defined
                    under HOEPA
                    (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i)
                    and
                    (ii));

                   

                  (vv)  No
                    Mortgagor was required to purchase any credit life, disability,
                    accident,
                    unemployment, property or health insurance product or debt cancellation
                    agreement as a condition of obtaining the extension of credit.
                    No Mortgagor
                    obtained a prepaid single premium credit life, disability, unemployment,
                    property, mortgage, accident or health insurance policy in connection
                    with the
                    origination of the Mortgage Loan; No proceeds from any Mortgage
                    Loan were used
                    to purchase or finance single-premium insurance policies or debt
                    cancellation
                    agreements as part of the origination of or as a condition to
                    closing, such
                    Mortgage Loan;

                   

                  (ww)  Any
                    principal advances made to the Mortgagor prior to the related
                    Closing Date have
                    been consolidated with the outstanding principal amount secured
                    by the Mortgage,
                    and the secured principal amount, as consolidated, bears a single
                    interest rate
                    and single repayment term. The lien of the Mortgage securing
                    the consolidated
                    principal amount is expressly insured as having (A) first lien
                    priority with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule), or (B) second
                    lien priority
                    with respect to each Mortgage Loan which is indicated by the
                    Company to be a
                    Second Lien Mortgage Loan (as reflected on the Mortgage Loan
                    Data Transmission),
                    in either case, by a title insurance policy, an endorsement to
                    the policy
                    insuring the mortgagee’s consolidated interest or by other title evidence
                    acceptable to Fannie Mae and Freddie Mac. The consolidated principal
                    amount does
                    not exceed the original principal amount of the Mortgage Loan;

                   

                  (xx)  Interest
                    on each Mortgage Loan is calculated on the basis of a 360-day
                    year consisting of
                    twelve 30-day months;

                   

                  (yy)  With
                    respect to each Balloon Mortgage Loan, the Mortgage Note requires
                    a monthly
                    payment which is sufficient to fully amortize the original principal
                    balance
                    over the original term thereof and to pay interest at the related
                    Mortgage
                    Interest Rate and requires a final Monthly Payment substantially
                    greater than
                    the preceding monthly payment which is sufficient to repay the
                    remaining unpaid
                    principal balance of the Balloon Mortgage Loan at the Due Date
                    of such monthly
                    payment. No Balloon Mortgage Loan has an original stated maturity
                    of less than
                    seven (7) years;

                   

                  (zz)  With
                    respect to each MERS Mortgage Loan, a MIN has been assigned by
                    MERS and such MIN
                    is accurately provided on the related Mortgage Loan Schedule.
                    The related
                    assignment of Mortgage to MERS has been duly and properly recorded;

                   

                  (aaa)  With
                    respect to each MERS Mortgage Loan, the Company has not received
                    any notice of
                    liens or legal actions with respect to such Mortgage Loan and
                    no such notices
                    have been electronically posted by MERS;

                   

                  (bbb)  Any
                    Mortgaged Property that is considered manufactured housing shall
                    be legally
                    classified as real property, is permanently affixed to a foundation
                    and must
                    assume the characteristics of site-built housing and must otherwise
                    conform to
                    the requirements of Fannie Mae and Freddie Mac, including without
                    limitation the
                    requirement that such manufactured housing will be the principal
                    residence of
                    the Mortgagor upon origination of the Mortgage Loan;

                   

                  (ccc)  With
                    respect to each Mortgage Loan, the Company has fully and accurately
                    furnished
                    complete information (e.g., favorable and unfavorable) on the
                    related borrower
                    credit files to Equifax, Experian and Trans Union Credit Information
                    Company
                    (three of the credit repositories), in accordance with the Fair
                    Credit Reporting
                    Act and its implementing regulations, on a monthly basis and
                    the Company will
                    fully furnish, in accordance with the Fair Credit Reporting Act
                    and its
                    implementing regulations, accurate and complete information (e.g.,
                    favorable and
                    unfavorable) on its borrower credit files to Equifax, Experian,
                    and Trans Union
                    Credit Information Company (three of the credit repositories),
                    on a monthly
                    basis;

                   

                  (ddd)  The
                    Company has complied with all applicable anti-money laundering
                    laws and
                    regulations, including without limitation the USA Patriot Act
                    of 2001
                    (collectively, the “Anti-Money
                    Laundering Laws”);
                    the
                    Company has established an anti-money laundering compliance program
                    as required
                    by the Anti-Money Laundering Laws, has conducted the requisite
                    due diligence in
                    connection with the origination of each Mortgage Loan for purposes
                    of the
                    Anti-Money Laundering Laws, including with respect to the legitimacy
                    of the
                    applicable Mortgagor and the origin of the assets used by the
                    said Mortgagor to
                    purchase the property in question, and maintains, and will maintain,
                    sufficient
                    information to identify the applicable Mortgagor for purposes
                    of the Anti-Money
                    Laundering Laws. No Mortgage Loan is subject to nullification
                    pursuant to
                    Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
                    the Office of Foreign Assets Control of the United States Department
                    of the
                    Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
                    OFAC Regulations, and no Mortgagor is subject to the provisions
                    of such
                    Executive Order or the OFAC Regulations nor listed as a “blocked person” for
                    purposes of the OFAC Regulations;

                   

                  (eee)  With
                    respect to each Mortgage Loan which is a Second Lien Mortgage
                    Loan the related
                    first lien does not contain any term that could result in negative
                    amortization;

                   

                  (fff)  No
                    predatory or deceptive lending practices, including but not limited
                    to, the
                    extension of credit to the applicable Mortgagor without regard
                    for said
                    Mortgagor’s ability to repay the Mortgage Loan and the extension of credit
                    to
                    said Mortgagor which has no apparent benefit to said Mortgagor,
                    were employed by
                    the originator of the Mortgage Loan in connection with the origination
                    of the
                    Mortgage Loan. Each
                    Mortgage Loan is in compliance with the anti-predatory lending
                    eligibility for
                    purchase requirements of Fannie Mae’s Selling Guide;

                   

                  (ggg)  No
                    Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending
                    Act, as amended (the “Georgia Act”) or New York Banking Law 6-1. No Mortgage
                    Loan secured by owner occupied real property or an owner occupied
                    manufactured
                    home located in the State of Georgia was originated (or modified)
                    on or after
                    October 1, 2002 through and including March 6, 2003;

                   

                  (hhh)  No
                    Mortgagor was encouraged or required to select a Mortgage Loan
                    product offered
                    by the Mortgage Loan’s originator which is a higher cost product designed for
                    less creditworthy borrowers, taking into account such facts as,
                    without
                    limitation, the mortgage loan’s requirements and the Mortgagor’s credit history,
                    income, assets and liabilities. Any Mortgagor who sought financing
                    through the
                    Mortgage Loan originator’s higher priced sup prime lending channel was directed
                    towards or offered the Mortgage Loan’s originator standard mortgage line if the
                    Borrower was able to qualify for one of the standard products.
                    If, at the time
                    of loan application, the Mortgagor may have qualified for a lower
                    cost credit
                    product then offered by any mortgage lending affiliate of the
                    Mortgage Loan’s
                    originator, the Mortgage Loan’s originator referred the Mortgagor’s application
                    to such affiliate for underwriting consideration;

                   

                  (iii)  The
                    methodology used in underwriting the extension of credit for
                    each Mortgage Loan
                    did not rely solely on the extent of the Mortgagor’s equity in the collateral as
                    the principal determining factor in approving such extension
                    of credit. The
                    methodology employed objective criteria such as the Mortgagor’s income, assets
                    and liabilities, to the proposed mortgage payment and, based
                    on such
                    methodology, the Mortgage Loan’s originator made a reasonable determination that
                    at the time of origination the Mortgagor had the ability to make
                    timely payments
                    on the Mortgage Loan; 

                   

                  (jjj)  All
                    points, fees and charges (including finance charges) and whether
                    or not
                    financed, assessed, collected or to be collected in connection
                    with the
                    origination and servicing of each Mortgage Loan have been disclosed
                    in writing
                    to the Mortgagor in accordance with applicable state and federal
                    law and
                    regulation;

                   

                  (kkk)  All
                    points and fees related to each Mortgage Loan were disclosed
                    in writing to the
                    Mortgagor in accordance with applicable state and federal law
                    and regulation. No
                    Mortgagor was charged “points and fees” (whether or not financed) in an amount
                    that exceeds the greater of (1) 5% of the principal amount of
                    such Mortgage Loan
                    (such 5% limitation is calculated in accordance with Fannie Mae’s requirements
                    as set forth in the Fannie Mae Selling Guide) or (2) $1,000;

                   

                  (lll)  The
                    Company will transmit full-file credit reporting data for each
                    Mortgage Loan
                    pursuant to Fannie Mae Guide Announcement 95-19 and for each
                    Mortgage Loan,
                    Company agrees it shall report one of the following statuses
                    each month as
                    follows: new origination, current, delinquent (30-, 60-, 90-days,
                    etc.),
                    foreclosed, or charged-off; 

                   

                  (mmm)  Each
                    Mortgage Loan is eligible for sale in the secondary mortgage
                    market or for
                    securitization;

                   

                  (nnn)  No
                    Mortgage Loan is a “High-Cost Home Loan” under the New Jersey Home Ownership
                    Security Act of 2002 (the “NJ Act”); and each Mortgage Loan subject to the NJ
                    Act is considered under the NJ Act as, either, a (1) purchase
                    money Home Loan,
                    (2) purchase money Covered Loan (with
                    respect to Mortgage Loans which were originated between November
                    26, 2003 and
                    July 7, 2004),
                    or (3)
                    a rate/term refinance Home Loan; 

                   

                  (ooo)  No
                    Mortgagor agreed to submit to arbitration to resolve any dispute
                    arising out of
                    or relating in any way to the Mortgage Loan transaction; 

                   

                  (ppp)  The
                    Mortgagor has not made or caused to be made any payment in the
                    nature of an
‘average’ or ‘yield spread premium’ to a mortgage broker or a like Person which
                    has not been fully disclosed to the Mortgagor;

                   

                  (qqq)  No
                    Mortgage Loan secured by a Mortgaged Property located in the
                    Commonwealth of
                    Massachusetts was made to pay off or refinance an existing loan
                    or other debt of
                    the related borrower (as the term "borrower" is defined in the
                    regulations
                    promulgated by the Massachusetts Secretary of State in connection
                    with the
                    Massachusetts General Laws Chapter 183, Section 28C) unless (a)
                    the related
                    Mortgage Interest Rate (that would be effective once the introductory
                    rate
                    expires, with respect to Adjustable Rate Mortgage Loans) did
                    or would not exceed
                    by more than 2.50% the yield on United States Treasury securities
                    having
                    comparable periods of maturity to the maturity of the related
                    Mortgage Loan as
                    of the fifteenth day of the month immediately preceding the month
                    in which the
                    application for the extension of credit was received by the related
                    lender or
                    (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the
                    Massachusetts General Laws Chapter 183, Section 28C or the regulations
                    promulgated in connection therewith) and the related Mortgage
                    Note provides that
                    the related Mortgage Interest Rate may not exceed at any time
                    the Prime rate
                    index as published in the Wall
                    Street Journal
                    plus a
                    margin of one percent;

                   

                  (rrr)  No
                    Mortgagor was charged “points and fees” in an amount greater than (a) $1,000 or
                    (b) 5% of the principal amount of the related Mortgage Loan,
                    whichever is
                    greater. For purposes of this representation, “points and fees” (x) include
                    origination, underwriting, broker and finder’s fees and charges that the lender
                    imposed as a condition of making the Mortgage Loan, whether they
                    are paid to the
                    lender or a third party; and (y) exclude bona fide discount points,
                    fees paid
                    for actual services rendered in connection with the origination
                    of the Mortgage
                    (such as attorneys’ fees, notaries fees and fees paid for property appraisals,
                    credit reports, surveys, title examinations and extracts, flood
                    and tax
                    certifications, and home inspections); the cost of mortgage insurance
                    or
                    credit-risk price adjustments; the costs of title, hazard, and
                    flood insurance
                    policies; state and local transfer taxes or fees; escrow deposits
                    for the future
                    payment of taxes and insurance premiums; and other miscellaneous
                    fees and
                    charges, which miscellaneous fees and charges, in total, do not
                    exceed 0.25
                    percent of the loan amount; and

                   

                  (sss)  With
                    respect to each Mortgage Loan, the related residential dwelling
                    is not a
                    manufactured housing unit.

                   

                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                 

                

                  ASSIGNMENT
                    AND RECOGNITION AGREEMENT

                   

                  THIS
                    ASSIGNMENT AND RECOGNITION AGREEMENT, dated November 30, 2006,
                    (“Agreement”)
                    among
                    UBS Real Estate Securities Inc. (“Assignor”),
                    Mortgage Asset Securitization Transactions, Inc. (“Assignee”)
                    and
                    Meritage Mortgage Corporation (the “Company”):

                   

                  For
                    and
                    in consideration of the sum of TEN DOLLARS ($10.00) and other
                    valuable
                    consideration the receipt and sufficiency of which hereby are
                    acknowledged, and
                    of the mutual covenants herein contained, the parties hereto
                    hereby agree as
                    follows:

                   

                  Assignment
                    and Conveyance

                  


                  The
                    Assignor hereby conveys, sells, grants, transfers and assigns
                    to the Assignee
                    (x) all of the right, title and interest of the Assignor, as
                    purchaser, in, to
                    and under (a) those certain Mortgage Loans listed as being originated
                    by the
                    Company on the schedule (the “Mortgage
                    Loan Schedule”)
                    attached hereto as Exhibit A (the “Mortgage
                    Loans”)
                    and
                    (b) except as described below, that certain Master
                    Seller’s Purchase and Warranties and Interim Servicing Agreement dated
                    as of May
                    1, 2006,
                    as
                    amended (the “Purchase
                    Agreement”),
                    between the Assignor, as initial purchaser (the “Purchaser”),
                    and
                    the Company, as seller, solely insofar as the Purchase Agreement
                    relates to the
                    Mortgage Loans and (y) other than as provided below with respect
                    to the
                    enforcement of representations and warranties, none of the obligations
                    of the
                    Assignor under the Purchase Agreement.

                   

                  The
                    Assignor specifically reserves and does not assign to the Assignee
                    hereunder any
                    and all right, title and interest in, to and under and any obligations
                    of the
                    Assignor with respect to any mortgage loans subject to the Purchase
                    Agreement
                    which are not the mortgage loans set forth on the Mortgage Loan
                    Schedule and are
                    not the subject of this Agreement.

                   

                  


                  Recognition
                    of the Company

                  


                  From
                    and
                    after the date hereof, the Company shall and does hereby recognize
                    that the
                    Assignee will transfer the Mortgage Loans and assign its rights
                    under the
                    Purchase Agreement (solely to the extent set forth herein) and
                    this Agreement to
                    MASTR Asset-Backed Securities Trust 2006-HE4 (the “Trust”) created pursuant to a
                    Pooling and Servicing Agreement, dated as of November 1, 2006
                    (the “Pooling
                    Agreement”), among
                    the
                    Assignee, Wells Fargo Bank, N.A. as master servicer and trust
                    administrator
                    (including its successors in interest and any successor servicers
                    under the
                    Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Wells Fargo
                    Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq
                    Servicing as
                    servicers and U.S. Bank National Association, as trustee (including
                    its successors in interest and any successor trustees under the
                    Pooling
                    Agreement,
                    the
“Trustee”).
                    The
                    Company hereby acknowledges and agrees that from and after the
                    date hereof
                    (i) the Trust will be the owner of the Mortgage Loans, (ii) the
                    Company shall look solely to the Trust for performance of any
                    obligations of the
                    Assignor insofar as they relate to the enforcement of the representations,
                    warranties and covenants with respect to the Mortgage Loans,
                    (iii) the
                    Trust (including the Trustee and the Servicer acting on the Trust’s behalf)
                    shall have all the rights and remedies available to the Assignor,
                    insofar as
                    they relate to the Mortgage Loans, under the Purchase Agreement,
                    including,
                    without limitation, the enforcement of the document delivery
                    requirements and
                    remedies with respect to breaches of representations and warranties
                    set forth in
                    the Purchase Agreement, and shall be entitled to enforce all
                    of the obligations
                    of the Company thereunder insofar as they relate to the Mortgage
                    Loans, and
                    (iv) all references to the Purchaser (insofar as they relate to the
                    rights,
                    title and interest and, with respect to obligations of the Purchaser,
                    only
                    insofar as they relate to the enforcement of the representations,
                    warranties and
                    covenants of the Company) or the Custodian under the Purchase
                    Agreement insofar
                    as they relate to the Mortgage Loans, shall be deemed to refer
                    to the Trust
                    (including the Trustee and the Servicer acting on the Trust’s behalf). Neither
                    the Company nor the Assignor shall amend or agree to amend, modify,
                    waiver, or
                    otherwise alter any of the terms or provisions of the Purchase
                    Agreement which
                    amendment, modification, waiver or other alteration would in
                    any way affect the
                    Mortgage Loans or the Company’s performance under the Purchase Agreement with
                    respect to the Mortgage Loans without the prior written consent
                    of the
                    Trustee.

                   

                  Representations
                    and Warranties of the Company

                  


                  1.  The
                    Company warrants and represents to the Assignor, the Assignee
                    and the Trust as
                    of the date hereof that:

                   

                  (a)  The
                    Company is duly organized, validly existing and in good standing
                    under the laws
                    of the jurisdiction of its incorporation;

                   

                  (b)  The
                    Company has full power and authority to execute, deliver and
                    perform its
                    obligations under this Agreement and has full power and authority
                    to perform its
                    obligations under the Purchase Agreement. The execution by the
                    Company of this
                    Agreement is in the ordinary course of the Company’s business and will not
                    conflict with, or result in a breach of, any of the terms, conditions
                    or
                    provisions of the Company’s charter or bylaws or any legal restriction, or any
                    material agreement or instrument to which the Company is now
                    a party or by which
                    it is bound, or result in the violation of any law, rule, regulation,
                    order,
                    judgment or decree to which the Company or its property is subject.
                    The
                    execution, delivery and performance by the Company of this Agreement
                    have been
                    duly authorized by all necessary corporate action on part of
                    the Company. This
                    Agreement has been duly executed and delivered by the Company,
                    and, upon the due
                    authorization, execution and delivery by the Assignor and the
                    Assignee, will
                    constitute the valid and legally binding obligation of the Company,
                    enforceable
                    against the Company in accordance with its terms except as enforceability
                    may be
                    limited by bankruptcy, reorganization, insolvency, moratorium
                    or other similar
                    laws now or hereafter in effect relating to creditors’ rights generally, and by
                    general principles of equity regardless of whether enforceability
                    is considered
                    in a proceeding in equity or at law; 

                   

                  (c)  No
                    consent, approval, order or authorization of, or declaration,
                    filing or
                    registration with, any governmental entity is required to be
                    obtained or made by
                    the Company in connection with the execution, delivery or performance
                    by the
                    Company of this Agreement; and

                   

                  (d)  There
                    is
                    no action, suit, proceeding or investigation pending or threatened
                    against the
                    Company, before any court, administrative agency or other tribunal,
                    which would
                    draw into question the validity of this Agreement or the Purchase
                    Agreement, or
                    which, either in any one instance or in the aggregate, would
                    result in any
                    material adverse change in the ability of the Company to perform
                    its obligations
                    under this Agreement or the Purchase Agreement, and the Company
                    is solvent.


                   

                  2.  Pursuant
                    to Section 8 of the Purchase Agreement, the Company hereby represents
                    and
                    warrants, for the benefit of the Assignor, the Assignee and the
                    Trust, that the
                    representations and warranties set forth in Sections 3.01 and
                    3.02 (other than
                    3.02(d), (e), (i), (j) (second sentence), (m) (last sentence),
                    (n) (second
                    sentence), (p), (r), (v), (w), (ff), (hh), (ii), (qq) (second
                    sentence with
                    respect to the Servicing File), (ss), (ww) (second sentence),
                    (aaa), (ccc),
                    (ddd) and (rrr), which are made as of the Servicing Transfer
                    Date as defined in
                    the Purchase Agreement and 3.02(c), (f), (j) (the last clause
                    of the last
                    sentence with respect Company’s right to sell and assign), (l), (n) (first
                    clause of first compound sentence) and (qq) (second sentence
                    with respect to the
                    Mortgage File, which are made as of the Closing Date as defined
                    in the Purchase
                    Agreement) of the Purchase Agreement (set forth on Schedule 1
                    hereto), are true
                    and correct as of the date of this Agreement as if such representations
                    and
                    warranties were made as of the date hereof.

                   

                  3.  The
                    Assignor hereby makes the following representations and warranties
                    as of the
                    date hereof:

                   

                  (a)  Each
                    Mortgage Loan at the time it was made complied in all material
                    respects with
                    applicable local, state, and federal laws, including, but not
                    limited to, all
                    applicable predatory and abusive lending laws;

                   

                  (b)  None
                    of
                    the Mortgage Loans are High Cost as defined by any applicable
                    predatory and
                    abusive lending laws; 

                   

                  (c)  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®
                    Glossary
                    which is now Version 5.7 Revised, Appendix E); 

                   

                  (d)  No
                    Mortgage Loan originated on or after October 1, 2002 through
                    March 6, 2003 is
                    governed by the Georgia Fair Lending Act; and

                   

                  (e)  To
                    the
                    best of the Assignor’s knowledge, with respect to the
                    representations and warranties set forth in Section
                    3.02(d), (e), (i), (j) (second sentence), (m) (last sentence),
                    (n) (second
                    sentence), (p), (r), (v), (w), (ff), (hh), (ii), (qq) (second
                    sentence with
                    respect to the Servicing File), (ss), (ww) (second sentence),
                    (aaa), (ccc),
                    (ddd) and (rrr), nothing has occurred in the period of time from
                    the Servicing
                    Transfer Date (as defined in the Purchase Agreement) to the date
                    hereof which
                    would cause such representation and warranties to be untrue in
                    any material
                    respect as of the date hereof. With respect to the representations
                    and
                    warranties set forth in Section 3.02(c), (f), (j) (the last clause
                    of the last
                    sentence with respect Company’s right to sell and assign), (l), (n) (first
                    clause of first compound sentence) and (qq) (second sentence
                    with respect to the
                    Mortgage File nothing has occurred in the period of time from
                    the Closing Date
                    (as defined in the Purchase Agreement) to the date hereof which
                    would cause such
                    representation and warranties to be untrue in any material respect
                    as of the
                    date hereof.

                   

                  Remedies
                    for Breach of Representations and Warranties

                  


                  The
                    Company hereby acknowledges and agrees that the remedies available
                    to the
                    Assignor, the Assignee and the Trust (including the Trustee and
                    the Servicer
                    acting on the Trust’s behalf) in connection with any breach of the
                    representations and warranties made by the Company set forth
                    in Sections 3 and 4
                    hereof shall be as set forth in Subsection 3.01 of the Purchase
                    Agreement as if
                    they were set forth herein (including without limitation the
                    repurchase and
                    indemnity obligations set forth therein). In addition, the Company
                    hereby
                    acknowledges and agrees that any breach of the representations
                    set forth in
                    Section 3.02(e), (h) (first sentence), (n) (clause (v)), (ee)
                    (third and fifth
                    sentences), (pp), (uu), (vv) (second sentence), (bbb), (ccc),
                    (ggg) (with
                    respect to Georgia), (hhh) (first two sentences), (iii), (kkk)
                    (second
                    sentence), (nnn) or (ooo) of the Purchase Agreement shall be
                    deemed to
                    materially and adversely affect the value of the related mortgage
                    loans or the
                    interests of the Trust in the related mortgage loans. 

                   

                  The
                    Company
                    shall
                    repurchase any Mortgage Loan sold to the
                    Assignor
                    on
                    September 27, 2006 for which the related mortgagor does not make
                    the scheduled
                    monthly payment due in October 2006 and the
                    Company
                    shall
                    repurchase any Mortgage Loan sold to the
                    Assignor
                    on
                    October 23, 2006 for which the related mortgagor does not make
                    the scheduled
                    monthly payment due in November 2006 on
                    or
                    prior to the last day of the calendar month such payment was
                    due
                    (a
“Delinquent Loan”) or, in lieu of repurchase of a Delinquent Loan by the
                    Company, the Assignor and the Company
                    may
                    agree to a substitution of another Mortgage Loan for any Delinquent
                    Loan. Any
                    such substituted Mortgage Loan will be subject to the
                    Assignor’s
                    acceptability. Such repurchase will be made at the Repurchase
                    Price
(as
                    defined
                    in the
Purchase
                    Agreement).
                    

                  


                  The
                    Assignor hereby acknowledges and agrees that the remedies available
                    to the
                    Assignee and the Trust (including the Trustee and the Master
                    Servicer acting on
                    the Trust’s behalf) in connection with any breach of the representations
                    and
                    warranties made by the Assignor set forth in Section 3 hereof
                    shall be as set
                    forth in Section 2.03 of the Pooling Agreement as if they were
                    set forth herein.
The
                    Assignor hereby acknowledges and agrees that a breach of any
                    one of the
                    representations set forth in Section 3 above will be deemed to
                    materially
                    adversely affect the interests of the certificateholders and
                    shall require a
                    repurchase of the affected Mortgage Loan(s).

                   

                   

                  Miscellaneous

                  


                  4.  This
                    Agreement shall be construed in accordance with the laws of the
                    State of New
                    York, without regard to conflicts of law principles, and the
                    obligations, rights
                    and remedies of the parties hereunder shall be determined in
                    accordance with
                    such laws. 

                   

                  5.  No
                    term
                    or provision of this Agreement may be waived or modified unless
                    such waiver or
                    modification is in writing and signed by the party against whom
                    such waiver or
                    modification is sought to be enforced, with the prior written consent of the
                    Trustee. 

                   

                  6.  This
                    Agreement shall inure to the benefit of (i) the successors and
                    assigns of the
                    parties hereto and (ii) the Trust (including the Trustee and
                    the Servicer acting
                    on the Trust’s behalf). Any entity into which Assignor, Assignee or Company
                    may
                    be merged or consolidated shall, without the requirement for
                    any further
                    writing, be deemed Assignor, Assignee or Company, respectively,
                    hereunder.

                   

                  7.  Each
                    of
                    this Agreement and the Purchase Agreement shall survive the conveyance
                    of the
                    Mortgage Loans and the assignment of the Purchase Agreement (to
                    the extent
                    assigned hereunder) by Assignor to Assignee and by Assignee to
                    the
                    Trust.

                   

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

                   

                  9.  In
                    the
                    event that any provision of this Agreement conflicts with any
                    provision of the
                    Purchase Agreement with respect to the Mortgage Loans, the terms
                    of this
                    Agreement shall control. 

                   

                  10.  Capitalized
                    terms used in this Agreement (including the exhibits hereto)
                    but not defined in
                    this Agreement shall have the meanings given to such terms in
                    the Purchase
                    Agreement.

                   

                   

                  [SIGNATURE
                    PAGE FOLLOWS]

                  



                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  



                   

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

                   

                  


                  
                    	 	
                            UBS
                              REAL ESTATE SECURITIES INC.

                          
	 	 	 
	 	
                            By:

                          	 
	 	
                            Name:

                          	 
	 	
                            Title:

                          	 
	 	 	 
	 	 	 
	 	
                            By:

                          	 
	 	
                            Name:

                          	 
	 	
                            Title:

                          	 
	 	 	 
	 	 	 
	 	
                            MORTGAGE
                              ASSET SECURITIZATION TRANSACTIONS, INC.

                          
	 	 	 
	 	 	 
	 	
                            By:

                          	 
	 	
                            Name:

                          	 
	 	
                            Title:

                          	 
	 	 	 
	 	
                            By:

                          	 
	 	
                            Name:

                          	 
	 	
                            Title:

                          	 
	 	 	 
	 	 	 
	 	
                            MERITAGE
                              MORTGAGE CORPORATION

                          
	 	 	 
	 	 	 
	 	
                            By:

                          	 
	 	
                            Name:

                          	 
	 	
                            Title:

                          	 


                  

                   

                  


                   

                  



                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  


                  EXHIBIT
                    A

                  


                  Mortgage
                    Loan Schedule

                  


                  AVAILABLE
                    UPON REQUEST


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  


                  SCHEDULE
                    1

                  


                  Limitations
                    on Representations and Warranties

                  


                  Capitalized
                    terms used herein but not defined in this Schedule 1 shall have
                    the meanings
                    given to such terms in the Purchase Agreement:

                   

                  Section
                    3.01 Representations
                    and Warranties of the Company.
                    

                   

                  The
                    Company represents, warrants and covenants to the Purchaser that
                    as of each
                    Closing Date and as of each Servicing Transfer Date or as of
                    such date
                    specifically provided herein:

                   

                  (a)  The
                    Company is a corporation duly organized and validly existing
                    under the laws of
                    Oregon. The Company has all licenses necessary to carry out its
                    business as now
                    being conducted, and is licensed and qualified to transact business
                    in and is in
                    good standing under the laws of each state in which any Mortgaged
                    Property is
                    located or is otherwise exempt under applicable law from such
                    licensing or
                    qualification or is otherwise not required under applicable law
                    to effect such
                    licensing or qualification and no demand for such licensing or
                    qualification has
                    been made upon the Company by any such state, and in any event
                    the Company is in
                    compliance with the laws of any such state to the extent necessary
                    to ensure the
                    enforceability of each Mortgage Loan and the interim servicing
                    of the Mortgage
                    Loans in accordance with the terms of this Agreement. No licenses
                    or approvals
                    obtained by the Company have been suspended or revoked by any
                    court,
                    administrative agency, arbitrator or governmental body and no
                    proceedings are
                    pending which might result in such suspension or revocation;

                   

                  (b)  The
                    Company has the full power and authority and legal right to hold,
                    transfer and
                    convey each Mortgage Loan, to sell each Mortgage Loan and to
                    execute, deliver
                    and perform, and to enter into and consummate all transactions
                    contemplated by
                    this Agreement and the related Confirmation and to conduct its
                    business as
                    presently conducted; the Company has duly authorized the execution,
                    delivery and
                    performance of this Agreement and any agreements contemplated
                    hereby, has duly
                    executed and delivered this Agreement and the related Confirmation,
                    and any
                    agreements contemplated hereby, and this Agreement and the related
                    Confirmation
                    and each Assignment of Mortgage to the Purchaser and any agreements
                    contemplated
                    hereby, constitute the legal, valid and binding obligations of
                    the Company,
                    enforceable against it in accordance with their respective terms,
                    except as such
                    enforceability may be limited by bankruptcy, insolvency, moratorium,
                    reorganization and similar laws, and by equitable principles
                    affecting the
                    enforceability of the rights of creditors; and all requisite
                    corporate action
                    has been taken by the Company to make this Agreement, the related
                    Confirmation
                    and all agreements contemplated hereby valid and binding upon
                    the Company in
                    accordance with their terms;

                   

                  (c)  Neither
                    the execution and delivery of this Agreement, the related Confirmation,
                    the sale
                    of the Mortgage Loans to the Purchaser, the consummation of the
                    transactions
                    contemplated hereby, nor the fulfillment of or compliance with
                    the terms and
                    conditions of this Agreement and the related Confirmation will
                    conflict with any
                    of the terms, conditions or provisions of the Company’s charter or by-laws or
                    materially conflict with or result in a material breach of any
                    of the terms,
                    conditions or provisions of any legal restriction or any agreement
                    or instrument
                    to which the Company is now a party or by which it is bound,
                    or constitute a
                    default or result in an acceleration under any of the foregoing,
                    or result in
                    the material violation of any law, rule, regulation, order, judgment
                    or decree
                    to which the Company or its property is subject;

                   

                  (d)  There
                    is
                    no litigation, suit, proceeding or investigation pending or to
                    the Company’s
                    knowledge threatened, or any order or decree outstanding, which
                    is reasonably
                    likely to have a material adverse effect on the sale of the Mortgage
                    Loans, the
                    execution, delivery, performance or enforceability of this Agreement
                    or the
                    related Confirmation, or which is reasonably likely to have a
                    material adverse
                    effect on the financial condition of the Company;

                   

                  (e)  No
                    consent, approval, authorization or order of any court or governmental
                    agency or
                    body is required for the execution, delivery and performance
                    by the Company of
                    or compliance by the Company with this Agreement and the related
                    Confirmation,
                    except for consents, approvals, authorizations and orders which
                    have been
                    obtained;

                   

                  (f)  The
                    consummation of the transactions contemplated by this Agreement
                    and the related
                    Confirmation are in the ordinary course of business of the Company,
                    and the
                    transfer, assignment and conveyance of the Mortgage Notes and
                    the Mortgages by
                    the Company pursuant to this Agreement and the related Confirmation
                    are not
                    subject to bulk transfer or any similar statutory provisions
                    in effect in any
                    applicable jurisdiction;

                   

                  (g)  The
                    Company has not used selection procedures that identified the
                    Mortgage Loans as
                    being less desirable or valuable than other comparable mortgage
                    loans in the
                    Company’s portfolio at the related Closing Date; 

                   

                  (h)  The
                    Company will treat the transfer of the Mortgage Loans to the
                    Purchaser as a sale
                    for reporting and accounting purposes and, to the extent appropriate,
                    for
                    federal income tax purposes. The Company shall maintain a complete
                    set of books
                    and records for each Mortgage Loan which shall be clearly marked
                    to reflect the
                    ownership of such Mortgage Loan by the Purchaser; 

                   

                  (i)  The
                    Company is an approved seller/servicer of residential mortgage
                    loans for Fannie
                    Mae, Freddie Mac or HUD, with such facilities, procedures and
                    personnel
                    necessary for the sound servicing of such mortgage loans. The
                    Company is duly
                    qualified, licensed, registered and otherwise authorized under
                    all applicable
                    federal, state and local laws and regulations to conduct its
                    business as
                    presently conducted in each location where a Mortgaged Property
                    is located;


                   

                  (j)  The
                    Company does not believe, nor does it have any cause or reason
                    to believe, that
                    it cannot perform each and every covenant contained in this Agreement
                    and the
                    related Confirmation applicable to it. The Company is solvent
                    and the sale of
                    the Mortgage Loans will not cause the Company to become insolvent.
                    The sale of
                    the Mortgage Loans is not undertaken with the intent to hinder,
                    delay or defraud
                    any of the Company’s creditors;

                   

                  (k)  No
                    statement, tape, diskette, form, report or other document prepared
                    by, or on
                    behalf of, the Company pursuant to this Agreement, the related
                    Confirmation or
                    in connection with the transactions contemplated hereby, contains
                    or will
                    contain any statement that is or will be inaccurate or misleading
                    in any
                    material respect. The Company has prudently originated and underwritten
                    each
                    Mortgage Loan;

                   

                  (l)  The
                    consideration received by the Company upon the sale of the Mortgage
                    Loans
                    constitutes fair consideration and reasonably equivalent value
                    for such Mortgage
                    Loans;

                   

                  (m)  The
                    Company has delivered to the Initial Purchaser public financial
                    statements of
                    its parent holding company as to its last two complete fiscal
                    years. All such
                    financial statements fairly present the pertinent results of
                    operations and
                    changes in financial position for each of such periods and the
                    financial
                    position at the end of each such period of the Company and its
                    subsidiaries and
                    have been prepared in accordance with GAAP consistently applied
                    throughout the
                    periods involved, except as set forth in the notes thereto. There
                    has been no
                    change in the business, operations, financial condition, properties
                    or assets of
                    the Company since the date of the Company’s financial statements that would have
                    a material adverse effect on its ability to perform its obligations
                    under this
                    Agreement or the related Confirmation (other than events previously
                    disclosed in
                    any Exchange Act filings by the Company or its affiliates); 

                   

                  (n)  The
                    Company has not dealt with any broker, investment banker, agent
                    or other person
                    that may be entitled to any commission or compensation in connection
                    with the
                    sale of the Mortgage Loans; and

                   

                  (o)  The
                    Company is a member of MERS in good standing, and has been in
                    compliance in all
                    material respects with the rules and procedures of MERS in connection
                    with the
                    servicing of the MERS Mortgage Loans for as long as such Mortgage
                    Loans are
                    registered with MERS.

                   

                  Section
                    3.02 Representations
                    and Warranties as to Individual Mortgage Loans.

                   

                  The
                    Company hereby represents and warrants to the Purchaser, as to
                    each Mortgage
                    Loan, as of the related Closing Date and as of the related Servicing
                    Transfer
                    Date as follows:

                   

                  (a)  The
                    information set forth in the related Mortgage Loan Schedule,
                    including any
                    diskette or other related data tapes sent to the Initial Purchaser,
                    is complete,
                    true and correct in all material respects;

                   

                  (b)  [Reserved];

                   

                  (c)  All
                    payments due on or prior to the related Closing Date for such
                    Mortgage Loan have
                    been made as of the related Closing Date, the Mortgage Loan is
                    not delinquent in
                    payment more than 30 days and has not been dishonored, there
                    are no material
                    defaults under the terms of the Mortgage Loan, the Company has
                    not advanced
                    funds, or induced, solicited or knowingly received any advance
                    of funds from a
                    party other than the owner of the Mortgaged Property subject
                    to the Mortgage,
                    directly or indirectly, for the payment of any amount required
                    by the Mortgage
                    Loan and no payment with respect to each Mortgage Loan has been
                    delinquent
                    during the preceding twelve-month period by more than thirty
                    (30) days from the
                    Due Date of the payment;

                   

                  (d)  All
                    taxes, governmental assessments, insurance premiums, water, sewer
                    and municipal
                    charges, leasehold payments or ground rents which previously
                    became due and
                    owing have been paid, or escrow funds have been established in
                    an amount
                    sufficient to pay for every such escrowed item which remains
                    unpaid and which
                    has been assessed but is not yet due and payable;

                   

                  (e)  The
                    terms
                    of the Mortgage Note and the Mortgage have not been impaired,
                    waived, altered or
                    modified in any respect, except by written instruments which
                    have been recorded
                    to the extent any such recordation is required by law. No instrument
                    of waiver,
                    alteration or modification has been executed, and no Mortgagor
                    has been
                    released, in whole or in part, from the terms thereof except
                    in connection with
                    an assumption agreement and which assumption agreement is part
                    of the Mortgage
                    File and the terms of which are reflected in the related Mortgage
                    Loan Schedule;
                    the substance of any such waiver, alteration or modification
                    has been approved
                    by the issuer of any related title insurance policy, to the extent
                    required by
                    the related policy. With respect to each Second Lien Mortgage
                    Loan (a) the
                    related first lien is in full force and effect, (b) there is
                    no default, breach,
                    violation or event of acceleration existing under the related
                    first lien
                    mortgage or the mortgage note related to such first lien mortgage,
                    (c) either no
                    consent for the Mortgage Loan is required by the holder of the
                    first lien or
                    such consent has been obtained and is contained in the Mortgage
                    Loan File, (d)
                    no event which, with the passage of time or with notice and the
                    expiration of
                    any grace or cure period, would constitute a default, breach,
                    violation or event
                    of acceleration under the related first lien mortgage loan, and
                    either (1) the
                    related first lien mortgage contains a provision which allows
                    or (2) applicable
                    law requires, the mortgagee under the Second Lien Mortgage Loan
                    to receive
                    notice of, and affords such mortgagee an opportunity to cure
                    any default by
                    payment in full or otherwise under the related first lien mortgage,
                    and (e) such
                    Second Lien Mortgage Loan is secured by a one- to four-family
                    residence that is
                    the principal residence of the Mortgagor;

                   

                  (f)  The
                    Mortgage Note and the Mortgage (1) are not subject to any right
                    of rescission,
                    set-off, counterclaim or defense, including, without limitation,
                    the defense of
                    usury, (2) nor will the operation of any of the terms of the
                    Mortgage Note or
                    the Mortgage, or the exercise of any right thereunder, render
                    the Mortgage Note
                    or Mortgage unenforceable, in whole or in part, or subject to
                    any right of
                    rescission, set-off, counterclaim or defense, including the defense
                    of usury and
                    (3) no such right of rescission, set-off, counterclaim or defense
                    has been
                    asserted with respect thereto; the Mortgagor was not a debtor
                    in any state or
                    federal bankruptcy or insolvency proceeding at the time the Mortgage
                    Loan was
                    originated;

                   

                  (g)  All
                    buildings or other customarily insured improvements upon the
                    Mortgaged Property
                    are insured by an insurer acceptable under the Fannie Mae Guides,
                    against loss
                    by fire, hazards of extended coverage and such other hazards
                    as are provided for
                    in the Fannie Mae Guides or by the Freddie Mac Guides, in an
                    amount representing
                    coverage not less than the lesser of (i) the maximum insurable
                    value of the
                    improvements securing such Mortgage Loans, and (ii) the greater
                    of (a) either
                    (1) the outstanding principal balance of the Mortgage Loan with
                    respect to each
                    Mortgage Loan which is indicated by the Company to be a First
                    Lien (as reflected
                    on the Mortgage Loan Schedule) or (2) with respect to each Second
                    Lien Mortgage
                    Loan, the sum of the outstanding principal balance of the first
                    lien on such
                    Mortgage Loan and the outstanding principal balance of such Second
                    Lien Mortgage
                    Loan, and (b) an amount such that the proceeds thereof shall
                    be sufficient to
                    prevent the Mortgagor and/or the mortgagee from becoming a co-insurer,
                    but in no
                    event greater than the maximum amount permitted under applicable
                    law. All such
                    standard hazard policies are in full force and effect and on
                    the date of
                    origination contained a standard mortgagee clause naming the
                    Company and its
                    successors in interest and assigns as loss payee and (x) such
                    clause is still in
                    effect and (y) all premiums due thereon have been paid. If required
                    by the Flood
                    Disaster Protection Act of 1973, as amended, the Mortgage Loan
                    is covered by a
                    flood insurance policy meeting the requirements of the current
                    guidelines of the
                    Federal Insurance Administration which policy conforms to Fannie
                    Mae and Freddie
                    Mac requirements, in an amount not less than the amount required
                    by the Flood
                    Disaster Protection Act of 1973, as amended. Such policy was
                    issued by an
                    insurer acceptable under Fannie Mae or Freddie Mac guidelines.
                    The Mortgage (u)
                    obligates the Mortgagor thereunder to maintain all such insurance
                    at the
                    Mortgagor’s cost and expense, and (v) upon the Mortgagor’s failure to do so,
                    authorizes the holder of the Mortgage to maintain such insurance
                    at the
                    Mortgagor’s cost and expense and to seek reimbursement therefor from the
                    Mortgagor;

                   

                  (h)  Any
                    and
                    all requirements of any federal, state or local law including,
                    without
                    limitation, usury, truth-in-lending, real estate settlement procedures,
                    consumer
                    credit protection, equal credit opportunity, fair housing, disclosure
                    or
                    predatory, fair and abusive lending laws applicable to the Mortgage
                    Loan or any
                    related Prepayment Penalty have been complied with in all material
                    respects. The
                    consummation of the transactions contemplated hereby will not
                    involve the
                    violation of any such laws;

                   

                  (i)  The
                    Mortgage has not been satisfied, canceled or subordinated (other
                    than the
                    subordination of any Second Lien Mortgage Loan to the related
                    First Lien), in
                    whole or in part, or rescinded, the Mortgaged Property has not
                    been released
                    from the lien of the Mortgage, in whole or in part, nor has any
                    instrument been
                    executed that would effect any such release, cancellation, subordination
                    or
                    rescission. The Company has not waived the performance by the
                    Mortgagor of any
                    action, if the Mortgagor’s failure to perform such action would cause the
                    Mortgage Loan to be in default, and the Company has not waived
                    any default
                    resulting from any action or inaction by the Mortgagor;

                   

                  (j)  Subject
                    to the items listed in (1)-(4) below, the related Mortgage is
                    a valid,
                    subsisting, enforceable and perfected (A) first lien and first
                    priority security
                    interest with respect to each Mortgage Loan which is indicated
                    by the Company to
                    be a First Lien (as reflected on the Mortgage Loan Schedule),
                    or (B) second lien
                    and second priority security interest with respect to each Mortgage
                    Loan which
                    is indicated by the Company to be a Second Lien Mortgage Loan
                    (as reflected on
                    the Mortgage Loan Schedule), in either case, on the Mortgaged
                    Property including
                    all buildings on the Mortgaged Property and all installations
                    and mechanical,
                    electrical, plumbing, heating and air conditioning systems affixed
                    to such
                    buildings, and all additions, alterations and replacements made
                    at any time with
                    respect to the foregoing securing the Mortgage Note’s original principal
                    balance. Such lien is free and clear of all adverse claims, liens
                    and
                    encumbrances having priority over the first lien of the Mortgage
                    subject only to
                    (1) the lien of non-delinquent current real property taxes and
                    assessments not
                    yet due and payable, (2) covenants, conditions and restrictions,
                    rights of way,
                    easements and other matters of the public record as of the date
                    of recording
                    which are acceptable to mortgage lending institutions generally
                    and either (A)
                    which are referred to or otherwise considered in the appraisal
                    made for the
                    originator of the Mortgage Loan, or (B) which do not adversely
                    affect the
                    appraised value of the Mortgaged Property as set forth in such
                    appraisal, (3)
                    other matters to which like properties are commonly subject which
                    do not
                    materially interfere with the benefits of the security intended
                    to be provided
                    by the Mortgage or the use, enjoyment, value or marketability
                    of the related
                    Mortgaged Property or (4) with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien Mortgage Loan (as reflected
                    on the Mortgage
                    Loan Schedule) a First Lien on the Mortgaged Property. Any security
                    agreement,
                    chattel mortgage or equivalent document related to and delivered
                    in connection
                    with the Mortgage Loan establishes and creates a valid, subsisting,
                    enforceable
                    and perfected (A) first lien and first priority security interest
                    with respect
                    to each Mortgage Loan which is indicated by the Company to be
                    a First Lien (as
                    reflected on the Mortgage Loan Schedule), or (B) second lien
                    and second priority
                    security interest with respect to each Mortgage Loan which is
                    indicated by the
                    Company to be a Second Lien Mortgage Loan (as reflected on the
                    Mortgage Loan
                    Schedule), in either case, on the property described therein,
                    and the Company
                    has the full right to sell and assign the same to the Purchaser;

                   

                  (k)  The
                    Mortgage Note and the related Mortgage are original and genuine
                    and each is the
                    legal, valid and binding obligation of the maker thereof, enforceable
                    in all
                    respects in accordance with its terms subject to bankruptcy,
                    insolvency,
                    moratorium, reorganization and other laws of general application
                    affecting the
                    rights of creditors and by general equitable principles and the
                    Company has
                    taken all action necessary to transfer such rights of enforceability
                    to the
                    Purchaser. All parties to the Mortgage Note and the Mortgage
                    had the legal
                    capacity to enter into the Mortgage Loan and to execute and deliver
                    the Mortgage
                    Note and the Mortgage. The Mortgage Note and the Mortgage have
                    been duly and
                    properly executed by such parties. No fraud, error, omission,
                    misrepresentation,
                    negligence or similar occurrence with respect to a Mortgage Loan
                    has taken place
                    on the part of the Company, the Mortgagor, or any other party
                    involved in the
                    origination or servicing of the Mortgage Loan. The proceeds of
                    the Mortgage Loan
                    have been fully disbursed and there is no requirement for future
                    advances
                    thereunder, and any and all requirements as to completion of
                    any on-site or
                    off-site improvements and as to disbursements of any escrow funds
                    therefor have
                    been complied with. All costs, fees and expenses incurred in
                    making or closing
                    the Mortgage Loan and the recording of the Mortgage were paid
                    or are in the
                    process of being paid, and the Mortgagor is not entitled to any
                    refund of any
                    amounts paid or due under the Mortgage Note or Mortgage;

                   

                  (l)  The
                    Company is the sole owner of record and holder of the Mortgage
                    Loan and the
                    indebtedness evidenced by the Mortgage Note, and upon recordation
                    of the
                    Assignment of Mortgage the Purchaser or its designee will be
                    the owner of record
                    of the Mortgage and the indebtedness evidenced by the Mortgage
                    Note, and upon
                    the sale of the Mortgage Loan to the Purchaser, the Company will
                    retain the
                    Servicing File in trust for the Purchaser only for the purpose
                    of interim
                    servicing and supervising the interim servicing of the Mortgage
                    Loan.
                    Immediately prior to the transfer and assignment to the Purchaser
                    on the related
                    Closing Date, the Mortgage Loan, including the Mortgage Note
                    and the Mortgage,
                    were not subject to an assignment or pledge, and the Company
                    had good and
                    marketable title to and was the sole owner thereof (except for
                    a security
                    interest in each Mortgage Note and Mortgage in favor of the Company’s warehouse
                    lender(s) which security interest will be terminated simultaneously
                    with the
                    sale of such Mortgage Note and Mortgage to the Purchaser) and
                    had full right to
                    transfer and sell the Mortgage Loan to the Purchaser free and
                    clear of any
                    encumbrance, equity, lien, pledge, charge, claim or security
                    interest and has
                    the full right and authority subject to no interest or participation
                    of, or
                    agreement with, any other party, to sell and assign the Mortgage
                    Loan pursuant
                    to this Agreement and following the sale of the Mortgage Loan,
                    the Purchaser
                    will own such Mortgage Loan free and clear of any encumbrance,
                    equity,
                    participation interest, lien, pledge, charge, claim or security
                    interest. The
                    Company intends to relinquish all rights to possess, control
                    and monitor the
                    Mortgage Loan, except for the purposes of interim servicing the
                    Mortgage Loan as
                    set forth in this Agreement. Either the Mortgagor is a natural
                    person or the
                    Mortgagor is an inter-vivos trust acceptable to Fannie Mae. With
                    respect to each
                    inter-vivos trust, 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;

                   

                  (m)  Each
                    Mortgage Loan is covered by an ALTA lender’s title insurance policy issued by a
                    title insurer acceptable to Fannie Mae or Freddie Mac and qualified
                    to do
                    business in the jurisdiction where the Mortgaged Property is
                    located, insuring
                    (subject to the exceptions contained in (j)(1), (2) and (3) above
                    and, with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a Second
                    Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule)
                    clause (4)) the
                    Company, its successors and assigns, as to the first (or, where
                    applicable,
                    second) priority lien of the Mortgage in the original principal
                    amount of the
                    Mortgage Loan and, with respect to each Adjustable Rate Mortgage
                    Loan, against
                    any loss by reason of the invalidity or unenforceability of the
                    lien resulting
                    from the provisions of the Mortgage providing for adjustment
                    in the Mortgage
                    Interest Rate and Monthly Payment; provided that for Mortgage
                    Loans secured by
                    Mortgaged Property located in Iowa, the Company has obtained
                    an attorney’s
                    opinion as to title matters. Additionally, such policy affirmatively
                    insures
                    ingress and egress to and from the Mortgaged Property. Where
                    required by
                    applicable state law or regulation, the Mortgagor has been given
                    the opportunity
                    to choose the carrier of the required mortgage title insurance.
                    The Company, its
                    successors and assigns, are the sole insureds of such lender’s title insurance
                    policy, such title insurance policy has been duly and validly
                    endorsed to the
                    Purchaser or the assignment to the Purchaser of the Company’s interest therein
                    does not require the consent of or notification to the insurer
                    and such lender’s
                    title insurance policy is in full force and effect and will be
                    in full force and
                    effect upon the consummation of the transactions contemplated
                    by this Agreement
                    and the related Confirmation. No claims have been made under
                    such lender’s title
                    insurance policy, and no prior holder of the related Mortgage,
                    including the
                    Company, has done, by act or omission, anything which would impair
                    the coverage
                    of such lender’s title insurance policy;

                   

                  (n)  There
                    is
                    no default, breach, violation or event of acceleration existing
                    under the
                    Mortgage or the related Mortgage Note and no event which, with
                    the passage of
                    time or with notice and the expiration of any grace or cure period,
                    would
                    constitute a default, breach, violation or event permitting acceleration;
                    and
                    neither the Company nor any prior mortgagee has waived any default,
                    breach,
                    violation or event permitting acceleration. With respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a Second Lien Mortgage
                    Loan (as
                    reflected on the Mortgage Loan Schedule) (i) the First Lien is
                    in full force and
                    effect, (ii) there is no default, breach, violation or event
                    of acceleration
                    existing under such First Lien mortgage or the related mortgage
                    note, (iii)
                    either no consent for the Mortgage Loan is required by the holder
                    of the First
                    Lien or such consent has been obtained and is contained in the
                    Mortgage File,
                    (iv) to the best of Company’s knowledge, no event which, with the passage of
                    time or with notice and the expiration of any grace or cure period,
                    would
                    constitute a default, breach, violation or event of acceleration
                    thereunder, and
                    either (A) the First Lien mortgage contains a provision which
                    allows or (B)
                    applicable law requires, the mortgagee under the Second Lien
                    Mortgage Loan to
                    receive notice of, and affords such mortgagee an opportunity
                    to cure any default
                    by payment in full or otherwise under the First Lien mortgage,
                    and (v) such
                    Second Lien Mortgage Loan is secured by a one- to four-family
                    residence that was
                    (or would be) the principal residence of the Mortgagor upon the
                    origination of
                    the Second Lien Mortgage Loan;

                   

                  (o)  There
                    are
                    no mechanics’ or similar liens or claims which have been filed for work, labor
                    or material (and no rights are outstanding that under law could
                    give rise to
                    such liens) affecting the related Mortgaged Property which are
                    or may be liens
                    prior to or equal to the lien of the related Mortgage;

                   

                  (p)  All
                    improvements subject to the Mortgage which were considered in
                    determining the
                    Appraised Value of the Mortgaged Property lie wholly within the
                    boundaries and
                    building restriction lines of the Mortgaged Property (and wholly
                    within the
                    project with respect to a condominium unit) and no improvements
                    on adjoining
                    properties encroach upon the Mortgaged Property except those
                    which are insured
                    against by the title insurance policy referred to in clause (m)
                    above and all
                    improvements on the property comply with all applicable zoning
                    and subdivision
                    laws and ordinances;

                   

                  (q)  The
                    Mortgage Loan was originated by or for the Company. The Mortgage
                    Loan complies
                    with all the terms, conditions and requirements of the Company’s Underwriting
                    Standards in effect at the time of origination of such Mortgage
                    Loan. The
                    Mortgage Notes and Mortgages (exclusive of any riders) are on
                    forms generally
                    acceptable to Fannie Mae or Freddie Mac. The Mortgage Loan bears
                    interest at the
                    Mortgage Interest Rate set forth in the related Mortgage Loan
                    Schedule, and
                    Monthly Payments under the Mortgage Note are due and payable
                    on the first day of
                    each month. The Mortgage contains the usual and enforceable provisions
                    of the
                    originator at the time of origination for the acceleration of
                    the payment of the
                    unpaid principal amount of the Mortgage Loan if the related Mortgaged
                    Property
                    is sold without the prior consent of the mortgagee thereunder;

                   

                  (r)  The
                    Mortgaged Property is not subject to any material damage by waste,
                    fire,
                    earthquake, windstorm, flood or other casualty, and is in good
                    repair. At
                    origination of the Mortgage Loan there was, and there currently
                    is, no
                    proceeding pending for the total or partial condemnation of the
                    Mortgaged
                    Property. There have not been any condemnation proceedings with
                    respect to the
                    Mortgaged Property and there are no such proceedings scheduled
                    to commence at a
                    future date;

                   

                  (s)  The
                    related Mortgage contains customary and enforceable provisions
                    such as to render
                    the rights and remedies of the holder thereof adequate for the
                    realization
                    against the Mortgaged Property of the benefits of the security
                    provided thereby.
                    There is no homestead or other exemption available to the Mortgagor
                    which would
                    interfere with the right to sell the Mortgaged Property at a
                    trustee’s sale or
                    the right to foreclose the Mortgage;

                   

                  (t)  If
                    the
                    Mortgage constitutes a deed of trust, a trustee, authorized and
                    duly qualified
                    if required under applicable law to act as such, has been properly
                    designated
                    and currently so serves and is named in the Mortgage, and no
                    fees or expenses
                    are or will become payable by the Purchaser to the trustee under
                    the deed of
                    trust, except in connection with a trustee’s sale or attempted sale after
                    default by the Mortgagor;

                   

                  (u)  The
                    Mortgage File contains an appraisal of the related Mortgaged
                    Property which, (a)
                    with respect to First Lien Mortgage Loans, was on appraisal form
                    1004 or form
                    2055 with an interior inspection, or (b) with respect to Second
                    Lien Mortgage
                    Loans, was on appraisal form 704, 2065 or 2055 with an exterior
                    only inspection,
                    and (c) with respect to (a) or (b) above was signed prior to
                    the final approval
                    of the mortgage loan application by a Qualified Appraiser, who
                    had no interest,
                    direct or indirect, in the Mortgaged Property or in any loan
                    made on the
                    security thereof, and whose compensation is not affected by the
                    approval or
                    disapproval of the Mortgage Loan, and the appraisal and appraiser
                    both satisfy
                    the requirements of Fannie Mae or Freddie Mac and Title XI of
                    FIRREA and the
                    regulations promulgated thereunder, all as in effect on the date
                    the Mortgage
                    Loan was originated. The appraisal is in a form acceptable to
                    Fannie Mae or
                    Freddie Mac;

                   

                  (v)  All
                    parties which have had any interest in the Mortgage, whether
                    as mortgagee,
                    assignee, pledgee or otherwise, are (or, during the period in
                    which they held
                    and disposed of such interest, were) (A) in compliance with any
                    and all
                    applicable licensing requirements of the laws of the state wherein
                    the Mortgaged
                    Property is located, and (B) (1) organized under the laws of
                    such state, or (2)
                    qualified to do business in such state, or (3) federal savings
                    and loan
                    associations or national banks or a Federal Home Loan Bank or
                    savings bank
                    having principal offices in such state, or (4) not doing business
                    in such
                    state;

                   

                  (w)  The
                    related Mortgage Note is not and has not been secured by any
                    collateral except
                    the lien of the corresponding Mortgage and the security interest
                    of any
                    applicable security agreement or chattel mortgage referred to
                    in (j) above and
                    such collateral does not serve as security for any other obligation
                    except with
                    respect to a junior Mortgage Loan identified on the Mortgage
                    Loan
                    Schedule;

                   

                  (x)  The
                    Mortgagor has received all disclosure materials required by applicable
                    law with
                    respect to the making of such mortgage loans;

                   

                  (y)  The
                    Mortgage Loan does not contain “graduated payment” features and does not have a
                    shared appreciation or other contingent interest feature; no
                    Mortgage Loan
                    contains any buydown provisions;

                   

                  (z)  The
                    Mortgagor is not in bankruptcy as of the origination of the Mortgage
                    Loan and,
                    to the best of Company’s knowledge, the Mortgagor is not insolvent and the
                    Company has no knowledge of any circumstances or condition with
                    respect to the
                    Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
                    standing that could reasonably be expected to cause investors
                    to regard the
                    Mortgage Loan as an unacceptable investment, cause the Mortgage
                    Loan to become
                    delinquent, or materially adversely affect the value or marketability
                    of the
                    Mortgage Loan;

                   

                  (aa)  Principal
                    payments on the Mortgage Loan (except for interest only Mortgage
                    Loans)
                    commenced no more than sixty (60) days after the funds were disbursed
                    in
                    connection with the Mortgage Loan. The Mortgage Loans have an
                    original term to
                    maturity of not more than 30 years, with interest payable in
                    arrears on the
                    first day of each month. Each Mortgage Note (other than with
                    respect to a
                    Balloon Mortgage Loan) requires a monthly payment which is sufficient
                    to fully
                    amortize the original principal balance over the original term
                    thereof (other
                    than during the interest-only period with respect to a Mortgage
                    Loan identified
                    on the related Mortgage Loan Schedule as an interest-only Mortgage
                    Loan) and to
                    pay interest at the related Mortgage Interest Rate. With respect
                    to each
                    Mortgage Loan identified on the Mortgage Loan Schedule as an
                    interest-only
                    Mortgage Loan, the interest-only period does not exceed ten (10)
                    years (or such
                    lesser period specified on the Mortgage Loan Schedule) and following
                    the
                    expiration of such interest-only period, the remaining Monthly
                    Payments shall be
                    sufficient to fully amortize the original principal balance over
                    the remaining
                    term of the Mortgage Loan. With respect to each Balloon Mortgage
                    Loan, the
                    Mortgage Note requires a monthly payment which is sufficient
                    to fully amortize
                    the original principal balance over the original term thereof
                    and to pay
                    interest at the related Mortgage Interest Rate and requires a
                    final Monthly
                    Payment substantially greater than the preceding monthly payment
                    which is
                    sufficient to repay the remained unpaid principal balance of
                    the Balloon
                    Mortgage Loan as the Due Date of such monthly payment. No Mortgage
                    Loan contains
                    terms or provisions which would result in negative amortization.
                    No Mortgage
                    Loan provides for the capitalization or forbearance of interest;

                   

                  (bb)  No
                    Mortgage Loan is subject to a lender-paid mortgage insurance
                    policy;


                   

                  (cc)  As
                    to any
                    Mortgage Loan which is not a MERS Mortgage Loan, the Assignment
                    of Mortgage is
                    in recordable form and is acceptable for recording under the
                    laws of the
                    jurisdiction in which the Mortgaged Property is located;

                   

                  (dd)  The
                    Mortgaged Property is located in the state identified in the
                    related Mortgage
                    Loan Schedule and consists of a single parcel of real property
                    with a detached
                    single family residence erected thereon, or a townhouse, or a
                    two-to four-family
                    dwelling, or an individual condominium unit in a condominium
                    project, or an
                    individual unit in a planned unit development or a de minimis
                    planned unit
                    development, provided, however, that no residence or dwelling
                    is a single parcel
                    of real property with a cooperative housing corporation erected
                    thereon, or a
                    mobile home. As of the date of origination, no portion of the
                    Mortgaged Property
                    was used for commercial purposes, and since the date of origination
                    no portion
                    of the Mortgaged Property has been used for commercial purposes;

                   

                  (ee)  Except
                    as
                    set forth on the related Mortgage Loan Schedule, none of the
                    Mortgage Loans are
                    subject to a Prepayment Penalty. For any Mortgage Loan originated
                    prior to
                    October 1, 2002 that is subject to a Prepayment Penalty, such
                    prepayment penalty
                    does not extend beyond five years after the date of origination.
                    For any
                    Mortgage Loan originated on or following October 1, 2002 that
                    is subject to a
                    Prepayment Penalty, such prepayment penalty does not extend beyond
                    three years
                    after the date of origination.
                    Any such
                    prepayment penalty is permissible and enforceable in accordance
                    with its terms
                    upon the Mortgagor’s full and voluntary principal prepayment under applicable
                    law. With
                    respect to any Mortgage Loan that contains a provision permitting
                    imposition of
                    a penalty upon a prepayment prior to maturity: (i) the Mortgage
                    Loan provides
                    some benefit to the Mortgagor (e.g., a rate or fee reduction)
                    in exchange for
                    accepting such prepayment penalty; (ii) the Mortgage Loan’s originator had a
                    written policy of offering the Mortgagor, or requiring third-party
                    brokers to
                    offer the Mortgagor, the option of obtaining a Mortgage Loan
                    that did not
                    require payment of such a prepayment penalty; and (iii) the prepayment
                    penalty
                    was adequately disclosed to the Mortgagor in the loan documents
                    pursuant to
                    applicable state and federal law;

                   

                  (ff)  The
                    Mortgaged Property is lawfully occupied under applicable law,
                    and 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;

                   

                  (gg)  If
                    the
                    Mortgaged Property is a condominium unit or a planned unit development
                    (other
                    than a de minimis planned unit development), such condominium
                    or planned unit
                    development project meets the eligibility requirements of Fannie
                    Mae and Freddie
                    Mac;

                   

                  (hh)  
                    There is
                    no pending action or proceeding directly involving the Mortgaged
                    Property in
                    which compliance with any environmental law, rule or regulation
                    is an issue;
                    there is no violation of any environmental law, rule or regulation
                    with respect
                    to the Mortgaged Property; and nothing further remains to be
                    done to satisfy in
                    full all requirements of each such law, rule or regulation constituting
                    a
                    prerequisite to use and enjoyment of said property;

                   

                  (ii)  The
                    Mortgagor has not notified the Company requesting relief under
                    the Soldiers’ and
                    Sailors’ Civil Relief Act of 1940 or the Servicemembers Civil Relief Act,
                    and
                    the Company has no knowledge of any relief requested or allowed
                    to the Mortgagor
                    under the Soldiers’ and Sailors’ Civil Relief Act of 1940 or the Servicemembers
                    Civil Relief Act or any similar state laws;

                   

                  (jj)  As
                    of the
                    related Closing Date, no Mortgage Loan was in construction or
                    rehabilitation
                    status or has facilitated the trade-in or exchange of a Mortgaged
                    Property;

                   

                  (kk)  No
                    action
                    has been taken or failed to be taken on or prior to the related
                    Closing Date
                    which has resulted or will result in an exclusion from, denial
                    of, or defense to
                    coverage under any insurance policy related to a Mortgage Loan
                    (including,
                    without limitation, any exclusions, denials or defenses which
                    would limit or
                    reduce the availability of the timely payment of the full amount
                    of the loss
                    otherwise due thereunder to the insured) whether arising out
                    of actions,
                    representations, errors, omissions, negligence, or fraud, or
                    for any other
                    reason under such coverage;

                   

                  (ll)  The
                    Mortgage Loan was originated by a savings and loan association,
                    a savings bank,
                    a commercial bank, a credit union, an insurance company, or similar
                    institution
                    which is supervised and examined by a federal or state authority,
                    or by a
                    mortgagee approved by the Secretary of HUD pursuant to Sections
                    203 and 211 of
                    the National Housing Act;

                   

                  (mm)  With
                    respect to each Mortgage Loan secured in whole or in part by
                    the interest of the
                    Borrower as a lessee under a ground lease of a Mortgaged Property
                    (a “Ground
                    Lease”) the real property securing such Mortgage Loan is located in
                    a
                    jurisdiction in which the use of leasehold estates for residential
                    properties is
                    a widely-accepted practice and:

                   

                  (a)  The
                    Mortgagor is the owner of a valid and subsisting interest as
                    tenant under the
                    Ground Lease;

                   

                  (b)  The
                    Ground Lease is in full force and effect, unmodified and not
                    supplemented by any
                    writing or otherwise;

                   

                  (c)  The
                    mortgagor is not in default under any of the terms thereof and
                    there are no
                    circumstances which, with the passage of time or the giving of
                    notice or both,
                    would constitute an event of default thereunder;

                   

                  (d)  The
                    lessor under the Ground Lease is not in default under any of
                    the terms or
                    provisions thereof on the part of the lessor to be observed or
                    performed;

                   

                  (e)  The
                    term
                    of the Ground Lease exceeds the maturity date of the related
                    Mortgage Loan by at
                    least ten years;

                   

                  (f)  The
                    Ground Lease or a memorandum thereof has been recorded and by
                    its terms permits
                    the leasehold estate to be mortgaged. The Ground Lease grants
                    any leasehold
                    mortgagee standard protection necessary to protect the security
                    of a leasehold
                    mortgagee;

                   

                  (g)  The
                    Ground Lease does not contain any default provisions that could
                    give rise to
                    forfeiture or termination of the Ground Lease except for the
                    non-payment of the
                    Ground Lease rents;

                   

                  (h)  The
                    execution, delivery and performance of the Mortgage do not require
                    the consent
                    (other than those consents which have been obtained and are in
                    full force and
                    effect) under, and will not contravene any provision of or cause
                    a default
                    under, the Ground Lease; and

                   

                  (i)  The
                    Ground Lease provides that the leasehold can be transferred,
                    mortgaged and
                    sublet an unlimited number of times either without restriction
                    or on payment of
                    a reasonable fee and delivery of reasonable documentation to
                    the
                    lessor;

                   

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

                   

                  (oo)  With
                    respect to any Mortgage Loan as to which an affidavit has been
                    delivered to the
                    Purchaser certifying that the original Mortgage Note has been
                    lost or destroyed
                    and not been replaced, if such Mortgage Loan is subsequently
                    in default, the
                    enforcement of such Mortgage Loan will not be materially adversely
                    affected by
                    the absence of the original Mortgage Note;

                   

                  (pp)  Each
                    Mortgage Loan constitutes a qualified mortgage within the meaning
                    of Section
                    860G(a)(3)(A) of the Code and Treasury Regulations Section
                    1.860G-2(a)(1);

                   

                  (qq)  Except
                    as
                    provided in Section 2.06, the Mortgage Note, the Mortgage, the
                    Assignment of
                    Mortgage and the other Mortgage Loan Documents set forth in Exhibit
                    A-1 and
                    required to be delivered on the related Closing Date have been
                    delivered to the
                    Purchaser or its designee all in compliance with the specific
                    requirements of
                    this Agreement. With respect to each Mortgage Loan, the Company
                    is in possession
                    of a complete Mortgage File and Servicing File except for such
                    documents as have
                    been delivered to the Purchaser or its designee;

                   

                  (rr)  All
                    information supplied by, on behalf of, or concerning the Mortgagor
                    is true,
                    accurate and complete and does not contain any statement that
                    is or will be
                    inaccurate or misleading in any material respect; 

                   

                  (ss)  
                    There
                    does not exist on the related Mortgaged Property any hazardous
                    substances,
                    hazardous wastes or solid wastes, as such terms are defined in
                    the Comprehensive
                    Environmental Response Compensation and Liability Act, the Resource
                    Conservation
                    and Recovery Act of 1976, or other federal, state or local environmental
                    legislation; 

                   

                  (tt)  No
                    Mortgage Loan had a Loan-to-Value Ratio at the time of origination
                    of more than
                    100% and no Mortgage Loan had a Combined Loan-to-Value Ratio
                    at the time of
                    origination of more than 100%;

                   

                  (uu)  No
                    Mortgage Loan is (a) subject to, covered by or in violation of
                    the Home
                    Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
                    cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
                    law, including any predatory or abusive lending laws (or a similarly
                    classified
                    loan using different terminology under a law imposing heightened
                    regulatory
                    scrutiny or additional legal liability for a residential mortgage
                    loan having
                    high interest rates, points and/or fees), (c) a High Cost Loan
                    or Covered Loan,
                    as applicable (as such terms are defined in the current version
                    of Standard
& Poor’s LEVELS® Glossary which is now Version 5.6(d) Revised, Appendix E)
                    or (d) in violation of any state law or ordinance comparable
                    to HOEPA. No
                    Mortgage Loan has an “annual percentage rate” or total Points and Fees payable
                    by the Mortgagor (as each such term is defined in HOEPA) that
                    equal or exceed
                    the applicable thresholds defined under HOEPA (Section 32 of
                    Regulation Z, 12
                    C.F.R. Section 226.32(a)(1)(i) and (ii));

                   

                  (vv)  No
                    Mortgagor was required to purchase any credit life, disability,
                    accident,
                    unemployment, personal property or health insurance product or
                    debt cancellation
                    agreement as a condition of obtaining the extension of credit.
                    No Mortgagor
                    obtained a prepaid single premium credit life, disability, unemployment,
                    personal property, mortgage, accident or health insurance policy
                    in connection
                    with the origination of the Mortgage Loan. No proceeds from any
                    Mortgage Loan
                    were used to purchase or finance single-premium insurance policies
                    or debt
                    cancellation agreements as part of the origination of or as a
                    condition to
                    closing, such Mortgage Loan;

                   

                  (ww)  Any
                    principal advances made to the Mortgagor prior to the related
                    Closing Date have
                    been consolidated with the outstanding principal amount secured
                    by the Mortgage,
                    and the secured principal amount, as consolidated, bears a single
                    interest rate
                    and single repayment term. The lien of the Mortgage securing
                    the consolidated
                    principal amount is expressly insured as having (A) first lien
                    priority with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule), or (B) second
                    lien priority
                    with respect to each Mortgage Loan which is indicated by the
                    Company to be a
                    Second Lien Mortgage Loan (as reflected on the Mortgage Loan
                    Data Transmission),
                    in either case, by a title insurance policy, an endorsement to
                    the policy
                    insuring the mortgagee’s consolidated interest or by other title evidence
                    acceptable to Fannie Mae and Freddie Mac. The consolidated principal
                    amount does
                    not exceed the original principal amount of the Mortgage Loan;

                   

                  (xx)  Interest
                    on each Mortgage Loan is calculated on the basis of a 360-day
                    year consisting of
                    twelve 30-day months;

                   

                  (yy)  Unless
                    otherwise set forth on the related Mortgage Loan Schedule, no
                    Mortgage Loan is a
                    Balloon Mortgage Loan;

                   

                  (zz)  With
                    respect to each MERS Mortgage Loan, a MIN has been assigned by
                    MERS and such MIN
                    is accurately provided on the related Mortgage Loan Schedule.
                    The related
                    assignment of Mortgage to MERS has been duly and properly recorded;

                   

                  (aaa)  With
                    respect to each MERS Mortgage Loan, the Company has not received
                    any notice of
                    liens or legal actions with respect to such Mortgage Loan and
                    no such notices
                    have been electronically posted by MERS;

                   

                  (bbb)  Any
                    Mortgaged Property that is considered manufactured housing shall
                    be legally
                    classified as real property, is permanently affixed to a foundation
                    and must
                    assume the characteristics of site-built housing and must otherwise
                    conform to
                    the requirements of Fannie Mae and Freddie Mac, including without
                    limitation the
                    requirement that such manufactured housing will be the principal
                    residence of
                    the Mortgagor upon origination of the Mortgage Loan;

                   

                  (ccc)  With
                    respect to each Mortgage Loan, the Company has fully and accurately
                    furnished
                    complete information (e.g. favorable and unfavorable) on the
                    related borrower
                    credit files to Equifax, Experian and Trans Union Credit Information
                    Company
                    (three of the credit repositories), in accordance with the Fair
                    Credit Reporting
                    Act and its implementing regulations, on a monthly basis and
                    the Company will
                    fully furnish, in accordance with the Fair Credit Reporting Act
                    and its
                    implementing regulations, accurate and complete information (e.g.
                    favorable and
                    unfavorable) on its borrower credit files to Equifax, Experian,
                    and Trans Union
                    Credit Information Company (three of the credit repositories),
                    on a monthly
                    basis.

                   

                  (ddd)  The
                    Company has complied with all applicable anti-money laundering
                    laws and
                    regulations, including without limitation the USA Patriot Act
                    of 2001
                    (collectively, the “Anti-Money Laundering Laws”). The Company has established an
                    anti-money laundering compliance program as required by the Anti-Money
                    Laundering Laws, has conducted the requisite due diligence in
                    connection with
                    the origination of each Mortgage Loan for purposes of the Anti-Money
                    Laundering
                    Laws, including with respect to the legitimacy of the applicable
                    Mortgagor and
                    the origin of the assets used by the said Mortgagor to purchase
                    the property in
                    question, and maintains, and will maintain, sufficient information
                    to identify
                    the applicable Mortgagor for purposes of the Anti-Money Laundering
                    Laws. No
                    Mortgage Loan is subject to nullification pursuant to Executive
                    Order 13224 (the
“Executive Order”) or the regulations promulgated by the Office of Foreign
                    Assets Control of the United States Department of the Treasury
                    (the “OFAC
                    Regulations”) or in violation of the Executive Order or the OFAC Regulations,
                    and no Mortgagor is subject to the provisions of such Executive
                    Order or the
                    OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
                    Regulations;

                   

                  (eee)  With
                    respect to each Mortgage Loan which is a Second Lien Mortgage
                    Loan if the
                    related first lien provides for negative amortization, the LTV
                    was calculated at
                    the maximum principal balance of such first lien that could result
                    upon
                    application of such negative amortization feature;

                   

                  (fff)  No
                    predatory or deceptive lending practices, including but not limited
                    to, the
                    extension of credit to the applicable Mortgagor without regard
                    for said
                    Mortgagor’s ability to repay the Mortgage Loan and the extension of credit
                    to
                    said Mortgagor which has no apparent benefit to said Mortgagor,
                    were employed by
                    the originator of the Mortgage Loan in connection with the origination
                    of the
                    Mortgage Loan. Each
                    Mortgage Loan is in compliance with the anti-predatory lending
                    eligibility for
                    purchase requirements of Fannie Mae’s Selling Guide;

                   

                  (ggg)  No
                    Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending
                    Act, as amended (the “Georgia Act”) or New York Banking Law 6-1. No Mortgage
                    Loan secured by owner occupied real property or an owner occupied
                    manufactured
                    home located in the State of Georgia was originated (or modified)
                    on or after
                    October 1, 2002 through and including March 6, 2003;

                   

                  (hhh)  No
                    Mortgagor was encouraged or required to select a Mortgage Loan
                    product offered
                    by the Mortgage Loan’s originator which is a higher cost product designed for
                    less creditworthy borrowers, taking into account such facts as,
                    without
                    limitation, the Mortgage Loan’s requirements and the Mortgagor’s credit history,
                    income, assets and liabilities. Any Mortgagor who sought financing
                    through the
                    Mortgage Loan originator’s higher-priced subprime lending channel was directed
                    towards or offered the Mortgage Loan originator’s standard mortgage line if the
                    Mortgagor was able to qualify for one of the standard products;

                   

                  (iii)  The
                    methodology used in underwriting the extension of credit for
                    each Mortgage Loan
                    did not rely on the extent of the Mortgagor’s equity in the collateral as the
                    principal determining factor in approving such extension of credit.
                    The
                    methodology employed objective criteria that related such facts
                    as, without
                    limitation, the Mortgagor’s credit history, income, assets or liabilities, to
                    the proposed mortgage payment and, based on such methodology,
                    the Mortgage
                    Loan’s originator made a reasonable determination that at the time
                    of
                    origination the Mortgagor had the ability to make timely payments
                    on the
                    Mortgage Loan; 

                   

                  (jjj)  All
                    points, fees and charges (including finance charges) and whether
                    or not
                    financed, assessed, collected or to be collected in connection
                    with the
                    origination and servicing of each Mortgage Loan have been disclosed
                    in writing
                    to the Mortgagor in accordance with applicable state and federal
                    law and
                    regulation;

                   

                  (kkk)  All
                    Points and Fees related to each Loan were disclosed in writing
                    to the Mortgagor
                    in accordance with applicable state and federal law and regulation.
                    Except as
                    otherwise disclosed in the Mortgage Loan Schedule, no Mortgagor
                    was charged
                    Points and Fees (whether or not financed) in an amount that exceeds
                    the greater
                    of (1) 5% of the principal amount of such Mortgage Loan (such
                    5% limitation is
                    calculated in accordance with Fannie Mae’s requirements as set forth in the
                    Fannie Mae Selling Guide) or (2) $1,000;

                   

                  (lll)  The
                    Company will transmit full-file credit reporting data for each
                    Mortgage Loan
                    pursuant to Fannie Mae Guide Announcement 95-19 and for each
                    Mortgage Loan,
                    Company agrees it shall report one of the following statuses
                    each month as
                    follows: new origination, current, delinquent (30-, 60-, 90-days,
                    etc.),
                    foreclosed, or charged-off; 

                   

                  (mmm)  Each
                    Mortgage Loan is eligible for sale in the secondary mortgage
                    market or for
                    securitization without unreasonable credit enhancement;

                   

                  (nnn)  No
                    Mortgage Loan is a “High-Cost Home Loan” under the New Jersey Home Ownership
                    Security Act of 2002 (the “NJ Act”); and each Mortgage Loan subject to the NJ
                    Act is considered under the NJ Act as, either, a (1) purchase
                    money Home Loan,
                    (2) purchase money Covered Loan (with respect to Mortgage Loans
                    which were
                    originated between November 26, 2003 and July 7, 2004), or (3)
                    a rate/term
                    refinance Home Loan; 

                   

                  (ooo)  No
                    Mortgagor agreed to submit to arbitration to resolve any dispute
                    arising out of
                    or relating in any way to the Mortgage Loan transaction; 

                   

                  (ppp)  The
                    Mortgagor has not made or caused to be made any payment in the
                    nature of an
‘average’ or ‘yield spread premium’ to a mortgage broker or a like Person which
                    has not been fully disclosed to the Mortgagor;

                   

                  (qqq)  No
                    Mortgage Loan secured by a Mortgaged Property located in the
                    Commonwealth of
                    Massachusetts was made to pay off or refinance an existing loan
                    or other debt of
                    the related borrower (as the term "borrower" is defined in the
                    regulations
                    promulgated by the Massachusetts Secretary of State in connection
                    with the
                    Massachusetts General Laws Chapter 183, Section 28C) unless (a)
                    the related
                    Mortgage Interest Rate (that would be effective once the introductory
                    rate
                    expires, with respect to Adjustable Rate Mortgage Loans) did
                    or would not exceed
                    by more than 2.50% the yield on United States Treasury securities
                    having
                    comparable periods of maturity to the maturity of the related
                    Mortgage Loan as
                    of the fifteenth day of the month immediately preceding the month
                    in which the
                    application for the extension of credit was received by the related
                    lender or
                    (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the
                    Massachusetts General Laws Chapter 183, Section 28C or the regulations
                    promulgated in connection therewith) and the related Mortgage
                    Note provides that
                    the related Mortgage Interest Rate may not exceed at any time
                    the Prime rate
                    index as published in the Wall
                    Street Journal
                    plus a
                    margin of one percent;
                    and

                   

                  (rrr)  The
                    origination, servicing and collection practices with respect
                    to each Mortgage
                    Note and Mortgage have been legal and in accordance with applicable
                    laws and
                    regulations, and in all material respects in accordance with
                    Accepted Servicing
                    Practices. The Company further represents and warrants that:
                    with respect to
                    escrow deposits and payments that the Company is entitled to
                    collect, all such
                    payments are in the possession of, or under the control of, the
                    Company or its
                    delegate, and there exist no deficiencies in connection therewith
                    for which
                    customary arrangements for repayment thereof have not been made;
                    all escrow
                    payments have been collected and are being maintained in full
                    compliance with
                    applicable state and federal law and the provisions of the related
                    Mortgage Note
                    and Mortgage; as to any Mortgage Loan that is the subject of
                    an escrow, escrow
                    of funds is not prohibited by applicable law and has been established
                    in an
                    amount sufficient to pay for every escrowed item that remains
                    unpaid and has
                    been assessed but is not yet due and payable; no escrow deposits
                    or other
                    charges or payments due under the Mortgage Note have been capitalized
                    under any
                    Mortgage or the related Mortgage Note; all Mortgage Interest
                    Rate adjustments
                    have been made in strict compliance with state and federal law
                    and the terms of
                    the related Mortgage Note; and any interest required to be paid
                    pursuant to
                    state and local law has been properly paid and credited.

                   

                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                 

                

                  ASSIGNMENT
                    AND RECOGNITION AGREEMENT

                   

                  THIS
                    ASSIGNMENT AND RECOGNITION AGREEMENT, dated November 30, 2006,
                    (“Agreement”)
                    among
                    UBS Real Estate Securities Inc. (“Assignor”),
                    Mortgage Asset Securitization Transactions, Inc. (“Assignee”)
                    and
                    OwnIt Mortgage Solutions, Inc. (the “Company”):

                   

                  For
                    and
                    in consideration of the sum of TEN DOLLARS ($10.00) and other
                    valuable
                    consideration the receipt and sufficiency of which hereby are
                    acknowledged, and
                    of the mutual covenants herein contained, the parties hereto
                    hereby agree as
                    follows:

                   

                   

                  I.
                    Assignment and Conveyance

                   

                  The
                    Assignor hereby conveys, sells, grants, transfers and assigns
                    to the Assignee
                    (x) all of the right, title and interest of the Assignor, as
                    purchaser, in, to
                    and under (a) those certain Mortgage Loans listed as being originated
                    by the
                    Company on the schedule (the “Mortgage
                    Loan Schedule”)
                    attached hereto as Exhibit A (the “Mortgage
                    Loans”)
                    and
                    (b) except as described below, that certain Master
                    Seller’s Purchase, Warranties and Interim Servicing Agreement dated
                    as of
                    October 1, 2006,
                    as
                    amended (the “Purchase
                    Agreement”),
                    between the Assignor, as purchaser (the “Purchaser”),
                    and
                    the Company, as seller, solely insofar as the Purchase Agreement
                    relates to the
                    Mortgage Loans and (y) other than as provided below with respect
                    to the
                    enforcement of representations and warranties, none of the obligations
                    of the
                    Assignor under the Purchase Agreement.

                   

                  The
                    Assignor specifically reserves and does not assign to the Assignee
                    hereunder any
                    and all right, title and interest in, to and under and any obligations
                    of the
                    Assignor with respect to any mortgage loans subject to the Purchase
                    Agreement
                    which are not the mortgage loans set forth on the Mortgage Loan
                    Schedule and are
                    not the subject of this Agreement.

                   

                   

                  II.
                    Recognition of the Company

                   

                  From
                    and
                    after the date hereof, the Company shall and does hereby recognize
                    that the
                    Assignee will transfer the Mortgage Loans and assign its rights
                    under the
                    Purchase Agreement (solely to the extent set forth herein) and
                    this Agreement to
                    MASTR Asset-Backed Securities Trust 2006-HE4 (the “Trust”) created pursuant to a
                    Pooling and Servicing Agreement, dated as of November 1, 2006
                    (the “Pooling
                    Agreement”), among
                    the
                    Assignee, Wells Fargo Bank, N.A. as master servicer and trust
                    administrator
                    (including its successors in interest and any successor servicers
                    under the
                    Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Wells Fargo
                    Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq
                    Servicing as
                    servicers (the “Servicers”) and U.S. Bank National Association, as trustee
                    (including its successors in interest and any successor trustees
                    under the
                    Pooling Agreement, the “Trustee”).
                    The
                    Company hereby acknowledges and agrees that from and after the
                    date hereof (i)
                    the Trust will be the owner of the Mortgage Loans, (ii) the Trust
                    (including the Trustee, the Trust Administrator, the Master Servicer
                    and the
                    Servicer acting on the Trust’s behalf) shall have all the rights and remedies
                    available to the Assignor, insofar as they relate to the Mortgage
                    Loans, under
                    the Purchase Agreement, including, without limitation, the enforcement
                    of the
                    document delivery requirements and remedies with respect to breaches
                    of
                    representations and warranties set forth in the Purchase Agreement,
                    and shall be
                    entitled to enforce all of the obligations of the Company thereunder
                    insofar as
                    they relate to the Mortgage Loans, and (iii) all references to the
                    Purchaser (insofar as they relate to the rights, title and interest
                    and, with
                    respect to obligations of the Purchaser, only insofar as they
                    relate to the
                    enforcement of the representations, warranties and covenants
                    of the Company) or
                    the Custodian under the Purchase Agreement insofar as they relate
                    to the
                    Mortgage Loans, shall be deemed to refer to the Trust (including
                    the Trustee,
                    the Trust Administrator, the Master Servicer and the Servicer
                    acting on the
                    Trust’s behalf). Neither the Company nor the Assignor shall amend or
                    agree to
                    amend, modify, waiver, or otherwise alter any of the terms or
                    provisions of the
                    Purchase Agreement which amendment, modification, waiver or other
                    alteration
                    would in any way affect the Mortgage Loans or the Company’s performance under
                    the Purchase Agreement with respect to the Mortgage Loans without
                    the prior
                    written consent of the Trustee.

                   

                   

                  III.
                    Representations and Warranties of the Company

                   

                  1. The
                    Company warrants and represents to the Assignor, the Assignee
                    and the Trust as
                    of the date hereof that:

                   

                  (a)  Attached
                    hereto as Exhibit
                    B
                    is a
                    true and accurate copy of the representations and warranties
                    set forth in
                    Sections 3.01 and 3.02 of the Purchase Agreement, which Purchase
                    Agreement is in
                    full force and effect as of the date hereof and the provisions
                    of which have not
                    been waived, amended or modified in any respect, nor has any
                    notice of
                    termination been given thereunder;

                   

                  (b)  The
                    Company is duly organized, validly existing and in good standing
                    under the laws
                    of the jurisdiction of its incorporation;

                   

                  (c)  The
                    Company has full power and authority to execute, deliver and
                    perform its
                    obligations under this Agreement and has full power and authority
                    to perform its
                    obligations under the Purchase Agreement. The execution by the
                    Company of this
                    Agreement is in the ordinary course of the Company’s business and will not
                    conflict with, or result in a breach of, any of the terms, conditions
                    or
                    provisions of the Company’s charter or bylaws or any legal restriction, or any
                    material agreement or instrument to which the Company is now
                    a party or by which
                    it is bound, or result in the violation of any law, rule, regulation,
                    order,
                    judgment or decree to which the Company or its property is subject.
                    The
                    execution, delivery and performance by the Company of this Agreement
                    have been
                    duly authorized by all necessary corporate action on part of
                    the Company. This
                    Agreement has been duly executed and delivered by the Company,
                    and, upon the due
                    authorization, execution and delivery by the Assignor and the
                    Assignee, will
                    constitute the valid and legally binding obligation of the Company,
                    enforceable
                    against the Company in accordance with its terms except as enforceability
                    may be
                    limited by bankruptcy, reorganization, insolvency, moratorium
                    or other similar
                    laws now or hereafter in effect relating to creditors’ rights generally, and by
                    general principles of equity regardless of whether enforceability
                    is considered
                    in a proceeding in equity or at law; 

                   

                  (d)  No
                    consent, approval, order or authorization of, or declaration,
                    filing or
                    registration with, any governmental entity is required to be
                    obtained or made by
                    the Company in connection with the execution, delivery or performance
                    by the
                    Company of this Agreement; and

                   

                  (e)  There
                    is
                    no action, suit, proceeding or investigation pending or threatened
                    against the
                    Company, before any court, administrative agency or other tribunal,
                    which would
                    draw into question the validity of this Agreement or the Purchase
                    Agreement, or
                    which, either in any one instance or in the aggregate, would
                    result in any
                    material adverse change in the ability of the Company to perform
                    its obligations
                    under this Agreement or the Purchase Agreement, and the Company
                    is
                    solvent.

                   

                  2. Pursuant
                    to Section 8.01(b)(iii) of the Purchase Agreement, the Company
                    hereby represents
                    and warrants, for the benefit of the Assignor, the Assignee and
                    the Trust, that
                    the representations and warranties set forth in Sections 3.01
                    and 3.02 of the
                    Purchase Agreement (set forth on Schedule 1 hereto), are true
                    and correct as of
                    the date hereof, as if such representations and warranties were
                    made on such
                    date.

                   

                  3. The
                    Assignor hereby makes the following representations and warranties
                    as of the
                    date hereof:

                   

                  (a)  Each
                    Mortgage Loan at the time it was made complied in all material
                    respects with
                    applicable local, state, and federal laws, including, but not
                    limited to, all
                    applicable predatory and abusive lending laws;

                   

                  (b)  None
                    of
                    the Mortgage Loans are High Cost as defined by any applicable
                    predatory and
                    abusive lending laws;

                   

                  (c)  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®
                    Glossary
                    which is now Version 5.7 Revised, Appendix E); and

                   

                  (d)  No
                    Mortgage Loan originated on or after October 1, 2002 through
                    March 6, 2003 is
                    governed by the Georgia Fair Lending Act.

                   

                  In
                    addition to the foregoing, within  60 days
                    of
                    the earlier of discovery by the Assignor or receipt of notice
                    by the Assignor of
                    (i) the breach of any representation or warranty of the Company
                    set forth in
                    Section 3.02 of the Purchase Agreement which materially and adversely
                    affects
                    the interests of the Certificateholders in any of the Mortgage
                    Loan and for
                    which the Company has failed to cure such breach in accordance
                    with the terms of
                    the Purchase Agreement and (ii)(a) the fact that the Company
                    is no longer an
                    operating company or (b) an Officers’ Certificate certifying to the fact that
                    the Company is financially unable to cure such breach pursuant
                    to the terms of
                    the Purchase Agreement, the Assignor shall take such action described
                    in Section
                    2.03 of the Pooling Agreement in respect of such Mortgage Loan.
                    Such obligation
                    of the Assignor shall continue until such time that the Rating
                    Agencies inform
                    the Assignee and the Assignor in writing that such obligation
                    is no longer
                    required in order for the Rating Agencies to maintain their then-current
                    ratings
                    on the Certificates.

                   

                   

                  IV.
                    Remedies for Breach of Representations and Warranties

                   

                  The
                    Company hereby acknowledges and agrees that the remedies available
                    to the
                    Assignor, the Assignee and the Trust (including the Trustee and
                    the Master
                    Servicer acting on the Trust’s behalf) in connection with any breach of the
                    representations and warranties made by the Company set forth
                    in Section 3 hereof
                    shall be as set forth in Subsection 3.03 of the Purchase Agreement
                    as if they
                    were set forth herein (including without limitation the repurchase
                    and indemnity
                    obligations set forth therein). It is understood by the parties
                    hereto that a
                    breach of the representations and warranties made in Sections
                    3.02 (h), (n),
                    (ee), (pp), (uu), (vv), (ccc), (ggg), (hhh), (iii), (ooo), (kkk)
                    or (sss) of the
                    Purchase Agreement shall be deemed to materially and adversely
                    affect the value
                    of the related mortgage loan or the interests of the Trust in
                    the related
                    mortgage loans.

                   

                  The
                    Company
                    shall
                    repurchase any Mortgage Loan sold to the
                    Assignor
                    for
                    which the first monthly payment due in
                    October 2006 or November 2006 becomes
                    30 days past due (each, a “Delinquent Loan”) or, in lieu of repurchase of a
                    Delinquent Loan by the
                    Company, the Assignor and the Company
                    may
                    agree to a substitution of another Mortgage Loan for any Delinquent
                    Loan. Any
                    such substituted Mortgage Loan will be subject to the
                    Assignor’s
                    acceptability. Such
                    repurchase will be made at the
                    Repurchase Price (as defined in the Purchase Agreement). 

                  


                  The
                    Assignor hereby acknowledges and agrees that the remedies available
                    to the
                    Assignee and the Trust (including the Trustee and the Master
                    Servicer acting on
                    the Trust’s behalf) in connection with any breach of the representations
                    and
                    warranties made by the Assignor set forth in Section 3 hereof
                    shall be as set
                    forth in Section 2.03 of the Pooling and Servicing Agreement
                    as if they were set
                    forth herein (including without limitation the repurchase obligations
                    set forth
                    therein). The
                    Assignor hereby acknowledges and agrees that a breach of any
                    one of the
                    representations set forth in Section 5 above will be deemed to
                    materially
                    adversely affect the interests of the certificateholders and
                    shall require a
                    repurchase of the affected Mortgage Loan(s).

                   

                  Notwithstanding
                    the foregoing, the Assignor may, at its option, satisfy any obligation
                    of the
                    Company with respect to any breach of representation and warranty
                    made by the
                    Company regarding the Mortgage Loans.

                   

                   

                  V.
                    Miscellaneous

                   

                  This
                    Agreement shall be construed in accordance with the laws of the
                    State of New
                    York, without regard to conflicts of law principles, and the
                    obligations, rights
                    and remedies of the parties hereunder shall be determined in
                    accordance with
                    such laws. 

                   

                  No
                    term
                    or provision of this Agreement may be waived or modified unless
                    such waiver or
                    modification is in writing and signed by the party against whom
                    such waiver or
                    modification is sought to be enforced, with the prior written
                    consent of the
                    Trustee and the Trust Administrator. 

                   

                  This
                    Agreement shall inure to the benefit of (i) the successors and
                    assigns of the
                    parties hereto and (ii) the Trust (including the Trustee, the
                    Trust
                    Administrator and the Master Servicer acting on the Trust’s behalf). Any entity
                    into which Assignor, Assignee or Company may be merged or consolidated
                    shall,
                    without the requirement for any further writing, be deemed Assignor,
                    Assignee or
                    Company, respectively, hereunder. 

                   

                  Each
                    of
                    this Agreement and the Purchase Agreement shall survive the conveyance
                    of the
                    Mortgage Loans and the assignment of the Purchase Agreement (to
                    the extent
                    assigned hereunder) by Assignor to Assignee and by Assignee to
                    the Trust and
                    nothing contained herein shall supersede or amend the terms of
                    the Purchase
                    Agreement.

                   

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

                   

                  In
                    the
                    event that any provision of this Agreement conflicts with any
                    provision of the
                    Purchase Agreement with respect to the Mortgage Loans, the terms
                    of this
                    Agreement shall control. 

                   

                  Capitalized
                    terms used in this Agreement (including the exhibits hereto)
                    but not defined in
                    this Agreement shall have the meanings given to such terms in
                    the Purchase
                    Agreement.

                   

                   

                  [SIGNATURE
                    PAGE FOLLOWS]

                   

                  



                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  



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

                   

                  
                    	 	 	 	 	 	 	 	
                            UBS
                              REAL ESTATE SECURITIES INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            MORTGAGE
                              ASSET SECURITIZATION TRANSACTIONS, INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                  


                  


                  
                    	 	 	 	 	 	 	 	
                            OWNIT
                              MORTGAGE SOLUTIONS, INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                  


                  


                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  


                  



                  EXHIBIT
                    A

                  


                  Mortgage
                    Loan Schedule

                  


                  


                  Available
                    Upon Request

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
 

                  SCHEDULE
                    1

                  


                  Capitalized
                    terms used herein but not defined in this Schedule 1 shall have
                    the meanings
                    given to such terms in the Purchase Agreement:

                   

                  Section
                    3.01 Representations
                    and Warranties of the Company. 

                   

                  The
                    Company represents, warrants and covenants to the Purchaser that
                    as of each
                    Closing Date and as of each Servicing Transfer Date or as of
                    such date
                    specifically provided herein:

                   

                  (a)  The
                    Company is a corporation duly organized and validly existing
                    under the laws of
                    California. The Company has all licenses necessary to carry out
                    its business as
                    now being conducted, and is licensed and qualified to transact
                    business in and
                    is in good standing under the laws of each state in which any
                    Mortgaged Property
                    is located or is otherwise exempt under applicable law from such
                    licensing or
                    qualification or is otherwise not required under applicable law
                    to effect such
                    licensing or qualification and no demand for such licensing or
                    qualification has
                    been made upon the Company by any such state, and in any event
                    the Company is in
                    compliance with the laws of any such state to the extent necessary
                    to ensure the
                    enforceability of each Mortgage Loan and the interim servicing
                    of the Mortgage
                    Loans in accordance with the terms of this Agreement. No licenses
                    or approvals
                    obtained by the Company have been suspended or revoked by any
                    court,
                    administrative agency, arbitrator or governmental body and no
                    proceedings are
                    pending which might result in such suspension or revocation;

                   

                  (b)  The
                    Company has the full power and authority and legal right to hold,
                    transfer and
                    convey each Mortgage Loan, to sell each Mortgage Loan and to
                    execute, deliver
                    and perform, and to enter into and consummate all transactions
                    contemplated by
                    this Agreement and the related Confirmation and to conduct its
                    business as
                    presently conducted; the Company has duly authorized the execution,
                    delivery and
                    performance of this Agreement and any agreements contemplated
                    hereby, has duly
                    executed and delivered this Agreement and the related Confirmation,
                    and any
                    agreements contemplated hereby, and this Agreement and the related
                    Confirmation
                    and each Assignment of Mortgage to the Purchaser and any agreements
                    contemplated
                    hereby, constitute the legal, valid and binding obligations of
                    the Company,
                    enforceable against it in accordance with their respective terms,
                    except as such
                    enforceability may be limited by bankruptcy, insolvency, moratorium,
                    reorganization and similar laws, and by equitable principles
                    affecting the
                    enforceability of the rights of creditors; and all requisite
                    corporate action
                    has been taken by the Company to make this Agreement, the related
                    Confirmation
                    and all agreements contemplated hereby valid and binding upon
                    the Company in
                    accordance with their terms;

                   

                  (c)  Neither
                    the execution and delivery of this Agreement, the related Confirmation,
                    the sale
                    of the Mortgage Loans to the Purchaser, the consummation of the
                    transactions
                    contemplated hereby, nor the fulfillment of or compliance with
                    the terms and
                    conditions of this Agreement and the related Confirmation will
                    conflict with any
                    of the terms, conditions or provisions of the Company’s charter or by-laws or
                    materially conflict with or result in a material breach of any
                    of the terms,
                    conditions or provisions of any legal restriction or any agreement
                    or instrument
                    to which the Company is now a party or by which it is bound,
                    or constitute a
                    default or result in an acceleration under any of the foregoing,
                    or result in
                    the material violation of any law, rule, regulation, order, judgment
                    or decree
                    to which the Company or its property is subject;

                   

                  (d)  There
                    is
                    no litigation, suit, proceeding or investigation pending or threatened,
                    or any
                    order or decree outstanding, which is reasonably likely to have
                    a material
                    adverse effect on the sale of the Mortgage Loans, the execution,
                    delivery,
                    performance or enforceability of this Agreement or the related
                    Confirmation, or
                    which is reasonably likely to have a material adverse effect
                    on the financial
                    condition of the Company;

                   

                  (e)  No
                    consent, approval, authorization or order of any court or governmental
                    agency or
                    body is required for the execution, delivery and performance
                    by the Company of
                    or compliance by the Company with this Agreement and the related
                    Confirmation,
                    except for consents, approvals, authorizations and orders which
                    have been
                    obtained;

                   

                  (f)  The
                    consummation of the transactions contemplated by this Agreement
                    and the related
                    Confirmation are in the ordinary course of business of the Company,
                    and the
                    transfer, assignment and conveyance of the Mortgage Notes and
                    the Mortgages by
                    the Company pursuant to this Agreement and the related Confirmation
                    are not
                    subject to bulk transfer or any similar statutory provisions
                    in effect in any
                    applicable jurisdiction;

                   

                  (g)  The
                    origination, servicing and collection practices with respect
                    to each Mortgage
                    Note and Mortgage have been legal and in accordance with applicable
                    laws and
                    regulations, and in all material respects in accordance with
                    Accepted Servicing
                    Practices. The Company further represents and warrants that:
                    with respect to
                    escrow deposits and payments that the Company is entitled to
                    collect, all such
                    payments are in the possession of, or under the control of, the
                    Company or its
                    delegate, and there exist no deficiencies in connection therewith
                    for which
                    customary arrangements for repayment thereof have not been made;
                    all escrow
                    payments have been collected and are being maintained in full
                    compliance with
                    applicable state and federal law and the provisions of the related
                    Mortgage Note
                    and Mortgage; as to any Mortgage Loan that is the subject of
                    an escrow, escrow
                    of funds is not prohibited by applicable law and has been established
                    in an
                    amount sufficient to pay for every escrowed item that remains
                    unpaid and has
                    been assessed but is not yet due and payable; no escrow deposits
                    or other
                    charges or payments due under the Mortgage Note have been capitalized
                    under any
                    Mortgage or the related Mortgage Note; all Mortgage Interest
                    Rate adjustments
                    have been made in strict compliance with state and federal law
                    and the terms of
                    the related Mortgage Note; and any interest required to be paid
                    to the Mortgagor
                    pursuant to state and local law has been properly paid and
                    credited;

                   

                  (h)  The
                    Company has not used selection procedures that identified the
                    Mortgage Loans as
                    being less desirable or valuable than other comparable mortgage
                    loans in the
                    Company’s portfolio at the related Closing Date; 

                   

                  (i)  The
                    Company will treat the transfer of the Mortgage Loans to the
                    Purchaser as a sale
                    for reporting and accounting purposes and, to the extent appropriate,
                    for
                    federal income tax purposes. The Company shall maintain a complete
                    set of books
                    and records for each Mortgage Loan which shall be clearly marked
                    to reflect the
                    ownership of such Mortgage Loan by the Purchaser; 

                   

                  (j)  The
                    Company is an approved seller/servicer of residential mortgage
                    loans for Fannie
                    Mae or Freddie Mac and HUD, with such facilities, procedures
                    and personnel
                    necessary for the sound servicing of such mortgage loans. The
                    Company is duly
                    qualified, licensed, registered and otherwise authorized under
                    all applicable
                    federal, state and local laws and regulations and is in good
                    standing to sell
                    mortgage loans to and service mortgage loans for Fannie Mae or
                    Freddie Mac and
                    no event has occurred which would make the Company unable to
                    comply with
                    eligibility requirements or which would require notification
                    to either Fannie
                    Mae or Freddie Mac; 

                   

                  (k)  The
                    Company does not believe, nor does it have any cause or reason
                    to believe, that
                    it cannot perform each and every covenant contained in this Agreement
                    and the
                    related Confirmation applicable to it. The Company is solvent
                    and the sale of
                    the Mortgage Loans will not cause the Company to become insolvent.
                    The sale of
                    the Mortgage Loans is not undertaken with the intent to hinder,
                    delay or defraud
                    any of the Company’s creditors;

                   

                  (l)  No
                    statement, tape, diskette, form, report or other document prepared
                    by, or on
                    behalf of, the Company pursuant to this Agreement, the related
                    Confirmation or
                    in connection with the transactions contemplated hereby, contains
                    any statement
                    that is inaccurate or misleading in any material respect;

                   

                  (m)  The
                    consideration received by the Company upon the sale of the Mortgage
                    Loans
                    constitutes fair consideration and reasonably equivalent value
                    for such Mortgage
                    Loans;

                   

                  (n)  The
                    Company has delivered to the Initial Purchaser financial statements
                    as to its
                    last two complete fiscal years. All such financial statements
                    fairly present the
                    pertinent results of operations and changes in financial position
                    for each of
                    such periods and the financial position at the end of each such
                    period of the
                    Company and its subsidiaries and have been prepared in accordance
                    with GAAP
                    consistently applied throughout the periods involved, except
                    as set forth in the
                    notes thereto. There has been no change in the business, operations,
                    financial
                    condition, properties or assets of the Company since the date
                    of the Company’s
                    financial statements that would have a material adverse effect
                    on its ability to
                    perform its obligations under this Agreement or the related Confirmation;
                    

                   

                  (o)  The
                    Company has not dealt with any broker, investment banker, agent
                    or other person
                    that may be entitled to any commission or compensation in connection
                    with the
                    sale of the Mortgage Loans; and

                   

                  (p)  The
                    Company is a member of MERS in good standing, and will comply
                    in all material
                    respects with the rules and procedures of MERS in connection
                    with the servicing
                    of the MERS Mortgage Loans for as long as such Mortgage Loans
                    are registered
                    with MERS.

                   

                  Section
                    3.02 Representations
                    and Warranties as to Individual Mortgage Loans.

                   

                  The
                    Company hereby represents and warrants to the Purchaser, as to
                    each Mortgage
                    Loan, as of the related Closing Date as follows:

                   

                  (a)  The
                    information set forth in the related Mortgage Loan Schedule,
                    including any
                    diskette or other related data tapes sent to the Initial Purchaser,
                    is complete,
                    true and correct in all material respects;

                   

                  (b)  The
                    Mortgage creates a (A) first lien and first priority security
                    interest with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule) or (B) second
                    lien and second
                    priority security interest with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien (as reflected on the Mortgage
                    Loan Schedule),
                    in either case, in the related Mortgaged Property securing the
                    related Mortgage
                    Note;

                   

                  (c)  All
                    payments due on or prior to the related Closing Date for such
                    Mortgage Loan have
                    been made as of the related Closing Date, the Mortgage Loan is
                    not delinquent in
                    payment more than 30 days and has not been dishonored; there
                    are no material
                    defaults under the terms of the Mortgage Loan; the Company has
                    not advanced
                    funds, or induced, solicited or knowingly received any advance
                    of funds from a
                    party other than the owner of the Mortgaged Property subject
                    to the Mortgage,
                    directly or indirectly, for the payment of any amount required
                    by the Mortgage
                    Loan; no payment with respect to each Mortgage Loan has been
                    delinquent during
                    the preceding twelve-month period;

                   

                  (d)  All
                    taxes, governmental assessments, insurance premiums, water, sewer
                    and municipal
                    charges, leasehold payments or ground rents which previously
                    became due and
                    owing have been paid, or escrow funds have been established in
                    an amount
                    sufficient to pay for every such escrowed item which remains
                    unpaid and which
                    has been assessed but is not yet due and payable;

                   

                  (e)  The
                    terms
                    of the Mortgage Note and the Mortgage have not been impaired,
                    waived, altered or
                    modified in any respect, except by written instruments which
                    have been recorded
                    to the extent any such recordation is required by law. No instrument
                    of waiver,
                    alteration or modification has been executed, and no Mortgagor
                    has been
                    released, in whole or in part, from the terms thereof except
                    in connection with
                    an assumption agreement and which assumption agreement is part
                    of the Mortgage
                    File and the terms of which are reflected in the related Mortgage
                    Loan Schedule;
                    the substance of any such waiver, alteration or modification
                    has been approved
                    by the issuer of any related title insurance policy, to the extent
                    required by
                    the related policy.

                   

                  (f)  The
                    Mortgage Note and the Mortgage are not subject to any right of
                    rescission,
                    set-off, counterclaim or defense, including, without limitation,
                    the defense of
                    usury, nor will the operation of any of the terms of the Mortgage
                    Note or the
                    Mortgage, or the exercise of any right thereunder, render the
                    Mortgage Note or
                    Mortgage unenforceable, in whole or in part, or subject 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; and the Mortgagor was not a debtor
                    in any state
                    or federal bankruptcy or insolvency proceeding at the time the
                    Mortgage Loan was
                    originated;

                   

                  (g)  All
                    buildings or other customarily insured improvements upon the
                    Mortgaged Property
                    are insured by an insurer acceptable under the Fannie Mae Guides,
                    against loss
                    by fire, hazards of extended coverage and such other hazards
                    as are provided for
                    in the Fannie Mae Guides or by the Freddie Mac Guides, in an
                    amount representing
                    coverage not less than the lesser of (i) the maximum insurable
                    value of the
                    improvements securing such Mortgage Loans, and (ii) the greater
                    of (a) either
                    (1) the outstanding principal balance of the Mortgage Loan with
                    respect to each
                    Mortgage Loan which is indicated by the Company to be a First
                    Lien (as reflected
                    on the Mortgage Loan Schedule) or (2) with respect to each Second
                    Lien Mortgage
                    Loan, the sum of the outstanding principal balance of the first
                    lien on such
                    Mortgage Loan and the outstanding principal balance of such Second
                    Lien Mortgage
                    Loan, and (b) an amount such that the proceeds thereof shall
                    be sufficient to
                    prevent the Mortgagor and/or the mortgagee from becoming a co-insurer,
                    but in no
                    event greater than the maximum amount permitted under applicable
                    law. All such
                    standard hazard policies are in full force and effect and on
                    the date of
                    origination contained a standard mortgagee clause naming the
                    Company and its
                    successors in interest and assigns as loss payee and such clause
                    is still in
                    effect and all premiums due thereon have been paid. If required
                    by the Flood
                    Disaster Protection Act of 1973, as amended, the Mortgage Loan
                    is covered by a
                    flood insurance policy meeting the requirements of the current
                    guidelines of the
                    Federal Insurance Administration which policy conforms to Fannie
                    Mae and Freddie
                    Mac requirements, in an amount not less than the amount required
                    by the Flood
                    Disaster Protection Act of 1973, as amended. Such policy was
                    issued by an
                    insurer acceptable under Fannie Mae or Freddie Mac guidelines.
                    The Mortgage
                    obligates the Mortgagor thereunder to maintain all such insurance
                    at the
                    Mortgagor’s cost and expense, and upon the Mortgagor’s failure to do so,
                    authorizes the holder of the Mortgage to maintain such insurance
                    at the
                    Mortgagor’s cost and expense and to seek reimbursement therefor from the
                    Mortgagor;

                   

                  (h)  Each
                    Mortgage Loan and, if any, the related prepayment penalty complied
                    in all
                    material respects with any and all requirements of any federal,
                    state or local
                    law including, without limitation, usury, truth in lending, real
                    estate
                    settlement procedures, consumer credit protection, equal credit
                    opportunity,
                    fair housing, disclosure, or predatory, fair and abusive lending
                    laws applicable
                    to the origination and servicing of loans of a type similar to
                    the Mortgage
                    Loans and the consummation of the transactions contemplated hereby
                    will not
                    involve the violation of any such laws;

                   

                  (i)  The
                    Mortgage has not been satisfied, canceled or subordinated (other
                    than the
                    subordination of any Second Lien Mortgage Loan to the related
                    First Lien), in
                    whole or in part, or rescinded, and the Mortgaged Property has
                    not been released
                    from the lien of the Mortgage, in whole or in part nor has any
                    instrument been
                    executed that would effect any such release, cancellation, subordination
                    or
                    rescission. The Company has not waived the performance by the
                    Mortgagor of any
                    action, if the Mortgagor’s failure to perform such action would cause the
                    Mortgage Loan to be in default, nor has the Company waived any
                    default resulting
                    from any action or inaction by the Mortgagor;

                   

                  (j)  The
                    related Mortgage is a valid, subsisting, enforceable and perfected
                    (A) first
                    lien and first priority security interest with respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a First Lien (as reflected
                    on the
                    Mortgage Loan Schedule), or (B) second lien and second priority
                    security
                    interest with respect to each Mortgage Loan which is indicated
                    by the Company to
                    be a Second Lien Mortgage Loan (as reflected on the Mortgage
                    Loan Schedule), in
                    either case, on the Mortgaged Property including all buildings
                    on the Mortgaged
                    Property and all installations and mechanical, electrical, plumbing,
                    heating and
                    air conditioning systems affixed to such buildings, and all additions,
                    alterations and replacements made at any time with respect to
                    the foregoing
                    securing the Mortgage Note’s original principal balance. The Mortgage and the
                    Mortgage Note do not contain any evidence of any security interest
                    or other
                    interest or right thereto. Such lien is free and clear of all
                    adverse claims,
                    liens and encumbrances having priority over the first lien of
                    the Mortgage
                    subject only to (1) the lien of non-delinquent current real property
                    taxes and
                    assessments not yet due and payable, (2) covenants, conditions
                    and restrictions,
                    rights of way, easements and other matters of the public record
                    as of the date
                    of recording which are acceptable to mortgage lending institutions
                    generally and
                    either (A) which are referred to or otherwise considered in the
                    appraisal made
                    for the originator of the Mortgage Loan, or (B) which do not
                    adversely affect
                    the appraised value of the Mortgaged Property as set forth in
                    such appraisal,
                    (3) other matters to which like properties are commonly subject
                    which do not
                    materially interfere with the benefits of the security intended
                    to be provided
                    by the Mortgage or the use, enjoyment, value or marketability
                    of the related
                    Mortgaged Property and (4) with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien Mortgage Loan (as reflected
                    on the Mortgage
                    Loan Schedule) a First Lien on the Mortgaged Property. Any security
                    agreement,
                    chattel mortgage or equivalent document related to and delivered
                    in connection
                    with the Mortgage Loan establishes and creates a valid, subsisting,
                    enforceable
                    and perfected (A) first lien and first priority security interest
                    with respect
                    to each Mortgage Loan which is indicated by the Company to be
                    a First Lien (as
                    reflected on the Mortgage Loan Schedule), or (B) second lien
                    and second priority
                    security interest with respect to each Mortgage Loan which is
                    indicated by the
                    Company to be a Second Lien Mortgage Loan (as reflected on the
                    Mortgage Loan
                    Schedule), in either case, on the property described therein,
                    and the Company
                    has the full right to sell and assign the same to the Purchaser;

                   

                  (k)  The
                    Mortgage Note and the related Mortgage are original and genuine
                    and each is the
                    legal, valid and binding obligation of the maker thereof, enforceable
                    in all
                    respects in accordance with its terms subject to bankruptcy,
                    insolvency,
                    moratorium, reorganization and other laws of general application
                    affecting the
                    rights of creditors and by general equitable principles and the
                    Company has
                    taken all action necessary to transfer such rights of enforceability
                    to the
                    Purchaser. All parties to the Mortgage Note and the Mortgage
                    had the legal
                    capacity to enter into the Mortgage Loan and to execute and deliver
                    the Mortgage
                    Note and the Mortgage. The Mortgage Note and the Mortgage have
                    been duly and
                    properly executed by such parties. No fraud, error, omission,
                    misrepresentation,
                    negligence or similar occurrence with respect to a Mortgage Loan
                    has taken place
                    on the part of the Company or the Mortgagor, or, on the part
                    of any other party
                    involved in the origination or servicing of the Mortgage Loan.
                    The proceeds of
                    the Mortgage Loan have been fully disbursed and there is no requirement
                    for
                    future advances thereunder, and any and all requirements as to
                    completion of any
                    on-site or off-site improvements and as to disbursements of any
                    escrow funds
                    therefor have been complied with. All costs, fees and expenses
                    incurred in
                    making or closing the Mortgage Loan and the recording of the
                    Mortgage were paid
                    or are in the process of being paid, and the Mortgagor is not
                    entitled to any
                    refund of any amounts paid or due under the Mortgage Note or
                    Mortgage;

                   

                  (l)  The
                    Company is the sole owner of record and holder of the Mortgage
                    Loan and the
                    indebtedness evidenced by the Mortgage Note, and upon recordation
                    the Purchaser
                    or its designee will be the owner of record of the Mortgage and
                    the indebtedness
                    evidenced by the Mortgage Note, and upon the sale of the Mortgage
                    Loan to the
                    Purchaser, the Company will retain the Servicing File in trust
                    for the Purchaser
                    only for the purpose of interim servicing and supervising the
                    interim servicing
                    of the Mortgage Loan. Immediately prior to the transfer and assignment
                    to the
                    Purchaser on the related Closing Date, the Mortgage Loan, including
                    the Mortgage
                    Note and the Mortgage, were not subject to an assignment or pledge,
                    and the
                    Company had good and marketable title to and was the sole owner
                    thereof and had
                    full right to transfer and sell the Mortgage Loan to the Purchaser
                    free and
                    clear of any encumbrance, equity, lien, pledge, charge, claim
                    or security
                    interest and has the full right and authority subject to no interest
                    or
                    participation of, or agreement with, any other party, to sell
                    and assign the
                    Mortgage Loan pursuant to this Agreement and following the sale
                    of the Mortgage
                    Loan, the Purchaser will own such Mortgage Loan free and clear
                    of any
                    encumbrance, equity, participation interest, lien, pledge, charge,
                    claim or
                    security interest. The Company intends to relinquish all rights
                    to possess,
                    control and monitor the Mortgage Loan, except for the purposes
                    of interim
                    servicing the Mortgage Loan as set forth in this Agreement. Either
                    the Mortgagor
                    is a natural person or the Mortgagor is an inter-vivos trust
                    acceptable to
                    Fannie Mae. With respect to each inter-vivos trust, 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;

                   

                  (m)  Each
                    Mortgage Loan is covered by an ALTA lender’s title insurance policy issued by a
                    title insurer acceptable to Fannie Mae or Freddie Mac and qualified
                    to do
                    business in the jurisdiction where the Mortgaged Property is
                    located, insuring
                    (subject to the exceptions contained in (j)(1), (2) and (3) above
                    and, with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a Second
                    Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule)
                    clause (4)) the
                    Company, its successors and assigns, as to the first (or, where
                    applicable,
                    second) priority lien of the Mortgage in the original principal
                    amount of the
                    Mortgage Loan and, with respect to each Adjustable Rate Mortgage
                    Loan, against
                    any loss by reason of the invalidity or unenforceability of the
                    lien resulting
                    from the provisions of the Mortgage providing for adjustment
                    in the Mortgage
                    Interest Rate and Monthly Payment. Additionally, such policy
                    affirmatively
                    insures ingress and egress to and from the Mortgaged Property.
                    Where required by
                    applicable state law or regulation, the Mortgagor has been given
                    the opportunity
                    to choose the carrier of the required mortgage title insurance.
                    The Company, its
                    successors and assigns, are the sole insureds of such lender’s title insurance
                    policy, such title insurance policy has been duly and validly
                    endorsed to the
                    Purchaser or the assignment to the Purchaser of the Company’s interest therein
                    does not require the consent of or notification to the insurer
                    and such lender’s
                    title insurance policy is in full force and effect and will be
                    in full force and
                    effect upon the consummation of the transactions contemplated
                    by this Agreement
                    and the related Confirmation. No claims have been made under
                    such lender’s title
                    insurance policy, and no prior holder of the related Mortgage,
                    including the
                    Company, has done, by act or omission, anything which would impair
                    the coverage
                    of such lender’s title insurance policy;

                   

                  (n)  There
                    is
                    no default, breach, violation or event of acceleration existing
                    under the
                    Mortgage or the related Mortgage Note and no event which, with
                    the passage of
                    time or with notice and the expiration of any grace or cure period,
                    would
                    constitute a default, breach, violation or event permitting acceleration;
                    and
                    neither the Company nor any prior mortgagee has waived any default,
                    breach,
                    violation or event permitting acceleration. With respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a Second Lien Mortgage
                    Loan (as
                    reflected on the Mortgage Loan Schedule) (i) the First Lien is
                    in full force and
                    effect, (ii) there is no default, breach, violation or event
                    of acceleration
                    existing under such First Lien mortgage or the related mortgage
                    note, (iii)
                    either no consent for the Mortgage Loan is required by the holder
                    of the First
                    Lien or such consent has been obtained and is contained in the
                    Mortgage File,
                    (iv) to the best of Company’s knowledge, no event has occurred which, with the
                    passage of time or with notice and the expiration of any grace
                    or cure period,
                    would constitute a default, breach, violation or event of acceleration
                    thereunder, and either (A) the First Lien mortgage contains a
                    provision which
                    allows or (B) applicable law requires, the mortgagee under the
                    Second Lien
                    Mortgage Loan to receive notice of, and affords such mortgagee
                    an opportunity to
                    cure any default by payment in full or otherwise under the First
                    Lien mortgage,
                    and (v) such Second Lien Mortgage Loan is secured by a one- to
                    four-family
                    residence that is the principal residence of the Mortgagor;

                   

                  (o)  There
                    are
                    no mechanics’ or similar liens or claims which have been filed for work, labor
                    or material (and no rights are outstanding that under law could
                    give rise to
                    such liens) affecting the related Mortgaged Property which are
                    or may be liens
                    prior to or equal to the lien of the related Mortgage;

                   

                  (p)  All
                    improvements subject to the Mortgage which were considered in
                    determining the
                    Appraised Value of the Mortgaged Property lie wholly within the
                    boundaries and
                    building restriction lines of the Mortgaged Property (and wholly
                    within the
                    project with respect to a condominium unit) and no improvements
                    on adjoining
                    properties encroach upon the Mortgaged Property except those
                    which are insured
                    against by the title insurance policy referred to in clause (m)
                    above and all
                    improvements on the property comply with all applicable zoning
                    and subdivision
                    laws and ordinances;

                   

                  (q)  The
                    Mortgage Loan was originated by or for the Company. The Mortgage
                    Loan complies
                    with all the terms, conditions and requirements of the Company’s Underwriting
                    Standards in effect at the time of origination of such Mortgage
                    Loan. The
                    Mortgage Notes and Mortgages (exclusive of any riders) are on
                    forms generally
                    acceptable to Fannie Mae or Freddie Mac. The Company is currently
                    selling loans
                    to Fannie Mae and/or Freddie Mac which are the same document
                    forms as the
                    Mortgage Notes and Mortgages (inclusive of any riders). The Mortgage
                    Loan bears
                    interest at the Mortgage Interest Rate set forth in the related
                    Mortgage Loan
                    Schedule, and Monthly Payments under the Mortgage Note are due
                    and payable on
                    the first day of each month. The Mortgage contains the usual
                    and enforceable
                    provisions of the originator at the time of origination for the
                    acceleration of
                    the payment of the unpaid principal amount of the Mortgage Loan
                    if the related
                    Mortgaged Property is sold without the prior consent of the mortgagee
                    thereunder;

                   

                  (r)  To
                    the
                    best of Company’s knowledge, the Mortgaged Property is not subject to any
                    material damage by waste, fire, earthquake, windstorm, flood
                    or other casualty,
                    and is in good repair. At origination of the Mortgage Loan there
                    was, and there
                    currently is, no proceeding pending for the total or partial
                    condemnation of the
                    Mortgaged Property. There have not been any condemnation proceedings
                    with
                    respect to the Mortgaged Property and there are no such proceedings
                    scheduled to
                    commence at a future date;

                   

                  (s)  The
                    related Mortgage contains customary and enforceable provisions
                    such as to render
                    the rights and remedies of the holder thereof adequate for the
                    realization
                    against the Mortgaged Property of the benefits of the security
                    provided thereby.
                    There is no homestead or other exemption available to the Mortgagor
                    which would
                    interfere with the right to sell the Mortgaged Property at a
                    trustee’s sale or
                    the right to foreclose the Mortgage;

                   

                  (t)  If
                    the
                    Mortgage constitutes a deed of trust, a trustee, authorized and
                    duly qualified
                    if required under applicable law to act as such, has been properly
                    designated
                    and currently so serves and is named in the Mortgage, and no
                    fees or expenses
                    are or will become payable by the Purchaser to the trustee under
                    the deed of
                    trust, except in connection with a trustee’s sale or attempted sale after
                    default by the Mortgagor;

                   

                  (u)  The
                    Mortgage File contains an appraisal of the related Mortgaged
                    Property which, (a)
                    with respect to First Lien Mortgage Loans, was on appraisal form
                    1004 or form
                    2055 with an interior inspection, or (b) with respect to Second
                    Lien Mortgage
                    Loans, was on appraisal form 704, 2065 or 2055 with an exterior
                    only inspection,
                    and (c) with respect to (a) or (b) above, was signed prior to
                    the final approval
                    of the mortgage loan application by a Qualified Appraiser, who
                    had no interest,
                    direct or indirect, in the Mortgaged Property or in any loan
                    made on the
                    security thereof, and whose compensation is not affected by the
                    approval or
                    disapproval of the Mortgage Loan, and the appraisal and appraiser
                    both satisfy
                    the requirements of Fannie Mae or Freddie Mac and Title XI of
                    FIRREA and the
                    regulations promulgated thereunder, all as in effect on the date
                    the Mortgage
                    Loan was originated. The appraisal is in a form acceptable to
                    Fannie Mae or
                    Freddie Mac;

                   

                  (v)  All
                    parties which have had any interest in the Mortgage, whether
                    as mortgagee,
                    assignee, pledgee or otherwise, are (or, during the period in
                    which they held
                    and disposed of such interest, were) (A) in compliance with any
                    and all
                    applicable licensing requirements of the laws of the state wherein
                    the Mortgaged
                    Property is located, and (B) (1) organized under the laws of
                    such state, or (2)
                    qualified to do business in such state, or (3) federal savings
                    and loan
                    associations or national banks or a Federal Home Loan Bank or
                    savings bank
                    having principal offices in such state, or (4) not doing business
                    in such
                    state;

                   

                  (w)  The
                    related Mortgage Note is not and has not been secured by any
                    collateral except
                    the lien of the corresponding Mortgage and the security interest
                    of any
                    applicable security agreement or chattel mortgage referred to
                    in (j) above and
                    such collateral does not serve as security for any other
                    obligation;

                   

                  (x)  The
                    Mortgagor has received all disclosure materials required by applicable
                    law with
                    respect to the making of such mortgage loans;

                   

                  (y)  The
                    Mortgage Loan does not contain “graduated payment” features and does not have a
                    shared appreciation or other contingent interest feature; no
                    Mortgage Loan
                    contains any buydown provisions;

                   

                  (z)  The
                    Mortgagor is not in bankruptcy and the Mortgagor is not insolvent
                    and the
                    Company has no knowledge of any circumstances or condition with
                    respect to the
                    Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
                    standing that could reasonably be expected to cause investors
                    to regard the
                    Mortgage Loan as an unacceptable investment, cause the Mortgage
                    Loan to become
                    delinquent, or materially adversely affect the value or marketability
                    of the
                    Mortgage Loan;

                   

                  (aa)  Principal
                    payments on the Mortgage Loan commenced no more than sixty (60)
                    days after the
                    funds were disbursed in connection with the Mortgage Loan. The
                    Mortgage Loans
                    have an original term to maturity of not more than 30 years,
                    with interest
                    payable in arrears on the first day of each month. Each Mortgage
                    Note requires a
                    monthly payment which is sufficient to fully amortize the original
                    principal
                    balance over the original term thereof (other than during the
                    interest-only
                    period with respect to a Mortgage Loan identified on the related
                    Mortgage Loan
                    Schedule as an interest-only Mortgage Loan) and to pay interest
                    at the related
                    Mortgage Interest Rate. With respect to each Mortgage Loan identified
                    on the
                    Mortgage Loan Schedule as an interest-only Mortgage Loan, the
                    interest-only
                    period does not exceed ten (10) years (or such lesser period
                    specified on the
                    Mortgage Loan Schedule) and following the expiration of such
                    interest-only
                    period, the remaining Monthly Payments shall be sufficient to
                    fully amortize the
                    original principal balance over the remaining term of the Mortgage
                    Loan. No
                    Mortgage Loan contains terms or provisions which would result
                    in negative
                    amortization. No Mortgage Loan provides for the capitalization
                    or forbearance of
                    interest;

                   

                  (bb)  No
                    Mortgage Loan is subject to a lender-paid mortgage insurance
                    policy;


                   

                  (cc)  As
                    to any
                    Mortgage Loan which is not a MERS Mortgage Loan, the Assignment
                    of Mortgage is
                    in recordable form and is acceptable for recording under the
                    laws of the
                    jurisdiction in which the Mortgaged Property is located;

                   

                  (dd)  The
                    Mortgaged Property is located in the state identified in the
                    related Mortgage
                    Loan Schedule and consists of a single parcel of real property
                    with a detached
                    single family residence erected thereon, or a townhouse, or a
                    two-to four-family
                    dwelling, or an individual condominium unit in a condominium
                    project, or an
                    individual unit in a planned unit development or a de minimis
                    planned unit
                    development, provided, however, that no residence or dwelling
                    is a single parcel
                    of real property with a cooperative housing corporation erected
                    thereon, or a
                    mobile home. As of the date of origination, no portion of the
                    Mortgaged Property
                    was used for commercial purposes, and since the date or origination
                    no portion
                    of the Mortgaged Property has been used for commercial purposes;

                   

                  (ee)  Except
                    as
                    set forth on the related Mortgage Loan Schedule, none of the
                    Mortgage Loans are
                    subject to a Prepayment Penalty. For any Mortgage Loan originated
                    prior to
                    October 1, 2002 that is subject to a Prepayment Penalty, such
                    prepayment penalty
                    does not extend beyond five years after the date of origination.
                    For any
                    Mortgage Loan originated on or following October 1, 2002 that
                    is subject to a
                    Prepayment Penalty, such prepayment penalty does not extend beyond
                    three years
                    after the date of origination. Any such prepayment penalty is
                    permissible and
                    enforceable in accordance with its terms upon the Mortgagor’s full and voluntary
                    principal prepayment under applicable law. With respect to any
                    Mortgage Loan
                    that contains a provision permitting imposition of a penalty
                    upon a prepayment
                    prior to maturity: (i) the Mortgage Loan provides some benefit
                    to the Mortgagor
                    (e.g., a rate or fee reduction) in exchange for accepting such
                    a prepayment
                    penalty; (ii) the Mortgage Loan’s originator had a written policy of offering
                    the Mortgagor, or requiring third-party brokers to offer the
                    Mortgagor, the
                    option of obtaining a Mortgage Loan that did not require payment
                    of such a
                    prepayment penalty and the Mortgagor was offered such a product
                    by the Mortgage
                    Loan’s originator; (iii) the prepayment penalty was adequately disclosed
                    to the
                    Mortgagor in the loan documents pursuant to applicable state
                    and federal law;
                    and (iv) such prepayment penalty shall not be imposed in any
                    instance where the
                    Mortgage Loan is accelerated or paid off in connection with the
                    workout of a
                    delinquent mortgage or due to the Mortgagor’s default, notwithstanding that the
                    terms of the Mortgage Loan or state or federal law might permit
                    the imposition
                    of such a prepayment penalty;

                   

                  (ff)  The
                    Mortgaged Property is lawfully occupied under applicable law,
                    and 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;

                   

                  (gg)  If
                    the
                    Mortgaged Property is a condominium unit or a planned unit development
                    (other
                    than a de minimis planned unit development), such condominium
                    or planned unit
                    development project meets the eligibility requirements of Fannie
                    Mae and Freddie
                    Mac;

                   

                  (hh)  
                    There is
                    no pending action or proceeding directly involving the Mortgaged
                    Property in
                    which compliance with any environmental law, rule or regulation
                    is an issue;
                    there is no violation of any environmental law, rule or regulation
                    with respect
                    to the Mortgaged Property; and nothing further remains to be
                    done to satisfy in
                    full all requirements of each such law, rule or regulation constituting
                    a
                    prerequisite to use and enjoyment of said property;

                   

                  (ii)  The
                    Mortgagor has not notified the Company requesting relief under
                    the Soldiers’ and
                    Sailors’ Civil Relief Act of 1940 or the Servicemembers Civil Relief Act,
                    and
                    the Company has no knowledge of any relief requested or allowed
                    to the Mortgagor
                    under the Soldiers’ and Sailors’ Civil Relief Act of 1940 or the Servicemembers
                    Civil Relief Act or any similar state laws;

                   

                  (jj)  As
                    of the
                    related Closing Date, no Mortgage Loan was in construction or
                    rehabilitation
                    status or has facilitated the trade-in or exchange of a Mortgaged
                    Property;

                   

                  (kk)  No
                    action
                    has been taken or failed to be taken on or prior to the related
                    Closing Date
                    which has resulted or will result in an exclusion from, denial
                    of, or defense to
                    coverage under any insurance policy related to a Mortgage Loan
                    (including,
                    without limitation, any exclusions, denials or defenses which
                    would limit or
                    reduce the availability of the timely payment of the full amount
                    of the loss
                    otherwise due thereunder to the insured) whether arising out
                    of actions,
                    representations, errors, omissions, negligence, or fraud, or
                    for any other
                    reason under such coverage;

                   

                  (ll)  The
                    Mortgage Loan was originated by a savings and loan association,
                    a savings bank,
                    a commercial bank, a credit union, an insurance company, or similar
                    institution
                    which is supervised and examined by a federal or state authority,
                    or by a
                    mortgagee approved by the Secretary of HUD pursuant to Sections
                    203 and 211 of
                    the National Housing Act;

                   

                  (mm)  No
                    Mortgaged Property is subject to a ground lease;

                   

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

                   

                  (oo)  With
                    respect to any Mortgage Loan as to which an affidavit has been
                    delivered to the
                    Purchaser certifying that the original Mortgage Note has been
                    lost or destroyed
                    and not been replaced, if such Mortgage Loan is subsequently
                    in default, the
                    enforcement of such Mortgage Loan will not be materially adversely
                    affected by
                    the absence of the original Mortgage Note;

                   

                  (pp)  Each
                    Mortgage Loan constitutes a qualified mortgage under Section
                    860G(a)(3)(A) of
                    the Code and Treasury Regulations Section 1.860G-2(a)(1);

                   

                  (qq)  Except
                    as
                    provided in Section 2.06, the Mortgage Note, the Mortgage, the
                    Assignment of
                    Mortgage and the other Mortgage Loan Documents set forth in Exhibit
                    A-1 and
                    required to be delivered on the related Closing Date have been
                    delivered to the
                    Purchaser or its designee all in compliance with the specific
                    requirements of
                    this Agreement. With respect to each Mortgage Loan, the Company
                    is in possession
                    of a complete Mortgage File and Servicing File except for such
                    documents as have
                    been delivered to the Purchaser or its designee;

                   

                  (rr)  All
                    information supplied by, on behalf of, or concerning the Mortgagor
                    is true,
                    accurate and complete and does not contain any statement that
                    is inaccurate or
                    misleading in any material respect; 

                   

                  (ss)  
                    There
                    does not exist on the related Mortgaged Property any hazardous
                    substances,
                    hazardous wastes or solid wastes, as such terms are defined in
                    the Comprehensive
                    Environmental Response Compensation and Liability Act, the Resource
                    Conservation
                    and Recovery Act of 1976, or other federal, state or local environmental
                    legislation; 

                   

                  (tt)  No
                    Mortgage Loan had a Loan-to-Value Ratio at the time of origination
                    of more than
                    95% and no Mortgage Loan had a Combined Loan-to-Value Ratio at
                    the time of
                    origination of more than 100%;

                   

                  (uu)  No
                    Mortgage Loan is (a) subject to, covered by or in violation of
                    the Home
                    Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
                    cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
                    law, including any predatory or abusive lending laws (or a similarly
                    classified
                    loan using different terminology under a law imposing heightened
                    regulatory
                    scrutiny or additional legal liability for a residential mortgage
                    loan having
                    high interest rates, points and/or fees), (c) a High Cost Loan
                    or Covered Loan,
                    as applicable (as such terms are defined in the current version
                    of Standard
& Poor’s LEVELS® Glossary, Appendix E) or (d) in violation of any state law
                    or ordinance comparable to HOEPA. No Mortgage Loan (including
                    purchase money
                    loans or refinance transactions) has an “annual percentage rate” or “total
                    points and fees” payable by the Mortgagor (as each such term is defined under
                    HOEPA) that equal or exceed the applicable thresholds defined
                    under HOEPA
                    (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i)
                    and
                    (ii));

                   

                  (vv)  No
                    Mortgagor was required to purchase any credit life, disability,
                    accident,
                    unemployment, property or health insurance product or debt cancellation
                    agreement as a condition of obtaining the extension of credit.
                    No Mortgagor
                    obtained a prepaid single premium credit life, disability, unemployment,
                    property, mortgage, accident or health insurance policy in connection
                    with the
                    origination of the Mortgage Loan; No proceeds from any Mortgage
                    Loan were used
                    to purchase or finance single-premium insurance policies or debt
                    cancellation
                    agreements as part of the origination of or as a condition to
                    closing, such
                    Mortgage Loan;

                   

                  (ww)  Any
                    principal advances made to the Mortgagor prior to the related
                    Closing Date have
                    been consolidated with the outstanding principal amount secured
                    by the Mortgage,
                    and the secured principal amount, as consolidated, bears a single
                    interest rate
                    and single repayment term. The lien of the Mortgage securing
                    the consolidated
                    principal amount is expressly insured as having (A) first lien
                    priority with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule), or (B) second
                    lien priority
                    with respect to each Mortgage Loan which is indicated by the
                    Company to be a
                    Second Lien Mortgage Loan (as reflected on the Mortgage Loan
                    Data Transmission),
                    in either case, by a title insurance policy, an endorsement to
                    the policy
                    insuring the mortgagee’s consolidated interest or by other title evidence
                    acceptable to Fannie Mae and Freddie Mac. The consolidated principal
                    amount does
                    not exceed the original principal amount of the Mortgage Loan;

                   

                  (xx)  Interest
                    on each Mortgage Loan is calculated on the basis of a 360-day
                    year consisting of
                    twelve 30-day months;

                   

                  (yy)  No
                    Mortgage Loan is a Balloon Mortgage Loan. No Mortgage Loan is
                    a Convertible
                    Mortgage Loan;

                   

                  (zz)  With
                    respect to each MERS Mortgage Loan, a MIN has been assigned by
                    MERS and such MIN
                    is accurately provided on the related Mortgage Loan Schedule.
                    The related
                    assignment of Mortgage to MERS has been duly and properly recorded;

                   

                  (aaa)  With
                    respect to each MERS Mortgage Loan, the Company has not received
                    any notice of
                    liens or legal actions with respect to such Mortgage Loan and
                    no such notices
                    have been electronically posted by MERS;

                   

                  (bbb)  Reserved;

                   

                  (ccc)  With
                    respect to each Mortgage Loan, the Company has fully and accurately
                    furnished
                    complete information (e.g., favorable and unfavorable) on the
                    related borrower
                    credit files to Equifax, Experian and Trans Union Credit Information
                    Company
                    (three of the credit repositories), in accordance with the Fair
                    Credit Reporting
                    Act and its implementing regulations, on a monthly basis;

                   

                  (ddd)  The
                    Company has complied with all applicable anti-money laundering
                    laws and
                    regulations, including without limitation the USA Patriot Act
                    of 2001
                    (collectively, the “Anti-Money
                    Laundering Laws”);
                    the
                    Company has established an anti-money laundering compliance program
                    as required
                    by the Anti-Money Laundering Laws, has conducted the requisite
                    due diligence in
                    connection with the origination of each Mortgage Loan for purposes
                    of the
                    Anti-Money Laundering Laws, including with respect to the legitimacy
                    of the
                    applicable Mortgagor and the origin of the assets used by the
                    said Mortgagor to
                    purchase the property in question, and maintains, and will maintain,
                    sufficient
                    information to identify the applicable Mortgagor for purposes
                    of the Anti-Money
                    Laundering Laws. No Mortgage Loan is subject to nullification
                    pursuant to
                    Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
                    the Office of Foreign Assets Control of the United States Department
                    of the
                    Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
                    OFAC Regulations, and no Mortgagor is subject to the provisions
                    of such
                    Executive Order or the OFAC Regulations nor listed as a “blocked person” for
                    purposes of the OFAC Regulations;

                   

                  (eee)  With
                    respect to each Mortgage Loan which is a Second Lien Mortgage
                    Loan the related
                    first lien does not contain any term that could result in negative
                    amortization;

                   

                  (fff)  No
                    predatory or deceptive lending practices, including but not limited
                    to, the
                    extension of credit to the applicable Mortgagor without regard
                    for said
                    Mortgagor’s ability to repay the Mortgage Loan and the extension of credit
                    to
                    said Mortgagor which has no apparent benefit to said Mortgagor,
                    were employed by
                    the originator of the Mortgage Loan in connection with the origination
                    of the
                    Mortgage Loan. Each
                    Mortgage Loan is in compliance with the anti-predatory lending
                    eligibility for
                    purchase requirements of Fannie Mae’s Selling Guide;

                   

                  (ggg)  No
                    Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending
                    Act, as amended (the “Georgia Act”) or New York Banking Law 6-1. No Mortgage
                    Loan secured by owner occupied real property or an owner occupied
                    manufactured
                    home located in the State of Georgia was originated (or modified)
                    on or after
                    October 1, 2002 through and including March 6, 2003;

                   

                  (hhh)  No
                    Mortgagor was encouraged or required to select a Mortgage Loan
                    product offered
                    by the Mortgage Loan’s originator which is a higher cost product designed for
                    less creditworthy borrowers, taking into account such facts as,
                    without
                    limitation, the mortgage loan’s requirements and the Mortgagor’s credit history,
                    income, assets and liabilities. Any Mortgagor who sought financing
                    through the
                    Mortgage Loan originator’s higher priced sub-prime lending channel was directed
                    towards or offered the Mortgage Loan’s originator standard mortgage line if the
                    Borrower was able to qualify for one of the standard products.
                    If, at the time
                    of loan application, the Mortgagor may have qualified for a lower
                    cost credit
                    product then offered by any mortgage lending affiliate of the
                    Mortgage Loan’s
                    originator, the Mortgage Loan’s originator referred the Mortgagor’s application
                    to such affiliate for underwriting consideration;

                   

                  (iii)  The
                    methodology used in underwriting the extension of credit for
                    each Mortgage Loan
                    did not rely solely on the extent of the Mortgagor’s equity in the collateral as
                    the principal determining factor in approving such extension
                    of credit. The
                    methodology employed objective criteria such as the Mortgagor’s income, assets
                    and liabilities, to the proposed mortgage payment and, based
                    on such
                    methodology, the Mortgage Loan’s originator made a reasonable determination that
                    at the time of origination the Mortgagor had the ability to make
                    timely payments
                    on the Mortgage Loan; 

                   

                  (jjj)  Reserved;

                   

                  (kkk)  All
                    points, fees and charges (including finance charges) and whether
                    or not
                    financed, assessed, collected or to be collected in connection
                    with the
                    origination and servicing of each Mortgage Loan have been disclosed
                    in writing
                    to the Mortgagor in accordance with applicable state and federal
                    law and
                    regulation. No Mortgagor was charged “points and fees” (whether or not financed)
                    in an amount that exceeds the greater of (1) 5% of the principal
                    amount of such
                    Mortgage Loan (such 5% limitation is calculated in accordance
                    with Fannie Mae’s
                    requirements as set forth in the Fannie Mae Selling Guide) or
                    (2) $1,000. For
                    purposes of this representation, “points and fees” (x) include origination,
                    underwriting, broker and finder’s fees and charges that the lender imposed as a
                    condition of making the Mortgage Loan, whether they are paid
                    to the lender or a
                    third party; and (y) exclude bona fide discount points, fees
                    paid for actual
                    services rendered in connection with the origination of the Mortgage
                    (such as
                    attorneys’ fees, notaries fees and fees paid for property appraisals, credit
                    reports, surveys, title examinations and extracts, flood and
                    tax certifications,
                    and home inspections); the cost of mortgage insurance or credit-risk
                    price
                    adjustments; the costs of title, hazard, and flood insurance
                    policies; state and
                    local transfer taxes or fees; escrow deposits for the future
                    payment of taxes
                    and insurance premiums; and other miscellaneous fees and charges,
                    which
                    miscellaneous fees and charges, in total, do not exceed 0.25
                    percent of the loan
                    amount;

                   

                  (lll)  The
                    Company will transmit full-file credit reporting data for each
                    Mortgage Loan
                    pursuant to Fannie Mae Guide Announcement 95-19 and for each
                    Mortgage Loan,
                    Company agrees it shall report one of the following statuses
                    each month as
                    follows: new origination, current, delinquent (30-, 60-, 90-days,
                    etc.),
                    foreclosed, or charged-off; 

                   

                  (mmm)  Reserved;

                   

                  (nnn)  No
                    Mortgage Loan is a “High-Cost Home Loan” under the New Jersey Home Ownership
                    Security Act of 2002 (the “NJ Act”); and each Mortgage Loan subject to the NJ
                    Act is considered under the NJ Act as, either, a (1) purchase
                    money Home Loan,
                    (2) purchase money Covered Loan (with
                    respect to Mortgage Loans which were originated between November
                    26, 2003 and
                    July 7, 2004),
                    or (3)
                    a rate/term refinance Home Loan; 

                   

                  (ooo)  No
                    Mortgagor agreed to submit to arbitration to resolve any dispute
                    arising out of
                    or relating in any way to the Mortgage Loan transaction; 

                   

                  (ppp)  The
                    Mortgagor has not made or caused to be made any payment in the
                    nature of an
‘average’ or ‘yield spread premium’ to a mortgage broker or a like Person which
                    has not been fully disclosed to the Mortgagor;

                   

                  (qqq)  No
                    Mortgage Loan secured by a Mortgaged Property located in the
                    Commonwealth of
                    Massachusetts was made to pay off or refinance an existing loan
                    or other debt of
                    the related borrower (as the term "borrower" is defined in the
                    regulations
                    promulgated by the Massachusetts Secretary of State in connection
                    with the
                    Massachusetts General Laws Chapter 183, Section 28C) unless (a)
                    the related
                    Mortgage Interest Rate (that would be effective once the introductory
                    rate
                    expires, with respect to Adjustable Rate Mortgage Loans) did
                    or would not exceed
                    by more than 2.50% the yield on United States Treasury securities
                    having
                    comparable periods of maturity to the maturity of the related
                    Mortgage Loan as
                    of the fifteenth day of the month immediately preceding the month
                    in which the
                    application for the extension of credit was received by the related
                    lender or
                    (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the
                    Massachusetts General Laws Chapter 183, Section 28C or the regulations
                    promulgated in connection therewith) and the related Mortgage
                    Note provides that
                    the related Mortgage Interest Rate may not exceed at any time
                    the Prime rate
                    index as published in the Wall
                    Street Journal
                    plus a
                    margin of one percent;

                   

                  (rrr)  Reserved;
                    and

                   

                  (sss)  With
                    respect to each Mortgage Loan, the related residential dwelling
                    is not a
                    manufactured housing unit.

                   

                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                 

                

                  ASSIGNMENT
                    AND RECOGNITION AGREEMENT

                   

                  THIS
                    ASSIGNMENT AND RECOGNITION AGREEMENT, dated November 30, 2006,
                    (“Agreement”)
                    among
                    UBS Real Estate Securities Inc. (“Assignor”),
                    Mortgage Asset Securitization Transactions, Inc. (“Assignee”)
                    and
                    LIME Financial Services, Ltd. (the “Company”):

                   

                  For
                    and
                    in consideration of the sum of TEN DOLLARS ($10.00) and other
                    valuable
                    consideration the receipt and sufficiency of which hereby are
                    acknowledged, and
                    of the mutual covenants herein contained, the parties hereto
                    hereby agree as
                    follows:

                   

                   

                  I.
                    Assignment and Conveyance

                   

                  The
                    Assignor hereby conveys, sells, grants, transfers and assigns
                    to the Assignee
                    (x) all of the right, title and interest of the Assignor, as
                    purchaser, in, to
                    and under (a) those certain Mortgage Loans listed as being originated
                    by the
                    Company on the schedule (the “Mortgage
                    Loan Schedule”)
                    attached hereto as Exhibit A (the “Mortgage
                    Loans”)
                    and
                    (b) except as described below, that certain Master
                    Seller’s Purchase, Warranties and Interim Servicing Agreement dated
                    as of August
                    1, 2006,
                    as
                    amended (the “Purchase
                    Agreement”),
                    between the Assignor, as purchaser (the “Purchaser”),
                    and
                    the Company, as seller, solely insofar as the Purchase Agreement
                    relates to the
                    Mortgage Loans and (y) other than as provided below with respect
                    to the
                    enforcement of representations and warranties, none of the obligations
                    of the
                    Assignor under the Purchase Agreement.

                   

                  The
                    Assignor specifically reserves and does not assign to the Assignee
                    hereunder any
                    and all right, title and interest in, to and under and any obligations
                    of the
                    Assignor with respect to any mortgage loans subject to the Purchase
                    Agreement
                    which are not the mortgage loans set forth on the Mortgage Loan
                    Schedule and are
                    not the subject of this Agreement.

                   

                   

                  II.
                    Recognition of the Company

                   

                  From
                    and
                    after the date hereof, the Company shall and does hereby recognize
                    that the
                    Assignee will transfer the Mortgage Loans and assign its rights
                    under the
                    Purchase Agreement (solely to the extent set forth herein) and
                    this Agreement to
                    MASTR Asset-Backed Securities Trust 2006-HE4 (the “Trust”) created pursuant to a
                    Pooling and Servicing Agreement, dated as of November 1, 2006
                    (the “Pooling
                    Agreement”), among
                    the
                    Assignee, Wells Fargo Bank, N.A. as master servicer and trust
                    administrator
                    (including its successors in interest and any successor servicers
                    under the
                    Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Wells Fargo
                    Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq
                    Servicing as
                    servicers (the “Servicers”) and U.S. Bank National Association, as trustee
                    (including its successors in interest and any successor trustees
                    under the
                    Pooling Agreement, the “Trustee”).
                    The
                    Company hereby acknowledges and agrees that from and after the
                    date hereof (i)
                    the Trust will be the owner of the Mortgage Loans, (ii) the Trust
                    (including the Trustee, the Trust Administrator, the Master Servicer
                    and the
                    Servicer acting on the Trust’s behalf) shall have all the rights and remedies
                    available to the Assignor, insofar as they relate to the Mortgage
                    Loans, under
                    the Purchase Agreement, including, without limitation, the enforcement
                    of the
                    document delivery requirements and remedies with respect to breaches
                    of
                    representations and warranties set forth in the Purchase Agreement,
                    and shall be
                    entitled to enforce all of the obligations of the Company thereunder
                    insofar as
                    they relate to the Mortgage Loans, and (iii) all references to the
                    Purchaser (insofar as they relate to the rights, title and interest
                    and, with
                    respect to obligations of the Purchaser, only insofar as they
                    relate to the
                    enforcement of the representations, warranties and covenants
                    of the Company) or
                    the Custodian under the Purchase Agreement insofar as they relate
                    to the
                    Mortgage Loans, shall be deemed to refer to the Trust (including
                    the Trustee,
                    the Trust Administrator, the Master Servicer and the Servicer
                    acting on the
                    Trust’s behalf). Neither the Company nor the Assignor shall amend or
                    agree to
                    amend, modify, waiver, or otherwise alter any of the terms or
                    provisions of the
                    Purchase Agreement which amendment, modification, waiver or other
                    alteration
                    would in any way affect the Mortgage Loans or the Company’s performance under
                    the Purchase Agreement with respect to the Mortgage Loans without
                    the prior
                    written consent of the Trustee.

                   

                   

                  III.
                    Representations and Warranties of the Company

                   

                  1. The
                    Company warrants and represents to the Assignor, the Assignee
                    and the Trust as
                    of the date hereof that:

                   

                  (a)  Attached
                    hereto as Exhibit
                    B
                    is a
                    true and accurate copy of the representations and warranties
                    set forth in
                    Sections 3.01 and 3.02 of the Purchase Agreement, which Purchase
                    Agreement is in
                    full force and effect as of the date hereof and the provisions
                    of which have not
                    been waived, amended or modified in any respect, nor has any
                    notice of
                    termination been given thereunder;

                   

                  (b)  The
                    Company is duly organized, validly existing and in good standing
                    under the laws
                    of the jurisdiction of its incorporation;

                   

                  (c)  The
                    Company has full power and authority to execute, deliver and
                    perform its
                    obligations under this Agreement and has full power and authority
                    to perform its
                    obligations under the Purchase Agreement. The execution by the
                    Company of this
                    Agreement is in the ordinary course of the Company’s business and will not
                    conflict with, or result in a breach of, any of the terms, conditions
                    or
                    provisions of the Company’s charter or bylaws or any legal restriction, or any
                    material agreement or instrument to which the Company is now
                    a party or by which
                    it is bound, or result in the violation of any law, rule, regulation,
                    order,
                    judgment or decree to which the Company or its property is subject.
                    The
                    execution, delivery and performance by the Company of this Agreement
                    have been
                    duly authorized by all necessary corporate action on part of
                    the Company. This
                    Agreement has been duly executed and delivered by the Company,
                    and, upon the due
                    authorization, execution and delivery by the Assignor and the
                    Assignee, will
                    constitute the valid and legally binding obligation of the Company,
                    enforceable
                    against the Company in accordance with its terms except as enforceability
                    may be
                    limited by bankruptcy, reorganization, insolvency, moratorium
                    or other similar
                    laws now or hereafter in effect relating to creditors’ rights generally, and by
                    general principles of equity regardless of whether enforceability
                    is considered
                    in a proceeding in equity or at law; 

                   

                  (d)  No
                    consent, approval, order or authorization of, or declaration,
                    filing or
                    registration with, any governmental entity is required to be
                    obtained or made by
                    the Company in connection with the execution, delivery or performance
                    by the
                    Company of this Agreement; and

                   

                  (e)  There
                    is
                    no action, suit, proceeding or investigation pending or threatened
                    against the
                    Company, before any court, administrative agency or other tribunal,
                    which would
                    draw into question the validity of this Agreement or the Purchase
                    Agreement, or
                    which, either in any one instance or in the aggregate, would
                    result in any
                    material adverse change in the ability of the Company to perform
                    its obligations
                    under this Agreement or the Purchase Agreement, and the Company
                    is
                    solvent.

                   

                  2. Pursuant
                    to Section 8.01(b)(iii) of the Purchase Agreement, the Company
                    hereby represents
                    and warrants, for the benefit of the Assignor, the Assignee and
                    the Trust, that
                    the representations and warranties set forth in Sections 3.01
                    and 3.02 of the
                    Purchase Agreement (set forth on Schedule 1 hereto), are true
                    and correct as of
                    the date hereof, as if such representations and warranties were
                    made on such
                    date.

                   

                  3. The
                    Assignor hereby makes the following representations and warranties
                    as of the
                    date hereof:

                   

                  (a)  Each
                    Mortgage Loan at the time it was made complied in all material
                    respects with
                    applicable local, state, and federal laws, including, but not
                    limited to, all
                    applicable predatory and abusive lending laws;

                   

                  (b)  None
                    of
                    the Mortgage Loans are High Cost as defined by any applicable
                    predatory and
                    abusive lending laws;

                   

                  (c)  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®
                    Glossary
                    which is now Version 5.7 Revised, Appendix E); and

                   

                  (d)  No
                    Mortgage Loan originated on or after October 1, 2002 through
                    March 6, 2003 is
                    governed by the Georgia Fair Lending Act.

                   

                  In
                    addition to the foregoing, within  60 days
                    of
                    the earlier of discovery by the Assignor or receipt of notice
                    by the Assignor of
                    (i) the breach of any representation or warranty of the Company
                    set forth in
                    Section 3.02 of the Purchase Agreement which materially and adversely
                    affects
                    the interests of the Certificateholders in any of the Mortgage
                    Loan and for
                    which the Company has failed to cure such breach in accordance
                    with the terms of
                    the Purchase Agreement and (ii)(a) the fact that the Company
                    is no longer an
                    operating company or (b) an Officers’ Certificate certifying to the fact that
                    the Company is financially unable to cure such breach pursuant
                    to the terms of
                    the Purchase Agreement, the Assignor shall take such action described
                    in Section
                    2.03 of the Pooling Agreement in respect of such Mortgage Loan.
                    Such obligation
                    of the Assignor shall continue until such time that the Rating
                    Agencies inform
                    the Assignee and the Assignor in writing that such obligation
                    is no longer
                    required in order for the Rating Agencies to maintain their then-current
                    ratings
                    on the Certificates.

                   

                   

                  IV.
                    Remedies for Breach of Representations and Warranties

                   

                  The
                    Company hereby acknowledges and agrees that the remedies available
                    to the
                    Assignor, the Assignee and the Trust (including the Trustee and
                    the Master
                    Servicer acting on the Trust’s behalf) in connection with any breach of the
                    representations and warranties made by the Company set forth
                    in Section 3 hereof
                    shall be as set forth in Subsection 3.03 of the Purchase Agreement
                    as if they
                    were set forth herein (including without limitation the repurchase
                    and indemnity
                    obligations set forth therein). It is understood by the parties
                    hereto that a
                    breach of the representations and warranties made in Sections
                    Sections 3.02 (h),
                    (n), (ee), (pp), (uu), (vv), (ccc), (ggg), (hhh), (iii), (jjj),
                    (ooo), (rrr) or
                    (sss) of the Purchase Agreement shall be deemed to materially
                    and adversely
                    affect the value of the related mortgage loan or the interests
                    of the Trust in
                    the related mortgage loans.

                   

                  The
                    Assignor hereby acknowledges and agrees that the remedies available
                    to the
                    Assignee and the Trust (including the Trustee and the Master
                    Servicer acting on
                    the Trust’s behalf) in connection with any breach of the representations
                    and
                    warranties made by the Assignor set forth in Section 3 hereof
                    shall be as set
                    forth in Section 2.03 of the Pooling and Servicing Agreement
                    as if they were set
                    forth herein (including without limitation the repurchase obligations
                    set forth
                    therein). The
                    Assignor hereby acknowledges and agrees that a breach of any
                    one of the
                    representations set forth in Section 5 above will be deemed to
                    materially
                    adversely affect the interests of the certificateholders and
                    shall require a
                    repurchase of the affected Mortgage Loan(s).

                   

                  Notwithstanding
                    the foregoing, the Assignor may, at its option, satisfy any obligation
                    of the
                    Company with respect to any breach of representation and warranty
                    made by the
                    Company regarding the Mortgage Loans.

                   

                   

                  V.
                    Miscellaneous

                   

                  This
                    Agreement shall be construed in accordance with the laws of the
                    State of New
                    York, without regard to conflicts of law principles, and the
                    obligations, rights
                    and remedies of the parties hereunder shall be determined in
                    accordance with
                    such laws. 

                   

                  No
                    term
                    or provision of this Agreement may be waived or modified unless
                    such waiver or
                    modification is in writing and signed by the party against whom
                    such waiver or
                    modification is sought to be enforced, with the prior written
                    consent of the
                    Trustee and the Trust Administrator. 

                   

                  This
                    Agreement shall inure to the benefit of (i) the successors and
                    assigns of the
                    parties hereto and (ii) the Trust (including the Trustee, the
                    Trust
                    Administrator and the Master Servicer acting on the Trust’s behalf). Any entity
                    into which Assignor, Assignee or Company may be merged or consolidated
                    shall,
                    without the requirement for any further writing, be deemed Assignor,
                    Assignee or
                    Company, respectively, hereunder. 

                   

                  Each
                    of
                    this Agreement and the Purchase Agreement shall survive the conveyance
                    of the
                    Mortgage Loans and the assignment of the Purchase Agreement (to
                    the extent
                    assigned hereunder) by Assignor to Assignee and by Assignee to
                    the Trust and
                    nothing contained herein shall supersede or amend the terms of
                    the Purchase
                    Agreement.

                   

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

                   

                  In
                    the
                    event that any provision of this Agreement conflicts with any
                    provision of the
                    Purchase Agreement with respect to the Mortgage Loans, the terms
                    of this
                    Agreement shall control. 

                   

                  Capitalized
                    terms used in this Agreement (including the exhibits hereto)
                    but not defined in
                    this Agreement shall have the meanings given to such terms in
                    the Purchase
                    Agreement.

                   

                   

                  [SIGNATURE
                    PAGE FOLLOWS]

                   

                  



                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  



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

                   

                  
                    	 	 	 	 	 	 	 	
                            UBS
                              REAL ESTATE SECURITIES INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            MORTGAGE
                              ASSET SECURITIZATION TRANSACTIONS, INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                  


                  


                  
                    	 	 	 	 	 	 	 	
                            LIME
                              FINANCIAL SERVICES, LTD.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                  


                  


                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  


                  



                  EXHIBIT
                    A

                  


                  Mortgage
                    Loan Schedule

                  


                  


                  Available
                    Upon Request

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
 

                  SCHEDULE
                    1

                  


                  Capitalized
                    terms used herein but not defined in this Schedule 1 shall have
                    the meanings
                    given to such terms in the Purchase Agreement:

                   

                  Section
                    3.01 Representations
                    and Warranties of the Company. 

                   

                  The
                    Company represents, warrants and covenants to the Purchaser that
                    as of each
                    Closing Date and as of each Servicing Transfer Date or as of
                    such date
                    specifically provided herein:

                   

                  (a)  The
                    Company is a corporation duly organized and validly existing
                    under the laws of
                    Oregon. The Company has all licenses necessary to carry out its
                    business as now
                    being conducted, and is licensed and qualified to transact business
                    in and is in
                    good standing under the laws of each state in which any Mortgaged
                    Property is
                    located or is otherwise exempt under applicable law from such
                    licensing or
                    qualification or is otherwise not required under applicable law
                    to effect such
                    licensing or qualification and no demand for such licensing or
                    qualification has
                    been made upon the Company by any such state, and in any event
                    the Company is in
                    compliance with the laws of any such state to the extent necessary
                    to ensure the
                    enforceability of each Mortgage Loan and the interim servicing
                    of the Mortgage
                    Loans in accordance with the terms of this Agreement. No licenses
                    or approvals
                    obtained by the Company have been suspended or revoked by any
                    court,
                    administrative agency, arbitrator or governmental body and no
                    proceedings are
                    pending which might result in such suspension or revocation;

                   

                  (b)  The
                    Company has the full power and authority and legal right to hold,
                    transfer and
                    convey each Mortgage Loan, to sell each Mortgage Loan and to
                    execute, deliver
                    and perform, and to enter into and consummate all transactions
                    contemplated by
                    this Agreement and the related Confirmation and to conduct its
                    business as
                    presently conducted; the Company has duly authorized the execution,
                    delivery and
                    performance of this Agreement and any agreements contemplated
                    hereby, has duly
                    executed and delivered this Agreement and the related Confirmation,
                    and any
                    agreements contemplated hereby, and this Agreement and the related
                    Confirmation
                    and each Assignment of Mortgage to the Purchaser and any agreements
                    contemplated
                    hereby, constitute the legal, valid and binding obligations of
                    the Company,
                    enforceable against it in accordance with their respective terms,
                    except as such
                    enforceability may be limited by bankruptcy, insolvency, moratorium,
                    reorganization and similar laws, and by equitable principles
                    affecting the
                    enforceability of the rights of creditors; and all requisite
                    corporate action
                    has been taken by the Company to make this Agreement, the related
                    Confirmation
                    and all agreements contemplated hereby valid and binding upon
                    the Company in
                    accordance with their terms;

                   

                  (c)  Neither
                    the execution and delivery of this Agreement, the related Confirmation,
                    the sale
                    of the Mortgage Loans to the Purchaser, the consummation of the
                    transactions
                    contemplated hereby, nor the fulfillment of or compliance with
                    the terms and
                    conditions of this Agreement and the related Confirmation will
                    conflict with any
                    of the terms, conditions or provisions of the Company’s charter or by-laws or
                    materially conflict with or result in a material breach of any
                    of the terms,
                    conditions or provisions of any legal restriction or any agreement
                    or instrument
                    to which the Company is now a party or by which it is bound,
                    or constitute a
                    default or result in an acceleration under any of the foregoing,
                    or result in
                    the material violation of any law, rule, regulation, order, judgment
                    or decree
                    to which the Company or its property is subject;

                   

                  (d)  There
                    is
                    no litigation, suit, proceeding or investigation pending or threatened,
                    or any
                    order or decree outstanding, which is reasonably likely to have
                    a material
                    adverse effect on the sale of the Mortgage Loans, the execution,
                    delivery,
                    performance or enforceability of this Agreement or the related
                    Confirmation, or
                    which is reasonably likely to have a material adverse effect
                    on the financial
                    condition of the Company;

                   

                  (e)  No
                    consent, approval, authorization or order of any court or governmental
                    agency or
                    body is required for the execution, delivery and performance
                    by the Company of
                    or compliance by the Company with this Agreement and the related
                    Confirmation,
                    except for consents, approvals, authorizations and orders which
                    have been
                    obtained;

                   

                  (f)  The
                    consummation of the transactions contemplated by this Agreement
                    and the related
                    Confirmation are in the ordinary course of business of the Company,
                    and the
                    transfer, assignment and conveyance of the Mortgage Notes and
                    the Mortgages by
                    the Company pursuant to this Agreement and the related Confirmation
                    are not
                    subject to bulk transfer or any similar statutory provisions
                    in effect in any
                    applicable jurisdiction;

                   

                  (g)  The
                    origination, servicing and collection practices with respect
                    to each Mortgage
                    Note and Mortgage have been legal and in accordance with applicable
                    laws and
                    regulations, and in all material respects in accordance with
                    Accepted Servicing
                    Practices. The Company further represents and warrants that:
                    with respect to
                    escrow deposits and payments that the Company is entitled to
                    collect, all such
                    payments are in the possession of, or under the control of, the
                    Company or its
                    delegate, and there exist no deficiencies in connection therewith
                    for which
                    customary arrangements for repayment thereof have not been made;
                    all escrow
                    payments have been collected and are being maintained in full
                    compliance with
                    applicable state and federal law and the provisions of the related
                    Mortgage Note
                    and Mortgage; as to any Mortgage Loan that is the subject of
                    an escrow, escrow
                    of funds is not prohibited by applicable law and has been established
                    in an
                    amount sufficient to pay for every escrowed item that remains
                    unpaid and has
                    been assessed but is not yet due and payable; no escrow deposits
                    or other
                    charges or payments due under the Mortgage Note have been capitalized
                    under any
                    Mortgage or the related Mortgage Note; all Mortgage Interest
                    Rate adjustments
                    have been made in strict compliance with state and federal law
                    and the terms of
                    the related Mortgage Note; and any interest required to be paid
                    pursuant to
                    state and local law has been properly paid and credited;

                   

                  (h)  The
                    Company has not used selection procedures that identified the
                    Mortgage Loans as
                    being less desirable or valuable than other comparable mortgage
                    loans in the
                    Company’s portfolio at the related Closing Date; 

                   

                  (i)  The
                    Company will treat the transfer of the Mortgage Loans to the
                    Purchaser as a sale
                    for reporting and accounting purposes and, to the extent appropriate,
                    for
                    federal income tax purposes. The Company shall maintain a complete
                    set of books
                    and records for each Mortgage Loan which shall be clearly marked
                    to reflect the
                    ownership of such Mortgage Loan by the Purchaser; 

                   

                  (j)  The
                    Company is an approved seller/servicer of residential mortgage
                    loans for HUD,
                    with such facilities, procedures and personnel necessary for
                    the sound servicing
                    of such mortgage loans. The Company is duly qualified, licensed,
                    registered and
                    otherwise authorized under all applicable federal, state and
                    local laws and
                    regulations; 

                   

                  (k)  The
                    Company does not believe, nor does it have any cause or reason
                    to believe, that
                    it cannot perform each and every covenant contained in this Agreement
                    and the
                    related Confirmation applicable to it. The Company is solvent
                    and the sale of
                    the Mortgage Loans will not cause the Company to become insolvent.
                    The sale of
                    the Mortgage Loans is not undertaken with the intent to hinder,
                    delay or defraud
                    any of the Company’s creditors;

                   

                  (l)  No
                    statement, tape, diskette, form, report or other document prepared
                    by, or on
                    behalf of, the Company pursuant to this Agreement, the related
                    Confirmation or
                    in connection with the transactions contemplated hereby, contains
                    or will
                    contain any statement that is or will be inaccurate or misleading
                    in any
                    material respect. The Company has prudently originated and underwritten
                    each
                    Mortgage Loan;

                   

                  (m)  The
                    consideration received by the Company upon the sale of the Mortgage
                    Loans
                    constitutes fair consideration and reasonably equivalent value
                    for such Mortgage
                    Loans;

                   

                  (n)  The
                    Company has delivered to the Initial Purchaser financial statements
                    as to its
                    last two complete fiscal years. All such financial statements
                    fairly present the
                    pertinent results of operations and changes in financial position
                    for each of
                    such periods and the financial position at the end of each such
                    period of the
                    Company and its subsidiaries and have been prepared in accordance
                    with GAAP
                    consistently applied throughout the periods involved, except
                    as set forth in the
                    notes thereto. There has been no change in the business, operations,
                    financial
                    condition, properties or assets of the Company since the date
                    of the Company’s
                    financial statements that would have a material adverse effect
                    on its ability to
                    perform its obligations under this Agreement or the related Confirmation;
                    

                   

                  (o)  The
                    Company has not dealt with any broker, investment banker, agent
                    or other person
                    that may be entitled to any commission or compensation in connection
                    with the
                    sale of the Mortgage Loans; and

                   

                  (p)  The
                    Company is a member of MERS in good standing, and will comply
                    in all material
                    respects with the rules and procedures of MERS in connection
                    with the servicing
                    of the MERS Mortgage Loans for as long as such Mortgage Loans
                    are registered
                    with MERS.

                   

                  Section
                    3.02 Representations
                    and Warranties as to Individual Mortgage Loans.

                   

                  The
                    Company hereby represents and warrants to the Purchaser, as to
                    each Mortgage
                    Loan, as of the related Closing Date and as of the related Servicing
                    Transfer
                    Date as follows:

                   

                  (a)  The
                    information set forth in the related Mortgage Loan Schedule,
                    including any
                    diskette or other related data tapes sent to the Initial Purchaser,
                    is complete,
                    true and correct in all material respects;

                   

                  (b)  The
                    Mortgage creates a (A) first lien and first priority security
                    interest with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule) or (B) second
                    lien and second
                    priority security interest with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien (as reflected on the Mortgage
                    Loan Schedule),
                    in either case, in the related Mortgaged Property securing the
                    related Mortgage
                    Note;

                   

                  (c)  All
                    payments due on or prior to the related Closing Date for such
                    Mortgage Loan have
                    been made as of the related Closing Date, the Mortgage Loan is
                    not delinquent in
                    payment more than 30 days and has not been dishonored; there
                    are no material
                    defaults under the terms of the Mortgage Loan; the Company has
                    not advanced
                    funds, or induced, solicited or knowingly received any advance
                    of funds from a
                    party other than the owner of the Mortgaged Property subject
                    to the Mortgage,
                    directly or indirectly, for the payment of any amount required
                    by the Mortgage
                    Loan; no payment with respect to each Mortgage Loan has been
                    delinquent during
                    the preceding twelve-month period;

                   

                  (d)  All
                    taxes, governmental assessments, insurance premiums, water, sewer
                    and municipal
                    charges, leasehold payments or ground rents which previously
                    became due and
                    owing have been paid, or escrow funds have been established in
                    an amount
                    sufficient to pay for every such escrowed item which remains
                    unpaid and which
                    has been assessed but is not yet due and payable;

                   

                  (e)  The
                    terms
                    of the Mortgage Note and the Mortgage have not been impaired,
                    waived, altered or
                    modified in any respect, except by written instruments which
                    have been recorded
                    to the extent any such recordation is required by law. No instrument
                    of waiver,
                    alteration or modification has been executed, and no Mortgagor
                    has been
                    released, in whole or in part, from the terms thereof except
                    in connection with
                    an assumption agreement and which assumption agreement is part
                    of the Mortgage
                    File and the terms of which are reflected in the related Mortgage
                    Loan Schedule;
                    the substance of any such waiver, alteration or modification
                    has been approved
                    by the issuer has been approved by the issuer of any related
                    title insurance
                    policy, to the extent required by the related policy.

                   

                  (f)  The
                    Mortgage Note and the Mortgage are not subject to any right of
                    rescission,
                    set-off, counterclaim or defense, including, without limitation,
                    the defense of
                    usury, nor will the operation of any of the terms of the Mortgage
                    Note or the
                    Mortgage, or the exercise of any right thereunder, render the
                    Mortgage Note or
                    Mortgage unenforceable, in whole or in part, or subject 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; and the Mortgagor was not a debtor
                    in any state
                    or federal bankruptcy or insolvency proceeding at the time the
                    Mortgage Loan was
                    originated;

                   

                  (g)  All
                    buildings or other customarily insured improvements upon the
                    Mortgaged Property
                    are insured by a Qualified Insurer, against loss by fire, windstorm,
                    hurricane
                    hail and other perils normally associated with extended coverage,
                    in an amount
                    representing coverage not less than the lesser of (i) the maximum
                    insurable
                    value of the improvements securing such Mortgage Loans, and (ii)
                    the greater of
                    (a) either (1) the outstanding principal balance of the Mortgage
                    Loan with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule) or (2) with
                    respect to each
                    Second Lien Mortgage Loan, the sum of the outstanding principal
                    balance of the
                    first lien on such Mortgage Loan and the outstanding principal
                    balance of such
                    Second Lien Mortgage Loan, and (b) an amount such that the proceeds
                    thereof
                    shall be sufficient to prevent the Mortgagor and/or the mortgagee
                    from becoming
                    a co-insurer, but in no event greater than the maximum amount
                    permitted under
                    applicable law. All such standard hazard policies are in full
                    force and effect
                    and on the date of origination contained a standard mortgagee
                    clause naming the
                    Company and its successors in interest and assigns as loss payee
                    and such clause
                    is still in effect and all premiums due thereon have been paid.
                    If required by
                    the Flood Disaster Protection Act of 1973, as amended, the Mortgage
                    Loan is
                    covered by a flood insurance policy meeting the requirements
                    of the current
                    guidelines of the Federal Insurance Administration, which policy
                    conforms
                    generally to standards of prudent lenders in the secondary mortgage
                    market in an
                    amount not less than the amount required by the Flood Disaster
                    Protection Act of
                    1973, as amended. Such policy was issued by a Qualified Insurer.
                    The Mortgage
                    obligates the Mortgagor thereunder to maintain all such insurance
                    at the
                    Mortgagor’s cost and expense, and upon the Mortgagor’s failure to do so,
                    authorizes the holder of the Mortgage to maintain such insurance
                    at the
                    Mortgagor’s cost and expense and to seek reimbursement therefor from the
                    Mortgagor;

                   

                  (h)  Each
                    Mortgage Loan and, if any, the related prepayment penalty complied
                    in all
                    material respects with any and all requirements of any federal,
                    state or local
                    law including, without limitation, usury, truth in lending, real
                    estate
                    settlement procedures, consumer credit protection, equal credit
                    opportunity,
                    fair housing, disclosure, or predatory, fair and abusive lending
                    laws applicable
                    to the origination and servicing of loans of a type similar to
                    the Mortgage
                    Loans and the consummation of the transactions contemplated hereby
                    will not
                    involve the violation of any such laws;

                   

                  (i)  The
                    Mortgage has not been satisfied, canceled or subordinated (other
                    than the
                    subordination of any Second Lien Mortgage Loan to the related
                    First Lien), in
                    whole or in part, or rescinded, and the Mortgaged Property has
                    not been released
                    from the lien of the Mortgage, in whole or in part nor has any
                    instrument been
                    executed that would effect any such release, cancellation, subordination
                    or
                    rescission. The Company has not waived the performance by the
                    Mortgagor of any
                    action, if the Mortgagor’s failure to perform such action would cause the
                    Mortgage Loan to be in default, nor has the Company waived any
                    default resulting
                    from any action or inaction by the Mortgagor;

                   

                  (j)  The
                    related Mortgage is a valid, subsisting, enforceable and perfected
                    (A) first
                    lien and first priority security interest with respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a First Lien (as reflected
                    on the
                    Mortgage Loan Schedule), or (B) second lien and second priority
                    security
                    interest with respect to each Mortgage Loan which is indicated
                    by the Company to
                    be a Second Lien Mortgage Loan (as reflected on the Mortgage
                    Loan Schedule), in
                    either case, on the Mortgaged Property including all buildings
                    on the Mortgaged
                    Property and all installations and mechanical, electrical, plumbing,
                    heating and
                    air conditioning systems affixed to such buildings, and all additions,
                    alterations and replacements made at any time with respect to
                    the foregoing
                    securing the Mortgage Note’s original principal balance. The Mortgage and the
                    Mortgage Note do not contain any evidence of any security interest
                    or other
                    interest or right thereto. Such lien is free and clear of all
                    adverse claims,
                    liens and encumbrances having priority over the first lien of
                    the Mortgage
                    subject only to (1) the lien of non-delinquent current real property
                    taxes and
                    assessments not yet due and payable, (2) covenants, conditions
                    and restrictions,
                    rights of way, easements and other matters of the public record
                    as of the date
                    of recording which are acceptable to mortgage lending institutions
                    generally and
                    either (A) which are referred to or otherwise considered in the
                    appraisal made
                    for the originator of the Mortgage Loan, or (B) which do not
                    adversely affect
                    the appraised value of the Mortgaged Property as set forth in
                    such appraisal,
                    (3) other matters to which like properties are commonly subject
                    which do not
                    materially interfere with the benefits of the security intended
                    to be provided
                    by the Mortgage or the use, enjoyment, value or marketability
                    of the related
                    Mortgaged Property and (4) with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien Mortgage Loan (as reflected
                    on the Mortgage
                    Loan Schedule) a First Lien on the Mortgaged Property. Any security
                    agreement,
                    chattel mortgage or equivalent document related to and delivered
                    in connection
                    with the Mortgage Loan establishes and creates a valid, subsisting,
                    enforceable
                    and perfected (A) first lien and first priority security interest
                    with respect
                    to each Mortgage Loan which is indicated by the Company to be
                    a First Lien (as
                    reflected on the Mortgage Loan Schedule), or (B) second lien
                    and second priority
                    security interest with respect to each Mortgage Loan which is
                    indicated by the
                    Company to be a Second Lien Mortgage Loan (as reflected on the
                    Mortgage Loan
                    Schedule), in either case, on the property described therein,
                    and the Company
                    has the full right to sell and assign the same to the Purchaser;

                   

                  (k)  The
                    Mortgage Note and the related Mortgage are original and genuine
                    and each is the
                    legal, valid and binding obligation of the maker thereof, enforceable
                    in all
                    respects in accordance with its terms subject to bankruptcy,
                    insolvency,
                    moratorium, reorganization and other laws of general application
                    affecting the
                    rights of creditors and by general equitable principles and the
                    Company has
                    taken all action necessary to transfer such rights of enforceability
                    to the
                    Purchaser. All parties to the Mortgage Note and the Mortgage
                    had the legal
                    capacity to enter into the Mortgage Loan and to execute and deliver
                    the Mortgage
                    Note and the Mortgage. The Mortgage Note and the Mortgage have
                    been duly and
                    properly executed by such parties. No fraud, error, omission,
                    misrepresentation,
                    negligence or similar occurrence with respect to a Mortgage Loan
                    has taken place
                    on the part of the Company or the Mortgagor, or, on the part
                    of any other party
                    involved in the origination or servicing of the Mortgage Loan.
                    The proceeds of
                    the Mortgage Loan have been fully disbursed and there is no requirement
                    for
                    future advances thereunder, and any and all requirements as to
                    completion of any
                    on-site or off-site improvements and as to disbursements of any
                    escrow funds
                    therefor have been complied with. All costs, fees and expenses
                    incurred in
                    making or closing the Mortgage Loan and the recording of the
                    Mortgage were paid
                    or are in the process of being paid, and the Mortgagor is not
                    entitled to any
                    refund of any amounts paid or due under the Mortgage Note or
                    Mortgage;

                   

                  (l)  The
                    Company is the sole owner of record and holder of the Mortgage
                    Loan and the
                    indebtedness evidenced by the Mortgage Note, and upon recordation
                    the Purchaser
                    or its designee will be the owner of record of the Mortgage and
                    the indebtedness
                    evidenced by the Mortgage Note, and upon the sale of the Mortgage
                    Loan to the
                    Purchaser, the Company will retain the Servicing File in trust
                    for the Purchaser
                    only for the purpose of interim servicing and supervising the
                    interim servicing
                    of the Mortgage Loan. Immediately prior to the transfer and assignment
                    to the
                    Purchaser on the related Closing Date, the Mortgage Loan, including
                    the Mortgage
                    Note and the Mortgage, were not subject to an assignment or pledge,
                    and the
                    Company had good and marketable title to and was the sole owner
                    thereof and had
                    full right to transfer and sell the Mortgage Loan to the Purchaser
                    free and
                    clear of any encumbrance, equity, lien, pledge, charge, claim
                    or security
                    interest and has the full right and authority subject to no interest
                    or
                    participation of, or agreement with, any other party, to sell
                    and assign the
                    Mortgage Loan pursuant to this Agreement and following the sale
                    of the Mortgage
                    Loan, the Purchaser will own such Mortgage Loan free and clear
                    of any
                    encumbrance, equity, participation interest, lien, pledge, charge,
                    claim or
                    security interest. The Company intends to relinquish all rights
                    to possess,
                    control and monitor the Mortgage Loan, except for the purposes
                    of interim
                    servicing the Mortgage Loan as set forth in this Agreement. The
                    Mortgagor is a
                    natural person;

                   

                  (m)  Each
                    Mortgage Loan is covered by an ALTA lender’s title insurance policy issued by a
                    title insurer that is a Qualified Insurer and qualified to do
                    business in the
                    jurisdiction where the Mortgaged Property is located, insuring
                    (subject to the
                    exceptions contained in (j)(1), (2) and (3) above and, with respect
                    to each
                    Mortgage Loan which is indicated by the Company to be a Second
                    Lien Mortgage
                    Loan (as reflected on the Mortgage Loan Schedule) clause (4))
                    the Company, its
                    successors and assigns, as to the first (or, where applicable,
                    second) priority
                    lien of the Mortgage in the original principal amount of the
                    Mortgage Loan and,
                    with respect to each Adjustable Rate Mortgage Loan, against any
                    loss by reason
                    of the invalidity or unenforceability of the lien resulting from
                    the provisions
                    of the Mortgage providing for adjustment in the Mortgage Interest
                    Rate and
                    Monthly Payment. Additionally, such policy affirmatively insures
                    ingress and
                    egress to and from the Mortgaged Property. Where required by
                    applicable state
                    law or regulation, the Mortgagor has been given the opportunity
                    to choose the
                    carrier of the required mortgage title insurance. The Company,
                    its successors
                    and assigns, are the sole insureds of such lender’s title insurance policy, such
                    title insurance policy has been duly and validly endorsed to
                    the Purchaser or
                    the assignment to the Purchaser of the Company’s interest therein does not
                    require the consent of or notification to the insurer and such
                    lender’s title
                    insurance policy is in full force and effect and will be in full
                    force and
                    effect upon the consummation of the transactions contemplated
                    by this Agreement
                    and the related Confirmation. No claims have been made under
                    such lender’s title
                    insurance policy, and no prior holder of the related Mortgage,
                    including the
                    Company, has done, by act or omission, anything which would impair
                    the coverage
                    of such lender’s title insurance policy;

                   

                  (n)  There
                    is
                    no default, breach, violation or event of acceleration existing
                    under the
                    Mortgage or the related Mortgage Note and no event which, with
                    the passage of
                    time or with notice and the expiration of any grace or cure period,
                    would
                    constitute a default, breach, violation or event permitting acceleration;
                    and
                    neither the Company nor any prior mortgagee has waived any default,
                    breach,
                    violation or event permitting acceleration. With respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a Second Lien Mortgage
                    Loan (as
                    reflected on the Mortgage Loan Schedule) (i) the First Lien is
                    in full force and
                    effect, (ii) there is no default, breach, violation or event
                    of acceleration
                    existing under such First Lien mortgage or the related mortgage
                    note, (iii)
                    either no consent for the Mortgage Loan is required by the holder
                    of the First
                    Lien or such consent has been obtained and is contained in the
                    Mortgage File,
                    (iv) to the best of Company’s knowledge, no event which, with the passage of
                    time or with notice and the expiration of any grace or cure period,
                    would
                    constitute a default, breach, violation or event of acceleration
                    thereunder, and
                    either (A) the First Lien mortgage contains a provision which
                    allows or (B)
                    applicable law requires, the mortgagee under the Second Lien
                    Mortgage Loan to
                    receive notice of, and affords such mortgagee an opportunity
                    to cure any default
                    by payment in full or otherwise under the First Lien mortgage,
                    and (v) such
                    Second Lien Mortgage Loan is secured by a one- to four-family
                    residence that is
                    the principal residence of the Mortgagor;

                   

                  (o)  There
                    are
                    no mechanics’ or similar liens or claims which have been filed for work, labor
                    or material (and no rights are outstanding that under law could
                    give rise to
                    such liens) affecting the related Mortgaged Property which are
                    or may be liens
                    prior to or equal to the lien of the related Mortgage;

                   

                  (p)  All
                    improvements subject to the Mortgage which were considered in
                    determining the
                    Appraised Value of the Mortgaged Property lie wholly within the
                    boundaries and
                    building restriction lines of the Mortgaged Property (and wholly
                    within the
                    project with respect to a condominium unit) and no improvements
                    on adjoining
                    properties encroach upon the Mortgaged Property except those
                    which are insured
                    against by the title insurance policy referred to in clause (m)
                    above and all
                    improvements on the property comply with all applicable zoning
                    and subdivision
                    laws and ordinances;

                   

                  (q)  The
                    Mortgage Loan was originated by or for the Company. The Mortgage
                    Loan complies
                    with all the terms, conditions and requirements of the Company’s Underwriting
                    Standards which allows for exceptions specifically disclosed
                    in the Mortgage
                    File in effect at the time of origination of such Mortgage Loan.
                    The Mortgage
                    Notes and Mortgages (exclusive of any riders) are on forms generally
                    acceptable
                    to Fannie Mae or Freddie Mac. The Mortgage Loan bears interest
                    at the Mortgage
                    Interest Rate set forth in the related Mortgage Loan Schedule,
                    and Monthly
                    Payments under the Mortgage Note are due and payable on the first
                    day of each
                    month. The Mortgage contains the usual and enforceable provisions
                    of the
                    originator at the time of origination for the acceleration of
                    the payment of the
                    unpaid principal amount of the Mortgage Loan if the related Mortgaged
                    Property
                    is sold without the prior consent of the mortgagee thereunder;

                   

                  (r)  The
                    Mortgaged Property is not subject to any material damage by waste,
                    fire,
                    earthquake, windstorm, flood or other casualty, and is in good
                    repair. At
                    origination of the Mortgage Loan there was, and there currently
                    is, no
                    proceeding pending for the total or partial condemnation of the
                    Mortgaged
                    Property. There have not been any condemnation proceedings with
                    respect to the
                    Mortgaged Property and there are no such proceedings scheduled
                    to commence at a
                    future date;

                   

                  (s)  The
                    related Mortgage contains customary and enforceable provisions
                    such as to render
                    the rights and remedies of the holder thereof adequate for the
                    realization
                    against the Mortgaged Property of the benefits of the security
                    provided thereby.
                    There is no homestead or other exemption available to the Mortgagor
                    which would
                    interfere with the right to sell the Mortgaged Property at a
                    trustee’s sale or
                    the right to foreclose the Mortgage;

                   

                  (t)  If
                    the
                    Mortgage constitutes a deed of trust, a trustee, authorized and
                    duly qualified
                    if required under applicable law to act as such, has been properly
                    designated
                    and currently so serves and is named in the Mortgage, and no
                    fees or expenses
                    are or will become payable by the Purchaser to the trustee under
                    the deed of
                    trust, except in connection with a trustee’s sale or attempted sale after
                    default by the Mortgagor;

                   

                  (u)  The
                    Mortgage File contains an appraisal of the related Mortgaged
                    Property which, (a)
                    with respect to First Lien Mortgage Loans, was on appraisal form
                    1004 or form
                    2055 with an interior inspection, or (b) with respect to Second
                    Lien Mortgage
                    Loans, was on appraisal form 704, 2065 or 2055 with an interior
                    or exterior only
                    inspection, and (c) with respect to (a) or (b) above, was signed
                    prior to the
                    final approval of the mortgage loan application by a Qualified
                    Appraiser, who
                    had no interest, direct or indirect, in the Mortgaged Property
                    or in any loan
                    made on the security thereof, and whose compensation is not affected
                    by the
                    approval or disapproval of the Mortgage Loan, and the appraisal
                    and appraiser
                    both satisfy the requirements of FIRREA and the regulations promulgated
                    thereunder, all as in effect on the date the Mortgage Loan was
                    originated;

                   

                  (v)  All
                    parties which have had any interest in the Mortgage, whether
                    as mortgagee,
                    assignee, pledgee or otherwise, are (or, during the period in
                    which they held
                    and disposed of such interest, were) (A) in compliance with any
                    and all
                    applicable licensing requirements of the laws of the state wherein
                    the Mortgaged
                    Property is located, and (B) (1) organized under the laws of
                    such state, or (2)
                    qualified to do business in such state, or (3) federal savings
                    and loan
                    associations or national banks or a Federal Home Loan Bank or
                    savings bank
                    having principal offices in such state, or (4) not doing business
                    in such
                    state;

                   

                  (w)  The
                    related Mortgage Note is not and has not been secured by any
                    collateral except
                    the lien of the corresponding Mortgage and the security interest
                    of any
                    applicable security agreement or chattel mortgage referred to
                    in (j) above and
                    such collateral does not serve as security for any other
                    obligation;

                   

                  (x)  The
                    Mortgagor has received all disclosure materials required by applicable
                    law with
                    respect to the making of such mortgage loans;

                   

                  (y)  The
                    Mortgage Loan does not contain “graduated payment” features and does not have a
                    shared appreciation or other contingent interest feature; no
                    Mortgage Loan
                    contains any buydown provisions;

                   

                  (z)  The
                    Mortgagor is not in bankruptcy and the Mortgagor is not insolvent
                    and the
                    Company has no knowledge of any circumstances or condition with
                    respect to the
                    Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
                    standing that could reasonably be expected to cause investors
                    to regard the
                    Mortgage Loan as an unacceptable investment, cause the Mortgage
                    Loan to become
                    delinquent, or materially adversely affect the value or marketability
                    of the
                    Mortgage Loan;

                   

                  (aa)  Except
                    for an interest-only Mortgage Loan, principal payments on the
                    Mortgage Loan
                    commenced no more than sixty (60) days after the funds were disbursed
                    in
                    connection with the Mortgage Loan. The Mortgage Loans have an
                    original term to
                    maturity of not more than 30 years, with interest payable in
                    arrears on the
                    first day of each month. Each Mortgage Note requires a monthly
                    payment which is
                    sufficient to fully amortize the original principal balance over
                    the original
                    term thereof (other than during the interest-only period with
                    respect to a
                    Mortgage Loan identified on the related Mortgage Loan Schedule
                    as an
                    interest-only Mortgage Loan) and to pay interest at the related
                    Mortgage
                    Interest Rate. With respect to each Mortgage Loan identified
                    on the Mortgage
                    Loan Schedule as an interest-only Mortgage Loan, the interest-only
                    period does
                    not exceed ten (10) years (or such lesser period specified on
                    the Mortgage Loan
                    Schedule) and following the expiration of such interest-only
                    period, the
                    remaining Monthly Payments shall be sufficient to fully amortize
                    the original
                    principal balance over the remaining term of the Mortgage Loan.
                    No Mortgage Loan
                    contains terms or provisions which would result in negative amortization.
                    No
                    Mortgage Loan provides for the capitalization or forbearance
                    of
                    interest;

                   

                  (bb)  No
                    Mortgage Loan is subject to a lender-paid mortgage insurance
                    policy;


                   

                  (cc)  As
                    to any
                    Mortgage Loan which is not a MERS Mortgage Loan, the Assignment
                    of Mortgage is
                    in recordable form and is acceptable for recording under the
                    laws of the
                    jurisdiction in which the Mortgaged Property is located;

                   

                  (dd)  The
                    Mortgaged Property is located in the state identified in the
                    related Mortgage
                    Loan Schedule and consists of a single parcel of real property
                    with a detached
                    single family residence erected thereon, or a townhouse, or a
                    two-to four-family
                    dwelling, or an individual condominium unit in a condominium
                    project, or an
                    individual unit in a planned unit development or a de minimis
                    planned unit
                    development, provided, however, that no residence or dwelling
                    is a single parcel
                    of real property with a cooperative housing corporation erected
                    thereon, or a
                    mobile home. As of the date of origination, no portion of the
                    Mortgaged Property
                    was used for commercial purposes, and since the date or origination
                    no portion
                    of the Mortgaged Property has been used for commercial purposes;

                   

                  (ee)  Except
                    as
                    set forth on the related Mortgage Loan Schedule, none of the
                    Mortgage Loans are
                    subject to a Prepayment Penalty. For any Mortgage Loan originated
                    prior to
                    October 1, 2002 that is subject to a Prepayment Penalty, such
                    prepayment penalty
                    does not extend beyond five years after the date of origination.
                    For any
                    Mortgage Loan originated on or following October 1, 2002 that
                    is subject to a
                    Prepayment Penalty, such prepayment penalty does not extend beyond
                    three years
                    after the date of origination. Any such prepayment penalty is
                    permissible and
                    enforceable in accordance with its terms upon the Mortgagor’s full and voluntary
                    principal prepayment under applicable law. With respect to any
                    Mortgage Loan
                    that contains a provision permitting imposition of a penalty
                    upon a prepayment
                    prior to maturity: (i) the Mortgage Loan provides some benefit
                    to the Mortgagor
                    (e.g., a rate or fee reduction) in exchange for accepting such
                    a prepayment
                    penalty; (ii) the Company had available a product that did not
                    contain a
                    Prepayment Penalty; and (iii) the prepayment penalty was adequately
                    disclosed to
                    the Mortgagor in the loan documents pursuant to applicable state
                    and federal
                    law;

                   

                  (ff)  The
                    Mortgaged Property is lawfully occupied under applicable law,
                    and 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;

                   

                  (gg)  If
                    the
                    Mortgaged Property is a condominium unit or a planned unit development
                    (other
                    than a de minimis planned unit development), such condominium
                    or planned unit
                    development project is warrantable and meets the requirements
                    set forth in the
                    Company’s Underwriting Guidelines;

                   

                  (hh)  
                    There is
                    no pending action or proceeding directly involving the Mortgaged
                    Property in
                    which compliance with any environmental law, rule or regulation
                    is an issue;
                    there is no violation of any environmental law, rule or regulation
                    with respect
                    to the Mortgaged Property; and nothing further remains to be
                    done to satisfy in
                    full all requirements of each such law, rule or regulation constituting
                    a
                    prerequisite to use and enjoyment of said property;

                   

                  (ii)  The
                    Mortgagor has not notified the Company requesting relief under
                    the Soldiers’ and
                    Sailors’ Civil Relief Act of 1940 or the Servicemembers Civil Relief Act,
                    and
                    the Company has no knowledge of any relief requested or allowed
                    to the Mortgagor
                    under the Soldiers’ and Sailors’ Civil Relief Act of 1940 or the Servicemembers
                    Civil Relief Act or any similar state laws;

                   

                  (jj)  As
                    of the
                    related Closing Date, no Mortgage Loan was in construction or
                    rehabilitation
                    status or has facilitated the trade-in or exchange of a Mortgaged
                    Property;

                   

                  (kk)  No
                    action
                    has been taken or failed to be taken on or prior to the related
                    Closing Date
                    which has resulted or will result in an exclusion from, denial
                    of, or defense to
                    coverage under any insurance policy related to a Mortgage Loan
                    (including,
                    without limitation, any exclusions, denials or defenses which
                    would limit or
                    reduce the availability of the timely payment of the full amount
                    of the loss
                    otherwise due thereunder to the insured) whether arising out
                    of actions,
                    representations, errors, omissions, negligence, or fraud, or
                    for any other
                    reason under such coverage;

                   

                  (ll)  The
                    Mortgage Loan was originated by a savings and loan association,
                    a savings bank,
                    a commercial bank, a credit union, an insurance company, or similar
                    institution
                    which is supervised and examined by a federal or state authority,
                    or by a
                    mortgagee approved by the Secretary of HUD pursuant to Sections
                    203 and 211 of
                    the National Housing Act;

                   

                  (mm)  With
                    respect to each Mortgage Loan that is secured in whole or in
                    part by the
                    interest of the Mortgagor as a lessee under a ground lease of
                    the related
                    Mortgaged Property (a “Ground Lease”) and not by a fee interest in such
                    Mortgaged Property:

                   

                  
                    	(a)  	
                            The
                              Mortgagor is the owner of a valid and subsisting interest
                              as tenant under
                              the Ground Lease;

                          


                  

                   

                  
                    	(b)  	
                            The
                              Ground Lease is in full force and effect, unmodified
                              and not supplemented
                              by any writing or otherwise;

                          


                  

                   

                  
                    	(c)  	
                            The
                              Mortgagor is not in default under any of the terms
                              thereof and there are
                              no circumstances which, with the passage of time or
                              the giving of notice
                              or both, would constitute an event of default
                              thereunder;

                          


                  

                   

                  
                    	(d)  	
                            The
                              lessor under the Ground Lease is not in default under
                              any of the terms or
                              provisions thereof on the part of the lessor to be
                              observed or
                              performed;

                          


                  

                   

                  
                    	(e)  	
                            The
                              term of the Ground Lease exceeds the maturity date
                              of the related Mortgage
                              Loan by at least five years;

                          


                  

                   

                  
                    	(f)  	
                            The
                              Ground Lease or a memorandum thereof has been recorded
                              and by its terms
                              permits the leasehold estate to be mortgaged. The Ground
                              Lease grants any
                              leasehold mortgagee standard protection necessary to
                              protect the security
                              of a leasehold mortgagee;

                          


                  

                   

                  
                    	(g)  	
                            The
                              Ground Lease does not contain any default provisions
                              that could give rise
                              to forfeiture or termination of the Ground Lease except
                              for the
                              non-payment of the Ground Lease
                              rents;

                          


                  

                   

                  
                    	(h)  	
                            The
                              execution, delivery and performance of the Mortgage
                              do not require the
                              consent (other than those consents which have been
                              obtained and are in
                              full force and effect) under, and will not contravene
                              any provision of or
                              cause a default under, the Ground Lease;
                              and

                          


                  

                   

                  
                    	(i)  	
                            The
                              Ground Lease provides that the leasehold can be transferred,
                              mortgaged and
                              sublet an unlimited number of times either without
                              restriction or on
                              payment of a reasonable fee and delivery of reasonable
                              documentation to
                              the lessor;

                          


                  

                   

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

                   

                  (oo)  With
                    respect to any Mortgage Loan as to which an affidavit has been
                    delivered to the
                    Purchaser certifying that the original Mortgage Note has been
                    lost or destroyed
                    and not been replaced, if such Mortgage Loan is subsequently
                    in default, the
                    enforcement of such Mortgage Loan will not be materially adversely
                    affected by
                    the absence of the original Mortgage Note;

                   

                  (pp)  Each
                    Mortgage Loan constitutes a qualified mortgage under Section
                    860G(a)(3)(A) of
                    the Code and Treasury Regulations Section 1.860G-2(a)(1);

                   

                  (qq)  Except
                    as
                    provided in Section 2.06, the Mortgage Note, the Mortgage, the
                    Assignment of
                    Mortgage and the other Mortgage Loan Documents set forth in Exhibit
                    A-1 and
                    required to be delivered on the related Closing Date have been
                    delivered to the
                    Purchaser or its designee all in compliance with the specific
                    requirements of
                    this Agreement. With respect to each Mortgage Loan, the Company
                    is in possession
                    of a complete Mortgage File and Servicing File except for such
                    documents as have
                    been delivered to the Purchaser or its designee;

                   

                  (rr)  All
                    information supplied by, on behalf of, or concerning the Mortgagor
                    is true,
                    accurate and complete and does not contain any statement that
                    is or will be
                    inaccurate or misleading in any material respect; 

                   

                  (ss)  
                    There
                    does not exist on the related Mortgaged Property any hazardous
                    substances,
                    hazardous wastes or solid wastes, as such terms are defined in
                    the Comprehensive
                    Environmental Response Compensation and Liability Act, the Resource
                    Conservation
                    and Recovery Act of 1976, or other federal, state or local environmental
                    legislation; 

                   

                  (tt)  No
                    Mortgage Loan had a Loan-to-Value Ratio at the time of origination
                    of more than
                    100% and no Mortgage Loan had a Combined Loan-to-Value Ratio
                    at the time of
                    origination of more than 100%;

                   

                  (uu)  No
                    Mortgage Loan is (a) subject to, covered by or in violation of
                    the Home
                    Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
                    cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
                    law, including any predatory or abusive lending laws (or a similarly
                    classified
                    loan using different terminology under a law imposing heightened
                    regulatory
                    scrutiny or additional legal liability for a residential mortgage
                    loan having
                    high interest rates, points and/or fees), (c) a High Cost Loan
                    or Covered Loan,
                    as applicable (as such terms are defined in the current version
                    of Standard
& Poor’s LEVELS® Glossary, Appendix E) or (d) in violation of any state law
                    or ordinance comparable to HOEPA. No Mortgage Loan (including
                    purchase money
                    loans or refinance transactions) has an “annual percentage rate” or total Points
                    and Fees payable by the Mortgagor (as each such term is defined
                    under HOEPA)
                    that equal or exceed the applicable thresholds defined under
                    HOEPA (Section 32
                    of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii));

                   

                  (vv)  No
                    Mortgagor was required to purchase any credit life, disability,
                    accident,
                    unemployment, property or health insurance product or debt cancellation
                    agreement as a condition of obtaining the extension of credit.
                    No Mortgagor
                    obtained a prepaid single premium credit life, disability, unemployment,
                    property, mortgage, accident or health insurance policy in connection
                    with the
                    origination of the Mortgage Loan; No proceeds from any Mortgage
                    Loan were used
                    to purchase or finance single-premium insurance policies or debt
                    cancellation
                    agreements as part of the origination of or as a condition to
                    closing, such
                    Mortgage Loan;

                   

                  (ww)  Any
                    principal advances made to the Mortgagor prior to the related
                    Closing Date have
                    been consolidated with the outstanding principal amount secured
                    by the Mortgage,
                    and the secured principal amount, as consolidated, bears a single
                    interest rate
                    and single repayment term. The lien of the Mortgage securing
                    the consolidated
                    principal amount is expressly insured as having (A) first lien
                    priority with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule), or (B) second
                    lien priority
                    with respect to each Mortgage Loan which is indicated by the
                    Company to be a
                    Second Lien Mortgage Loan (as reflected on the Mortgage Loan
                    Data Transmission),
                    in either case, by a title insurance policy or an endorsement
                    to the policy
                    insuring the mortgagee’s consolidated interest. The consolidated principal
                    amount does not exceed the original principal amount of the Mortgage
                    Loan;

                   

                  (xx)  Interest
                    on each Mortgage Loan is calculated on the basis of a 360-day
                    year consisting of
                    twelve 30-day months;

                   

                  (yy)  Except
                    as
                    disclosed on the Mortgage Loan Schedule, no Mortgage Loan is
                    a Balloon Mortgage
                    Loan. With respect to each Balloon Mortgage Loan, the Mortgage
                    Note requires a
                    monthly payment which is sufficient to fully amortize the original
                    principal
                    balance over a term which extends beyond the maturity date thereof
                    and to pay
                    interest at the related Mortgage Interest Rate and requires a
                    final monthly
                    payment substantially greater than the preceding monthly payment
                    which is
                    sufficient to repay the remaining unpaid principal balance of
                    the Balloon
                    Mortgage Loan as the due date of such monthly payment;

                   

                  (zz)  With
                    respect to each MERS Mortgage Loan, a MIN has been assigned by
                    MERS and such MIN
                    is accurately provided on the related Mortgage Loan Schedule.
                    The related
                    assignment of Mortgage to MERS has been duly and properly recorded;

                   

                  (aaa)  With
                    respect to each MERS Mortgage Loan, the Company has not received
                    any notice of
                    liens or legal actions with respect to such Mortgage Loan and
                    no such notices
                    have been electronically posted by MERS;

                   

                  (bbb)  With
                    respect to each Mortgage Loan, the related Mortgaged Property
                    is not considered
                    a manufactured housing unit;

                   

                  (ccc)  With
                    respect to each Mortgage Loan, the Company has fully and accurately
                    furnished
                    complete information (e.g., favorable and unfavorable) on the
                    related borrower
                    credit files to Equifax and Trans Union Credit Information Company
                    (two of the
                    credit repositories), in accordance with the Fair Credit Reporting
                    Act and its
                    implementing regulations, on a monthly basis and the Company
                    will fully furnish,
                    in accordance with the Fair Credit Reporting Act and its implementing
                    regulations, accurate and complete information (e.g., favorable
                    and unfavorable)
                    on its borrower credit files to Equifax and Trans Union Credit
                    Information
                    Company (two of the credit repositories), on a monthly basis;

                   

                  (ddd)  The
                    Company has complied with all applicable anti-money laundering
                    laws and
                    regulations, including without limitation the USA Patriot Act
                    of 2001
                    (collectively, the “Anti-Money
                    Laundering Laws”);
                    the
                    Company has established an anti-money laundering compliance program
                    as required
                    by the Anti-Money Laundering Laws, has conducted the requisite
                    due diligence in
                    connection with the origination of each Mortgage Loan for purposes
                    of the
                    Anti-Money Laundering Laws, including with respect to the legitimacy
                    of the
                    applicable Mortgagor and the origin of the assets used by the
                    said Mortgagor to
                    purchase the property in question, and maintains, and will maintain,
                    sufficient
                    information to identify the applicable Mortgagor for purposes
                    of the Anti-Money
                    Laundering Laws. No Mortgage Loan is subject to nullification
                    pursuant to
                    Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
                    the Office of Foreign Assets Control of the United States Department
                    of the
                    Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
                    OFAC Regulations, and no Mortgagor is subject to the provisions
                    of such
                    Executive Order or the OFAC Regulations nor listed as a “blocked person” for
                    purposes of the OFAC Regulations;

                   

                  (eee)  With
                    respect to each Mortgage Loan which is a Second Lien Mortgage
                    Loan the related
                    first lien does not contain any term that could result in negative
                    amortization;


                   

                  (fff)  No
                    predatory or deceptive lending practices, including but not limited
                    to, the
                    extension of credit to the applicable Mortgagor without regard
                    for said
                    Mortgagor’s ability to repay the Mortgage Loan and the extension of credit
                    to
                    said Mortgagor which has no apparent benefit to said Mortgagor,
                    were employed by
                    the originator of the Mortgage Loan in connection with the origination
                    of the
                    Mortgage Loan. ;

                   

                  (ggg)  No
                    Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending
                    Act, as amended (the “Georgia Act”) or New York Banking Law 6-1. No Mortgage
                    Loan secured by owner occupied real property or an owner occupied
                    manufactured
                    home located in the State of Georgia was originated (or modified)
                    on or after
                    October 1, 2002 through and including March 6, 2003;

                   

                  (hhh)  No
                    Mortgagor was encouraged or required to select a Mortgage Loan
                    product offered
                    by the Mortgage Loan’s originator which is a higher cost product designed for
                    less creditworthy borrowers, taking into account such facts as,
                    without
                    limitation, the mortgage loan’s requirements and the Mortgagor’s credit history,
                    income, assets and liabilities. Any Mortgagor who sought financing
                    through the
                    Mortgage Loan originator’s higher priced sup prime lending channel was directed
                    towards or offered the Mortgage Loan’s originator standard mortgage line if the
                    Borrower was able to qualify for one of the standard products.
                    If, at the time
                    of loan application, the Mortgagor may have qualified for a lower
                    cost credit
                    product then offered by any mortgage lending affiliate of the
                    Mortgage Loan’s
                    originator, the Mortgage Loan’s originator referred the Mortgagor’s application
                    to such affiliate for underwriting consideration;

                   

                  (iii)  The
                    methodology used in underwriting the extension of credit for
                    each Mortgage Loan
                    did not rely solely on the extent of the Mortgagor’s equity in the collateral as
                    the principal determining factor in approving such extension
                    of credit. The
                    methodology employed objective criteria such as the Mortgagor’s income, assets
                    and liabilities, to the proposed mortgage payment and, based
                    on such
                    methodology, the Mortgage Loan’s originator made a reasonable determination that
                    at the time of origination the Mortgagor had the ability to make
                    timely payments
                    on the Mortgage Loan; 

                   

                  (jjj)  All
                    points, fees and charges (including finance charges) and whether
                    or not
                    financed, assessed, collected or to be collected in connection
                    with the
                    origination and servicing of each Mortgage Loan have been disclosed
                    in writing
                    to the Mortgagor in accordance with applicable state and federal
                    law and
                    regulation;

                   

                  (kkk)  [Reserved];

                   

                  (lll)  [Reserved];
                    

                   

                  (mmm)  Each
                    Mortgage Loan is eligible for sale in the secondary mortgage
                    market or for
                    securitization;

                   

                  (nnn)  No
                    Mortgage Loan is a “High-Cost Home Loan” under the New Jersey Home Ownership
                    Security Act of 2002 (the “NJ Act”); and each Mortgage Loan subject to the NJ
                    Act is considered under the NJ Act as, either, a (1) purchase
                    money Home Loan,
                    (2) purchase money Covered Loan (with
                    respect to Mortgage Loans which were originated between November
                    26, 2003 and
                    July 7, 2004),
                    or (3)
                    a rate/term refinance Home Loan; 

                   

                  (ooo)  No
                    Mortgagor agreed to submit to arbitration to resolve any dispute
                    arising out of
                    or relating in any way to the Mortgage Loan transaction; 

                   

                  (ppp)  The
                    Mortgagor has not made or caused to be made any payment in the
                    nature of an
‘average’ or ‘yield spread premium’ to a mortgage broker or a like Person which
                    has not been fully disclosed to the Mortgagor;

                   

                  (qqq)  No
                    Mortgage Loan secured by a Mortgaged Property located in the
                    Commonwealth of
                    Massachusetts was made to pay off or refinance an existing loan
                    or other debt of
                    the related borrower (as the term "borrower" is defined in the
                    regulations
                    promulgated by the Massachusetts Secretary of State in connection
                    with the
                    Massachusetts General Laws Chapter 183, Section 28C) unless (a)
                    the related
                    Mortgage Interest Rate (that would be effective once the introductory
                    rate
                    expires, with respect to Adjustable Rate Mortgage Loans) did
                    or would not exceed
                    by more than 2.50% the yield on United States Treasury securities
                    having
                    comparable periods of maturity to the maturity of the related
                    Mortgage Loan as
                    of the fifteenth day of the month immediately preceding the month
                    in which the
                    application for the extension of credit was received by the related
                    lender or
                    (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the
                    Massachusetts General Laws Chapter 183, Section 28C or the regulations
                    promulgated in connection therewith) and the related Mortgage
                    Note provides that
                    the related Mortgage Interest Rate may not exceed at any time
                    the Prime rate
                    index as published in the Wall
                    Street Journal
                    plus a
                    margin of one percent;

                   

                  (rrr)  All
                    Points and Fees related to each Loan were disclosed in writing
                    to the Mortgagor
                    in accordance with applicable state and federal law and regulation.
                    Except as
                    otherwise disclosed in the Mortgage Loan Schedule, no Mortgagor
                    was charged
                    Points and Fees (whether or not financed) in an amount that exceeds
                    the greater
                    of (1) 5% of the principal amount of such Mortgage Loan (such
                    5% limitation is
                    calculated in accordance with Fannie Mae’s requirements as set forth in the
                    Fannie Mae Selling Guide) or (2) $1,000; and

                   

                  (sss)  With
                    respect to each Mortgage Loan, the related residential dwelling
                    is not a
                    manufactured housing unit.

                   

                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                 

                

                  ASSIGNMENT
                    AND RECOGNITION AGREEMENT

                   

                  THIS
                    ASSIGNMENT AND RECOGNITION AGREEMENT, dated November 30, 2006,
                    (“Agreement”)
                    among
                    UBS Real Estate Securities Inc. (“Assignor”),
                    Mortgage Asset Securitization Transactions, Inc. (“Assignee”)
                    and
                    First Street Financial, Inc. (the “Company”):

                   

                  For
                    and
                    in consideration of the sum of TEN DOLLARS ($10.00) and other
                    valuable
                    consideration the receipt and sufficiency of which hereby are
                    acknowledged, and
                    of the mutual covenants herein contained, the parties hereto
                    hereby agree as
                    follows:

                   

                   

                  I.
                    Assignment and Conveyance

                   

                  The
                    Assignor hereby conveys, sells, grants, transfers and assigns
                    to the Assignee
                    (x) all of the right, title and interest of the Assignor, as
                    purchaser, in, to
                    and under (a) those certain Mortgage Loans listed as being originated
                    by the
                    Company on the schedule (the “Mortgage
                    Loan Schedule”)
                    attached hereto as Exhibit A (the “Mortgage
                    Loans”)
                    and
                    (b) except as described below, that certain Master
                    Seller’s Purchase, Warranties and Interim Servicing Agreement dated
                    as of August
                    1, 2004,
                    as
                    amended (the “Purchase
                    Agreement”),
                    between the Assignor, as purchaser (the “Purchaser”),
                    and
                    the Company, as seller, solely insofar as the Purchase Agreement
                    relates to the
                    Mortgage Loans and (y) other than as provided below with respect
                    to the
                    enforcement of representations and warranties, none of the obligations
                    of the
                    Assignor under the Purchase Agreement.

                   

                  The
                    Assignor specifically reserves and does not assign to the Assignee
                    hereunder any
                    and all right, title and interest in, to and under and any obligations
                    of the
                    Assignor with respect to any mortgage loans subject to the Purchase
                    Agreement
                    which are not the mortgage loans set forth on the Mortgage Loan
                    Schedule and are
                    not the subject of this Agreement.

                   

                   

                  II.
                    Recognition of the Company

                   

                  From
                    and
                    after the date hereof, the Company shall and does hereby recognize
                    that the
                    Assignee will transfer the Mortgage Loans and assign its rights
                    under the
                    Purchase Agreement (solely to the extent set forth herein) and
                    this Agreement to
                    MASTR Asset-Backed Securities Trust 2006-HE4 (the “Trust”) created pursuant to a
                    Pooling and Servicing Agreement, dated as of November 1, 2006
                    (the “Pooling
                    Agreement”), among
                    the
                    Assignee, Wells Fargo Bank, N.A. as master servicer and trust
                    administrator
                    (including its successors in interest and any successor servicers
                    under the
                    Pooling Agreement, the “Master Servicer” or “Trust Administrator”), Wells Fargo
                    Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq
                    Servicing as
                    servicers (the “Servicers”) and U.S. Bank National Association, as trustee
                    (including its successors in interest and any successor trustees
                    under the
                    Pooling Agreement, the “Trustee”).
                    The
                    Company hereby acknowledges and agrees that from and after the
                    date hereof (i)
                    the Trust will be the owner of the Mortgage Loans, (ii) the Trust
                    (including the Trustee, the Trust Administrator, the Master Servicer
                    and the
                    Servicer acting on the Trust’s behalf) shall have all the rights and remedies
                    available to the Assignor, insofar as they relate to the Mortgage
                    Loans, under
                    the Purchase Agreement, including, without limitation, the enforcement
                    of the
                    document delivery requirements and remedies with respect to breaches
                    of
                    representations and warranties set forth in the Purchase Agreement,
                    and shall be
                    entitled to enforce all of the obligations of the Company thereunder
                    insofar as
                    they relate to the Mortgage Loans, and (iii) all references to the
                    Purchaser (insofar as they relate to the rights, title and interest
                    and, with
                    respect to obligations of the Purchaser, only insofar as they
                    relate to the
                    enforcement of the representations, warranties and covenants
                    of the Company) or
                    the Custodian under the Purchase Agreement insofar as they relate
                    to the
                    Mortgage Loans, shall be deemed to refer to the Trust (including
                    the Trustee,
                    the Trust Administrator, the Master Servicer and the Servicer
                    acting on the
                    Trust’s behalf). Neither the Company nor the Assignor shall amend or
                    agree to
                    amend, modify, waiver, or otherwise alter any of the terms or
                    provisions of the
                    Purchase Agreement which amendment, modification, waiver or other
                    alteration
                    would in any way affect the Mortgage Loans or the Company’s performance under
                    the Purchase Agreement with respect to the Mortgage Loans without
                    the prior
                    written consent of the Trustee.

                   

                   

                  III.
                    Representations and Warranties of the Company

                   

                  1. The
                    Company warrants and represents to the Assignor, the Assignee
                    and the Trust as
                    of the date hereof that:

                   

                  (a)  Attached
                    hereto as Exhibit
                    B
                    is a
                    true and accurate copy of the representations and warranties
                    set forth in
                    Sections 3.01 and 3.02 of the Purchase Agreement, which Purchase
                    Agreement is in
                    full force and effect as of the date hereof and the provisions
                    of which have not
                    been waived, amended or modified in any respect, nor has any
                    notice of
                    termination been given thereunder;

                   

                  (b)  The
                    Company is duly organized, validly existing and in good standing
                    under the laws
                    of the jurisdiction of its incorporation;

                   

                  (c)  The
                    Company has full power and authority to execute, deliver and
                    perform its
                    obligations under this Agreement and has full power and authority
                    to perform its
                    obligations under the Purchase Agreement. The execution by the
                    Company of this
                    Agreement is in the ordinary course of the Company’s business and will not
                    conflict with, or result in a breach of, any of the terms, conditions
                    or
                    provisions of the Company’s charter or bylaws or any legal restriction, or any
                    material agreement or instrument to which the Company is now
                    a party or by which
                    it is bound, or result in the violation of any law, rule, regulation,
                    order,
                    judgment or decree to which the Company or its property is subject.
                    The
                    execution, delivery and performance by the Company of this Agreement
                    have been
                    duly authorized by all necessary corporate action on part of
                    the Company. This
                    Agreement has been duly executed and delivered by the Company,
                    and, upon the due
                    authorization, execution and delivery by the Assignor and the
                    Assignee, will
                    constitute the valid and legally binding obligation of the Company,
                    enforceable
                    against the Company in accordance with its terms except as enforceability
                    may be
                    limited by bankruptcy, reorganization, insolvency, moratorium
                    or other similar
                    laws now or hereafter in effect relating to creditors’ rights generally, and by
                    general principles of equity regardless of whether enforceability
                    is considered
                    in a proceeding in equity or at law; 

                   

                  (d)  No
                    consent, approval, order or authorization of, or declaration,
                    filing or
                    registration with, any governmental entity is required to be
                    obtained or made by
                    the Company in connection with the execution, delivery or performance
                    by the
                    Company of this Agreement; and

                   

                  (e)  There
                    is
                    no action, suit, proceeding or investigation pending or threatened
                    against the
                    Company, before any court, administrative agency or other tribunal,
                    which would
                    draw into question the validity of this Agreement or the Purchase
                    Agreement, or
                    which, either in any one instance or in the aggregate, would
                    result in any
                    material adverse change in the ability of the Company to perform
                    its obligations
                    under this Agreement or the Purchase Agreement, and the Company
                    is
                    solvent.

                   

                  2. Pursuant
                    to Section 8.01(b)(iii) of the Purchase Agreement, the Company
                    hereby represents
                    and warrants, for the benefit of the Assignor, the Assignee and
                    the Trust, that
                    the representations and warranties set forth in Sections 3.01
                    and 3.02 of the
                    Purchase Agreement (set forth on Schedule 1 hereto), are true
                    and correct as of
                    the date hereof, as if such representations and warranties were
                    made on such
                    date.

                   

                  3. The
                    Assignor hereby makes the following representations and warranties
                    as of the
                    date hereof:

                   

                  (a)  Each
                    Mortgage Loan at the time it was made complied in all material
                    respects with
                    applicable local, state, and federal laws, including, but not
                    limited to, all
                    applicable predatory and abusive lending laws;

                   

                  (b)  None
                    of
                    the Mortgage Loans are High Cost as defined by any applicable
                    predatory and
                    abusive lending laws;

                   

                  (c)  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®
                    Glossary
                    which is now Version 5.7 Revised, Appendix E); and

                   

                  (d)  No
                    Mortgage Loan originated on or after October 1, 2002 through
                    March 6, 2003 is
                    governed by the Georgia Fair Lending Act;

                   

                   

                  IV.
                    Remedies for Breach of Representations and Warranties

                   

                  The
                    Company hereby acknowledges and agrees that the remedies available
                    to the
                    Assignor, the Assignee and the Trust (including the Trustee and
                    the Master
                    Servicer acting on the Trust’s behalf) in connection with any breach of the
                    representations and warranties made by the Company set forth
                    in Section 3 hereof
                    shall be as set forth in Subsection 3.03 of the Purchase Agreement
                    as if they
                    were set forth herein (including without limitation the repurchase
                    and indemnity
                    obligations set forth therein). It is understood by the parties
                    hereto that a
                    breach of the representations and warranties made in Subsections
                    3.02 (ee),
                    (uu), (vv), (ccc) and (ggg) of the Purchase Agreement shall be
                    deemed to
                    materially and adversely affect the value of the related mortgage
                    loan or the
                    interests of the Trust in the related mortgage loans.

                   

                  The
                    Assignor hereby acknowledges and agrees that the remedies available
                    to the
                    Assignee and the Trust (including the Trustee and the Master
                    Servicer acting on
                    the Trust’s behalf) in connection with any breach of the representations
                    and
                    warranties made by the Assignor set forth in Section 3 hereof
                    shall be as set
                    forth in Section 2.03 of the Pooling and Servicing Agreement
                    as if they were set
                    forth herein (including without limitation the repurchase obligations
                    set forth
                    therein). The
                    Assignor hereby acknowledges and agrees that a breach of any
                    one of the
                    representations set forth in Section 5 above will be deemed to
                    materially
                    adversely affect the interests of the certificateholders and
                    shall require a
                    repurchase of the affected Mortgage Loan(s).

                   

                  Notwithstanding
                    the foregoing, the Assignor may, at its option, satisfy any obligation
                    of the
                    Company with respect to any breach of representation and warranty
                    made by the
                    Company regarding the Mortgage Loans.

                   

                   

                  V.
                    Miscellaneous

                   

                  This
                    Agreement shall be construed in accordance with the laws of the
                    State of New
                    York, without regard to conflicts of law principles, and the
                    obligations, rights
                    and remedies of the parties hereunder shall be determined in
                    accordance with
                    such laws. 

                   

                  No
                    term
                    or provision of this Agreement may be waived or modified unless
                    such waiver or
                    modification is in writing and signed by the party against whom
                    such waiver or
                    modification is sought to be enforced, with the prior written
                    consent of the
                    Trustee and the Trust Administrator. 

                   

                  This
                    Agreement shall inure to the benefit of (i) the successors and
                    assigns of the
                    parties hereto and (ii) the Trust (including the Trustee, the
                    Trust
                    Administrator and the Master Servicer acting on the Trust’s behalf). Any entity
                    into which Assignor, Assignee or Company may be merged or consolidated
                    shall,
                    without the requirement for any further writing, be deemed Assignor,
                    Assignee or
                    Company, respectively, hereunder. 

                   

                  Each
                    of
                    this Agreement and the Purchase Agreement shall survive the conveyance
                    of the
                    Mortgage Loans and the assignment of the Purchase Agreement (to
                    the extent
                    assigned hereunder) by Assignor to Assignee and by Assignee to
                    the Trust and
                    nothing contained herein shall supersede or amend the terms of
                    the Purchase
                    Agreement.

                   

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

                   

                  In
                    the
                    event that any provision of this Agreement conflicts with any
                    provision of the
                    Purchase Agreement with respect to the Mortgage Loans, the terms
                    of this
                    Agreement shall control. 

                   

                  Capitalized
                    terms used in this Agreement (including the exhibits hereto)
                    but not defined in
                    this Agreement shall have the meanings given to such terms in
                    the Purchase
                    Agreement.

                   

                   

                  [SIGNATURE
                    PAGE FOLLOWS]

                   

                  



                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  



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

                   

                  
                    	 	 	 	 	 	 	 	
                            UBS
                              REAL ESTATE SECURITIES INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            MORTGAGE
                              ASSET SECURITIZATION TRANSACTIONS, INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                   

                  


                  
                    	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                  


                  


                  
                    	 	 	 	 	 	 	 	
                            FIRST
                              STREET FINANCIAL, INC.

                          
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                            By:

                          	 
	 	 	 	 	 	 	 	
                            Name:

                          	 
	 	 	 	 	 	 	 	
                            Title:

                          	 


                  

                  


                  


                  


                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  


                  



                  EXHIBIT
                    A

                  


                  Mortgage
                    Loan Schedule

                  


                  


                  Available
                    Upon Request

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                  
 

                  SCHEDULE
                    1

                  


                  Capitalized
                    terms used herein but not defined in this Schedule 1 shall have
                    the meanings
                    given to such terms in the Purchase Agreement:

                   

                  Section
                    3.01 Representations
                    and Warranties of the Company. 

                   

                  The
                    Company represents, warrants and covenants to the Purchaser that
                    as of each
                    Closing Date and as of each Servicing Transfer Date or as of
                    such date
                    specifically provided herein:

                   

                  (a)  The
                    Company is a corporation duly organized and validly existing
                    under the laws of
                    the State of California. The Company has all licenses necessary
                    to carry out its
                    business as now being conducted, and is licensed and qualified
                    to transact
                    business in and is in good standing under the laws of each state
                    in which any
                    Mortgaged Property is located or is otherwise exempt under applicable
                    law from
                    such licensing or qualification or is otherwise not required
                    under applicable
                    law to effect such licensing or qualification and no demand for
                    such licensing
                    or qualification has been made upon the Company by any such state,
                    and in any
                    event the Company is in compliance with the laws of any such
                    state to the extent
                    necessary to ensure the enforceability of each Mortgage Loan
                    and the interim
                    servicing of the Mortgage Loans in accordance with the terms
                    of this Agreement.
                    No licenses or approvals obtained by the Company have been suspended
                    or revoked
                    by any court, administrative agency, arbitrator or governmental
                    body and no
                    proceedings are pending which might result in such suspension
                    or
                    revocation;

                   

                  (b)  The
                    Company has the full power and authority and legal right to hold,
                    transfer and
                    convey each Mortgage Loan, to sell each Mortgage Loan and to
                    execute, deliver
                    and perform, and to enter into and consummate all transactions
                    contemplated by
                    this Agreement and the related Confirmation and to conduct its
                    business as
                    presently conducted; the Company has duly authorized the execution,
                    delivery and
                    performance of this Agreement and any agreements contemplated
                    hereby, has duly
                    executed and delivered this Agreement and the related Confirmation,
                    and any
                    agreements contemplated hereby, and this Agreement and the related
                    Confirmation
                    and each Assignment of Mortgage to the Purchaser and any agreements
                    contemplated
                    hereby, constitute the legal, valid and binding obligations of
                    the Company,
                    enforceable against it in accordance with their respective terms,
                    except as such
                    enforceability may be limited by bankruptcy, insolvency, moratorium,
                    reorganization and similar laws, and by equitable principles
                    affecting the
                    enforceability of the rights of creditors; and all requisite
                    corporate action
                    has been taken by the Company to make this Agreement, the related
                    Confirmation
                    and all agreements contemplated hereby valid and binding upon
                    the Company in
                    accordance with their terms;

                   

                  (c)  Neither
                    the execution and delivery of this Agreement, the related Confirmation,
                    the sale
                    of the Mortgage Loans to the Purchaser, the consummation of the
                    transactions
                    contemplated hereby, nor the fulfillment of or compliance with
                    the terms and
                    conditions of this Agreement and the related Confirmation will
                    conflict with any
                    of the terms, conditions or provisions of the Company’s charter or by-laws or
                    materially conflict with or result in a material breach of any
                    of the terms,
                    conditions or provisions of any legal restriction or any agreement
                    or instrument
                    to which the Company is now a party or by which it is bound,
                    or constitute a
                    default or result in an acceleration under any of the foregoing,
                    or result in
                    the material violation of any law, rule, regulation, order, judgment
                    or decree
                    to which the Company or its property is subject;

                   

                  (d)  There
                    is
                    no litigation, suit, proceeding or investigation pending or threatened,
                    or any
                    order or decree outstanding, which is reasonably likely to have
                    a material
                    adverse effect on the sale of the Mortgage Loans, the execution,
                    delivery,
                    performance or enforceability of this Agreement or the related
                    Confirmation, or
                    which is reasonably likely to have a material adverse effect
                    on the financial
                    condition of the Company;

                   

                  (e)  No
                    consent, approval, authorization or order of any court or governmental
                    agency or
                    body is required for the execution, delivery and performance
                    by the Company of
                    or compliance by the Company with this Agreement and the related
                    Confirmation,
                    except for consents, approvals, authorizations and orders which
                    have been
                    obtained;

                   

                  (f)  The
                    consummation of the transactions contemplated by this Agreement
                    and the related
                    Confirmation are in the ordinary course of business of the Company,
                    and the
                    transfer, assignment and conveyance of the Mortgage Notes and
                    the Mortgages by
                    the Company pursuant to this Agreement and the related Confirmation
                    are not
                    subject to bulk transfer or any similar statutory provisions
                    in effect in any
                    applicable jurisdiction;

                   

                  (g)  The
                    origination, servicing and collection practices with respect
                    to each Mortgage
                    Note and Mortgage have been legal and in accordance with applicable
                    laws and
                    regulations, and in all material respects in accordance with
                    Accepted Servicing
                    Practices. The Company further represents and warrants that:
                    with respect to
                    escrow deposits and payments that the Company is entitled to
                    collect, all such
                    payments are in the possession of, or under the control of, the
                    Company or its
                    delegate, and there exist no deficiencies in connection therewith
                    for which
                    customary arrangements for repayment thereof have not been made;
                    all escrow
                    payments have been collected and are being maintained in full
                    compliance with
                    applicable state and federal law and the provisions of the related
                    Mortgage Note
                    and Mortgage; as to any Mortgage Loan that is the subject of
                    an escrow, escrow
                    of funds is not prohibited by applicable law and has been established
                    in an
                    amount sufficient to pay for every escrowed item that remains
                    unpaid and has
                    been assessed but is not yet due and payable; no escrow deposits
                    or other
                    charges or payments due under the Mortgage Note have been capitalized
                    under any
                    Mortgage or the related Mortgage Note; all Mortgage Interest
                    Rate adjustments
                    have been made in strict compliance with state and federal law
                    and the terms of
                    the related Mortgage Note; and any interest required to be paid
                    pursuant to
                    state and local law has been properly paid and credited;

                   

                  (h)  The
                    Company has not used selection procedures that identified the
                    Mortgage Loans as
                    being less desirable or valuable than other comparable mortgage
                    loans in the
                    Company’s portfolio at the related Closing Date; 

                   

                  (i)  The
                    Company will treat the transfer of the Mortgage Loans to the
                    Purchaser as a sale
                    for reporting and accounting purposes and, to the extent appropriate,
                    for
                    federal income tax purposes. The Company shall maintain a complete
                    set of books
                    and records for each Mortgage Loan which shall be clearly marked
                    to reflect the
                    ownership of such Mortgage Loan by the Purchaser; 

                   

                  (j)  The
                    Company is an approved seller/servicer of residential mortgage
                    loans for HUD,
                    with such facilities, procedures and personnel necessary for
                    the sound servicing
                    of such mortgage loans. The Company is duly qualified, licensed,
                    registered and
                    otherwise authorized under all applicable federal, state and
                    local laws and
                    regulations and is in good standing to sell mortgage loans to
                    and service
                    mortgage loans for HUD and no event has occurred which would
                    make the Company
                    unable to comply with eligibility requirements or which would
                    require
                    notification to HUD; 

                   

                  (k)  The
                    Company does not believe, nor does it have any cause or reason
                    to believe, that
                    it cannot perform each and every covenant contained in this Agreement
                    and the
                    related Confirmation applicable to it. The Company is solvent
                    and the sale of
                    the Mortgage Loans will not cause the Company to become insolvent.
                    The sale of
                    the Mortgage Loans is not undertaken with the intent to hinder,
                    delay or defraud
                    any of the Company’s creditors;

                   

                  (l)  No
                    statement, tape, diskette, form, report or other document prepared
                    by, or on
                    behalf of, the Company pursuant to this Agreement, the related
                    Confirmation or
                    in connection with the transactions contemplated hereby, contains
                    or will
                    contain any statement that is or will be inaccurate or misleading
                    in any
                    material respect. The Company has prudently originated and underwritten
                    each
                    Mortgage Loan;

                   

                  (m)  The
                    consideration received by the Company upon the sale of the Mortgage
                    Loans
                    constitutes fair consideration and reasonably equivalent value
                    for such Mortgage
                    Loans;

                   

                  (n)  The
                    Company has delivered to the Purchaser financial statements as
                    to its last two
                    complete fiscal years. All such financial statements fairly present
                    the
                    pertinent results of operations and changes in financial position
                    for each of
                    such periods and the financial position at the end of each such
                    period of the
                    Company and its subsidiaries and have been prepared in accordance
                    with GAAP
                    consistently applied throughout the periods involved, except
                    as set forth in the
                    notes thereto. There has been no change in the business, operations,
                    financial
                    condition, properties or assets of the Company since the date
                    of the Company’s
                    financial statements that would have a material adverse effect
                    on its ability to
                    perform its obligations under this Agreement or the related Confirmation;
                    

                   

                  (o)  The
                    Company has not dealt with any broker, investment banker, agent
                    or other person
                    that may be entitled to any commission or compensation in connection
                    with the
                    sale of the Mortgage Loans; and

                   

                  (p)  To
                    the
                    extent that the Purchaser has at any time purchased a MERS Mortgage
                    Loan
                    hereunder, the Company is a member of MERS in good standing,
                    and will comply in
                    all material respects with the rules and procedures of MERS in
                    connection with
                    the servicing of the MERS Mortgage Loans for as long as such
                    Mortgage Loans are
                    registered with MERS.

                   



                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  


                  


                   

                  Section
                    3.02 Representations
                    and Warranties as to Individual Mortgage Loans.

                   

                  The
                    Company hereby represents and warrants to the Purchaser, as to
                    each Mortgage
                    Loan, as of the related Closing Date and as of the related Servicing
                    Transfer
                    Date as follows:

                   

                  (a)  The
                    information set forth in the related Mortgage Loan Schedule,
                    including any
                    diskette or other related data tapes sent to the Purchaser, is
                    complete, true
                    and correct in all material respects;

                   

                  (b)  The
                    Mortgage creates a (A) first lien and first priority security
                    interest with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule) or (B) second
                    lien and second
                    priority security interest with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien (as reflected on the Mortgage
                    Loan Schedule),
                    in either case, in the related Mortgaged Property securing the
                    related Mortgage
                    Note;

                   

                  (c)  All
                    payments due on or prior to the related Closing Date for such
                    Mortgage Loan have
                    been made as of the related Closing Date, the Mortgage Loan is
                    not delinquent in
                    payment more than 30 days and has not been dishonored; there
                    are no material
                    defaults under the terms of the Mortgage Loan; the Company has
                    not advanced
                    funds, or induced, solicited or knowingly received any advance
                    of funds from a
                    party other than the owner of the Mortgaged Property subject
                    to the Mortgage,
                    directly or indirectly, for the payment of any amount required
                    by the Mortgage
                    Loan; no payment with respect to each Mortgage Loan has been
                    delinquent during
                    the preceding twelve-month period;

                   

                  (d)  All
                    taxes, governmental assessments, insurance premiums, water, sewer
                    and municipal
                    charges, leasehold payments or ground rents which previously
                    became due and
                    owing have been paid, or escrow funds have been established in
                    an amount
                    sufficient to pay for every such escrowed item which remains
                    unpaid and which
                    has been assessed but is not yet due and payable;

                   

                  (e)  The
                    terms
                    of the Mortgage Note and the Mortgage have not been impaired,
                    waived, altered or
                    modified in any respect, except by written instruments which
                    have been recorded
                    to the extent any such recordation is required by law. No instrument
                    of waiver,
                    alteration or modification has been executed, and no Mortgagor
                    has been
                    released, in whole or in part, from the terms thereof except
                    in connection with
                    an assumption agreement and which assumption agreement is part
                    of the Mortgage
                    File and the terms of which are reflected in the related Mortgage
                    Loan Schedule;
                    the substance of any such waiver, alteration or modification
                    has been approved
                    by the issuer has been approved by the issuer of any related
                    title insurance
                    policy, to the extent required by the related policy.

                   

                  (f)  The
                    Mortgage Note and the Mortgage are not subject to any right of
                    rescission,
                    set-off, counterclaim or defense, including, without limitation,
                    the defense of
                    usury, nor will the operation of any of the terms of the Mortgage
                    Note or the
                    Mortgage, or the exercise of any right thereunder, render the
                    Mortgage Note or
                    Mortgage unenforceable, in whole or in part, or subject 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; and the Mortgagor was not a debtor
                    in any state
                    or federal bankruptcy or insolvency proceeding at the time the
                    Mortgage Loan was
                    originated;

                   

                  (g)  All
                    buildings or other customarily insured improvements upon the
                    Mortgaged Property
                    are insured by an insurer acceptable under the Fannie Mae Guides,
                    against loss
                    by fire, hazards of extended coverage and such other hazards
                    as are provided for
                    in the Fannie Mae Guides or by the Freddie Mac Guides, in an
                    amount representing
                    coverage not less than the lesser of (i) the maximum insurable
                    value of the
                    improvements securing such Mortgage Loans, and (ii) the greater
                    of (a) either
                    (1) the outstanding principal balance of the Mortgage Loan with
                    respect to each
                    Mortgage Loan which is indicated by the Company to be a First
                    Lien (as reflected
                    on the Mortgage Loan Schedule) or (2) with respect to each Second
                    Lien Mortgage
                    Loan, the sum of the outstanding principal balance of the first
                    lien on such
                    Mortgage Loan and the outstanding principal balance of such Second
                    Lien Mortgage
                    Loan, and (b) an amount such that the proceeds thereof shall
                    be sufficient to
                    prevent the Mortgagor and/or the mortgagee from becoming a co-insurer,
                    but in no
                    event greater than the maximum amount permitted under applicable
                    law. All such
                    standard hazard policies are in full force and effect and on
                    the date of
                    origination contained a standard mortgagee clause naming the
                    Company and its
                    successors in interest and assigns as loss payee and such clause
                    is still in
                    effect and all premiums due thereon have been paid. If required
                    by the Flood
                    Disaster Protection Act of 1973, as amended, the Mortgage Loan
                    is covered by a
                    flood insurance policy meeting the requirements of the current
                    guidelines of the
                    Federal Insurance Administration which policy conforms to Fannie
                    Mae and Freddie
                    Mac requirements, in an amount not less than the amount required
                    by the Flood
                    Disaster Protection Act of 1973, as amended. Such policy was
                    issued by an
                    insurer acceptable under Fannie Mae or Freddie Mac guidelines.
                    The Mortgage
                    obligates the Mortgagor thereunder to maintain all such insurance
                    at the
                    Mortgagor’s cost and expense, and upon the Mortgagor’s failure to do so,
                    authorizes the holder of the Mortgage to maintain such insurance
                    at the
                    Mortgagor’s cost and expense and to seek reimbursement therefor from the
                    Mortgagor;

                   

                  (h)  Each
                    Mortgage Loan and, if any, the related prepayment penalty complied
                    in all
                    material respects with any and all requirements of any federal,
                    state or local
                    law including, without limitation, usury, truth-in-lending, real
                    estate
                    settlement procedures, consumer credit protection, equal credit
                    opportunity,
                    fair housing, disclosure, or predatory, fair and abusive lending
                    laws applicable
                    to the origination and servicing of loans of a type similar to
                    the Mortgage
                    Loans and the consummation of the transactions contemplated hereby
                    will not
                    involve the violation of any such laws;

                   

                  (i)  The
                    Mortgage has not been satisfied, canceled or subordinated (other
                    than the
                    subordination of any Second Lien Mortgage Loan to the related
                    First Lien), in
                    whole or in part, or rescinded, and the Mortgaged Property has
                    not been released
                    from the lien of the Mortgage, in whole or in part nor has any
                    instrument been
                    executed that would effect any such release, cancellation, subordination
                    or
                    rescission. The Company has not waived the performance by the
                    Mortgagor of any
                    action, if the Mortgagor’s failure to perform such action would cause the
                    Mortgage Loan to be in default, nor has the Company waived any
                    default resulting
                    from any action or inaction by the Mortgagor;

                   

                  (j)  The
                    related Mortgage is a valid, subsisting, enforceable and perfected
                    (A) first
                    lien and first priority security interest with respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a First Lien (as reflected
                    on the
                    Mortgage Loan Schedule), or (B) second lien and second priority
                    security
                    interest with respect to each Mortgage Loan which is indicated
                    by the Company to
                    be a Second Lien Mortgage Loan (as reflected on the Mortgage
                    Loan Schedule), in
                    either case, on the Mortgaged Property including all buildings
                    on the Mortgaged
                    Property and all installations and mechanical, electrical, plumbing,
                    heating and
                    air conditioning systems affixed to such buildings, and all additions,
                    alterations and replacements made at any time with respect to
                    the foregoing
                    securing the Mortgage Note’s original principal balance. The Mortgage and the
                    Mortgage Note do not contain any evidence of any security interest
                    or other
                    interest or right thereto. Such lien is free and clear of all
                    adverse claims,
                    liens and encumbrances having priority over the first lien of
                    the Mortgage
                    subject only to (1) the lien of non-delinquent current real property
                    taxes and
                    assessments not yet due and payable, (2) covenants, conditions
                    and restrictions,
                    rights of way, easements and other matters of the public record
                    as of the date
                    of recording which are acceptable to mortgage lending institutions
                    generally and
                    either (A) which are referred to or otherwise considered in the
                    appraisal made
                    for the originator of the Mortgage Loan, or (B) which do not
                    adversely affect
                    the appraised value of the Mortgaged Property as set forth in
                    such appraisal,
                    (3) other matters to which like properties are commonly subject
                    which do not
                    materially interfere with the benefits of the security intended
                    to be provided
                    by the Mortgage or the use, enjoyment, value or marketability
                    of the related
                    Mortgaged Property and (4) with respect to each Mortgage Loan
                    which is indicated
                    by the Company to be a Second Lien Mortgage Loan (as reflected
                    on the Mortgage
                    Loan Schedule) a First Lien on the Mortgaged Property. Any security
                    agreement,
                    chattel mortgage or equivalent document related to and delivered
                    in connection
                    with the Mortgage Loan establishes and creates a valid, subsisting,
                    enforceable
                    and perfected (A) first lien and first priority security interest
                    with respect
                    to each Mortgage Loan which is indicated by the Company to be
                    a First Lien (as
                    reflected on the Mortgage Loan Schedule), or (B) second lien
                    and second priority
                    security interest with respect to each Mortgage Loan which is
                    indicated by the
                    Company to be a Second Lien Mortgage Loan (as reflected on the
                    Mortgage Loan
                    Schedule), in either case, on the property described therein,
                    and the Company
                    has the full right to sell and assign the same to the Purchaser;

                   

                  (k)  The
                    Mortgage Note and the related Mortgage are original and genuine
                    and each is the
                    legal, valid and binding obligation of the maker thereof, enforceable
                    in all
                    respects in accordance with its terms subject to bankruptcy,
                    insolvency,
                    moratorium, reorganization and other laws of general application
                    affecting the
                    rights of creditors and by general equitable principles and the
                    Company has
                    taken all action necessary to transfer such rights of enforceability
                    to the
                    Purchaser. All parties to the Mortgage Note and the Mortgage
                    had the legal
                    capacity to enter into the Mortgage Loan and to execute and deliver
                    the Mortgage
                    Note and the Mortgage. The Mortgage Note and the Mortgage have
                    been duly and
                    properly executed by such parties. No fraud, error, omission,
                    misrepresentation,
                    negligence or similar occurrence with respect to a Mortgage Loan
                    has taken place
                    on the part of the Company or the Mortgagor, or, on the part
                    of any other party
                    involved in the origination of the Mortgage Loan. The proceeds
                    of the Mortgage
                    Loan have been fully disbursed and there is no requirement for
                    future advances
                    thereunder, and any and all requirements as to completion of
                    any on-site or
                    off-site improvements and as to disbursements of any escrow funds
                    therefor have
                    been complied with. All costs, fees and expenses incurred in
                    making or closing
                    the Mortgage Loan and the recording of the Mortgage were paid
                    or are in the
                    process of being paid, and the Mortgagor is not entitled to any
                    refund of any
                    amounts paid or due under the Mortgage Note or Mortgage;

                   

                  (l)  The
                    Company is the sole owner of record and holder of the Mortgage
                    Loan and the
                    indebtedness evidenced by the Mortgage Note, and upon recordation
                    the Purchaser
                    or its designee will be the owner of record of the Mortgage and
                    the indebtedness
                    evidenced by the Mortgage Note, and upon the sale of the Mortgage
                    Loan to the
                    Purchaser, the Company will retain the Servicing File in trust
                    for the Purchaser
                    only for the purpose of interim servicing and supervising the
                    interim servicing
                    of the Mortgage Loan. Immediately prior to the transfer and assignment
                    to the
                    Purchaser on the related Closing Date, the Mortgage Loan, including
                    the Mortgage
                    Note and the Mortgage, were not subject to an assignment or pledge
                    other than
                    with respect to a lien of a warehouse lender which lien was released
                    by such
                    lender simultaneously with or prior to the payment of the Purchase
                    Price by the
                    Purchaser as evidenced by a security release certification delivered
                    to the
                    Purchaser pursuant to Section 2.09 of this Agreement. The Company
                    had good and
                    marketable title to and was the sole owner thereof and had full
                    right to
                    transfer and sell the Mortgage Loan to the Purchaser free and
                    clear of any
                    encumbrance, equity, lien, pledge, charge, claim or security
                    interest and has
                    the full right and authority subject to no interest or participation
                    of, or
                    agreement with, any other party, to sell and assign the Mortgage
                    Loan pursuant
                    to this Agreement and following the sale of the Mortgage Loan,
                    the Purchaser
                    will own such Mortgage Loan free and clear of any encumbrance,
                    equity,
                    participation interest, lien, pledge, charge, claim or security
                    interest. The
                    Company intends to relinquish all rights to possess, control
                    and monitor the
                    Mortgage Loan, except for the purposes of servicing the Mortgage
                    Loan as set
                    forth in this Agreement. Either the Mortgagor is a natural person
                    or the
                    Mortgagor is an inter-vivos trust acceptable to Fannie Mae. With
                    respect to each
                    inter-vivos trust, 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;

                   

                  (m)  Each
                    Mortgage Loan is covered by an ALTA lender’s title insurance policy (or, with
                    respect to any Second Lien Mortgage Loan, by a short form title
                    report) issued
                    by a title insurer acceptable to Fannie Mae or Freddie Mac and
                    qualified to do
                    business in the jurisdiction where the Mortgaged Property is
                    located, insuring
                    (subject to the exceptions contained in (j)(1), (2) and (3) above
                    and, with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a Second
                    Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule)
                    clause (4)) the
                    Company, its successors and assigns, as to the first (or, where
                    applicable,
                    second) priority lien of the Mortgage in the original principal
                    amount of the
                    Mortgage Loan and, with respect to each Adjustable Rate Mortgage
                    Loan, against
                    any loss by reason of the invalidity or unenforceability of the
                    lien resulting
                    from the provisions of the Mortgage providing for adjustment
                    in the Mortgage
                    Interest Rate and Monthly Payment. Additionally, such policy
                    affirmatively
                    insures ingress and egress to and from the Mortgaged Property.
                    Where required by
                    applicable state law or regulation, the Mortgagor has been given
                    the opportunity
                    to choose the carrier of the required mortgage title insurance.
                    The Company, its
                    successors and assigns, are the sole insureds of such lender’s title insurance
                    policy, such title insurance policy has been duly and validly
                    endorsed to the
                    Purchaser or the assignment to the Purchaser of the Company’s interest therein
                    does not require the consent of or notification to the insurer
                    and such lender’s
                    title insurance policy is in full force and effect and will be
                    in full force and
                    effect upon the consummation of the transactions contemplated
                    by this Agreement
                    and the related Confirmation. No claims have been made under
                    such lender’s title
                    insurance policy, and no prior holder of the related Mortgage,
                    including the
                    Company, has done, by act or omission, anything which would impair
                    the coverage
                    of such lender’s title insurance policy;

                   

                  (n)  There
                    is
                    no default, breach, violation or event of acceleration existing
                    under the
                    Mortgage or the related Mortgage Note and no event which, with
                    the passage of
                    time or with notice and the expiration of any grace or cure period,
                    would
                    constitute a default, breach, violation or event permitting acceleration;
                    and
                    neither the Company nor any prior mortgagee has waived any default,
                    breach,
                    violation or event permitting acceleration. With respect to each
                    Mortgage Loan
                    which is indicated by the Company to be a Second Lien Mortgage
                    Loan (as
                    reflected on the Mortgage Loan Schedule) (i) the First Lien is
                    in full force and
                    effect, (ii) there is no default, breach, violation or event
                    of acceleration
                    existing under such First Lien mortgage or the related mortgage
                    note, (iii) to
                    the best of Company’s knowledge, no event which, with the passage of time or
                    with notice and the expiration of any grace or cure period, would
                    constitute a
                    default, breach, violation or event of acceleration thereunder,
                    and either (A)
                    the First Lien mortgage contains a provision which allows or
                    (B) applicable law
                    requires, the mortgagee under the Second Lien Mortgage Loan to
                    receive notice
                    of, and affords such mortgagee an opportunity to cure any default
                    by payment in
                    full or otherwise under the First Lien mortgage;

                   

                  (o)  There
                    are
                    no mechanics’ or similar liens or claims which have been filed for work, labor
                    or material (and no rights are outstanding that under law could
                    give rise to
                    such liens) affecting the related Mortgaged Property which are
                    or may be liens
                    prior to or equal to the lien of the related Mortgage;

                   

                  (p)  All
                    improvements subject to the Mortgage which were considered in
                    determining the
                    Appraised Value of the Mortgaged Property lie wholly within the
                    boundaries and
                    building restriction lines of the Mortgaged Property (and wholly
                    within the
                    project with respect to a condominium unit) and no improvements
                    on adjoining
                    properties encroach upon the Mortgaged Property except those
                    which are insured
                    against by the title insurance policy referred to in clause (m)
                    above and all
                    improvements on the property comply with all applicable zoning
                    and subdivision
                    laws and ordinances;

                   

                  (q)  The
                    Mortgage Loan was originated by or for the Company. The Mortgage
                    Loan complies
                    with all the terms, conditions and requirements of the Company’s Underwriting
                    Standards in effect at the time of origination of such Mortgage
                    Loan subject to
                    exceptions which are in writing in the Mortgage File and were
                    approved by the
                    Purchaser prior to the related Closing Date. The Mortgage Notes
                    and Mortgages
                    (exclusive of any riders) are on forms generally acceptable to
                    Fannie Mae or
                    Freddie Mac. The Mortgage Loan bears interest at the Mortgage
                    Interest Rate set
                    forth in the related Mortgage Loan Schedule, and Monthly Payments
                    under the
                    Mortgage Note are due and payable on the first day of each month.
                    The Mortgage
                    contains the usual and enforceable provisions of the originator
                    at the time of
                    origination for the acceleration of the payment of the unpaid
                    principal amount
                    of the Mortgage Loan if the related Mortgaged Property is sold
                    without the prior
                    consent of the mortgagee thereunder;

                   

                  (r)  The
                    Mortgaged Property is not subject to any material damage by waste,
                    fire,
                    earthquake, windstorm, flood or other casualty, and is in good
                    repair. At
                    origination of the Mortgage Loan there was, and there currently
                    is, no
                    proceeding pending for the total or partial condemnation of the
                    Mortgaged
                    Property. There have not been any condemnation proceedings with
                    respect to the
                    Mortgaged Property and there are no such proceedings scheduled
                    to commence at a
                    future date;

                   

                  (s)  The
                    related Mortgage contains customary and enforceable provisions
                    such as to render
                    the rights and remedies of the holder thereof adequate for the
                    realization
                    against the Mortgaged Property of the benefits of the security
                    provided thereby.
                    There is no homestead or other exemption available to the Mortgagor
                    which would
                    interfere with the right to sell the Mortgaged Property at a
                    trustee’s sale or
                    the right to foreclose the Mortgage;

                   

                  (t)  If
                    the
                    Mortgage constitutes a deed of trust, a trustee, authorized and
                    duly qualified
                    if required under applicable law to act as such, has been properly
                    designated
                    and currently so serves and is named in the Mortgage, and no
                    fees or expenses
                    are or will become payable by the Purchaser to the trustee under
                    the deed of
                    trust, except in connection with a trustee’s sale or attempted sale after
                    default by the Mortgagor;

                   

                  (u)  The
                    Mortgage File contains an appraisal of the related Mortgaged
                    Property which, (a)
                    with respect to First Lien Mortgage Loans, is on appraisal form
                    1004 or form
                    2055 with an interior inspection, or (b) with respect to Second
                    Lien Mortgage
                    Loans, is on appraisal form 704, 2065 or 2055, and (c) with respect
                    to (a) or
                    (b) above was signed prior to the final approval of the mortgage
                    loan
                    application by a Qualified Appraiser, who had no interest, direct
                    or indirect,
                    in the Mortgaged Property or in any loan made on the security
                    thereof, and whose
                    compensation is not affected by the approval or disapproval of
                    the Mortgage
                    Loan, and the appraisal and appraiser both satisfy the requirements
                    of Fannie
                    Mae or Freddie Mac and Title XI of FIRREA and the regulations
                    promulgated
                    thereunder, all as in effect on the date the Mortgage Loan was
                    originated. The
                    appraisal is in a form acceptable to Fannie Mae or Freddie Mac;

                   

                  (v)  All
                    parties which have had any interest in the Mortgage, whether
                    as mortgagee,
                    assignee, pledgee or otherwise, are (or, during the period in
                    which they held
                    and disposed of such interest, were) (A) in compliance with any
                    and all
                    applicable licensing requirements of the laws of the state wherein
                    the Mortgaged
                    Property is located, and (B) (1) organized under the laws of
                    such state, or (2)
                    qualified to do business in such state, or (3) federal savings
                    and loan
                    associations or national banks or a Federal Home Loan Bank or
                    savings bank
                    having principal offices in such state, or (4) not doing business
                    in such
                    state;

                   

                  (w)  The
                    related Mortgage Note is not and has not been secured by any
                    collateral except
                    the lien of the corresponding Mortgage and the security interest
                    of any
                    applicable security agreement or chattel mortgage referred to
                    in (j) above and
                    such collateral does not serve as security for any other
                    obligation;

                   

                  (x)  The
                    Mortgagor has received all disclosure materials required by applicable
                    law with
                    respect to the making of such mortgage loans;

                   

                  (y)  The
                    Mortgage Loan does not contain “graduated payment” features and does not have a
                    shared appreciation or other contingent interest feature; no
                    Mortgage Loan
                    contains any buydown provisions;

                   

                  (z)  The
                    Mortgagor is not in bankruptcy and the Mortgagor is not insolvent
                    and the
                    Company has no knowledge of any circumstances or condition with
                    respect to the
                    Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
                    standing that could reasonably be expected to cause investors
                    to regard the
                    Mortgage Loan as an unacceptable investment, cause the Mortgage
                    Loan to become
                    delinquent, or materially adversely affect the value or marketability
                    of the
                    Mortgage Loan;

                   

                  (aa)  Except
                    with respect to any IO Mortgage Loan, principal payments on the
                    Mortgage Loan
                    commenced no more than sixty (60) days after the funds were disbursed
                    in
                    connection with the Mortgage Loan. The Mortgage Loans have an
                    original term to
                    maturity of not more than 30 years, with interest payable in
                    arrears on the
                    first day of each month. The Mortgage Loan bears interest at
                    the Mortgage
                    Interest Rate. With respect to each Mortgage Loan, the Mortgage
                    Note is payable
                    on the first day of each month in Monthly Payments which, with
                    respect to a
                    Mortgage Loan other than an IO Mortgage Loan or Balloon Mortgage
                    Loan, requires
                    a monthly payment which in the case of a Fixed Rate Mortgage
                    Loan, is sufficient
                    to fully amortize the original principal balance over the original
                    term thereof
                    and to pay interest at the related Mortgage Interest Rate, and
                    in the case of an
                    Adjustable Rate Mortgage Loan, is changed on each Adjustment
                    Date and is
                    sufficient to fully amortize the original principal balance over
                    the original
                    term thereof and to pay interest at the related Mortgage Interest
                    Rate. With
                    respect to each Balloon Mortgage Loan, the Mortgage Note requires
                    a monthly
                    payment which is sufficient to fully amortize the original principal
                    balance
                    over the original term thereof and to pay interest at the related
                    Mortgage
                    Interest Rate and requires a final Monthly Payment substantially
                    greater than
                    the preceding monthly payment which is sufficient to repay the
                    remained unpaid
                    principal balance of the Balloon Mortgage Loan as the Due Date
                    of such monthly
                    payment. With respect to each IO Mortgage Loan, the interest-only
                    period shall
                    not exceed the interest-only period set forth on the related
                    Mortgage Loan
                    Schedule and following the expiration of such interest-only period,
                    the
                    remaining Monthly Payments shall be sufficient to fully amortize
                    the original
                    principal balance over the remaining term of the Mortgage Loan.
                    No Mortgage Loan
                    contains terms or provisions which would result in negative amortization.
                    No
                    Mortgage Loan provides for the capitalization or forbearance
                    of
                    interest;

                   

                  (bb)  No
                    Mortgage Loan is subject to a lender-paid mortgage insurance
                    policy;


                   

                  (cc)  As
                    to any
                    Mortgage Loan which is not a MERS Mortgage Loan, the Assignment
                    of Mortgage is
                    in recordable form and is acceptable for recording under the
                    laws of the
                    jurisdiction in which the Mortgaged Property is located;

                   

                  (dd)  The
                    Mortgaged Property is located in the state identified in the
                    related Mortgage
                    Loan Schedule and consists of a single parcel of real property
                    with a detached
                    single family residence erected thereon, or a townhouse, or a
                    two-to four-family
                    dwelling, or an individual condominium unit in a condominium
                    project, or an
                    individual unit in a planned unit development or a de minimis
                    planned unit
                    development, provided, however, that no residence or dwelling
                    is a single parcel
                    of real property with a cooperative housing corporation erected
                    thereon, or a
                    mobile home. As of the date of origination, no portion of the
                    Mortgaged Property
                    was used for commercial purposes, and since the date or origination
                    no portion
                    of the Mortgaged Property has been used for commercial purposes;

                   

                  (ee)  Except
                    as
                    set forth on the related Mortgage Loan Schedule, none of the
                    Mortgage Loans are
                    subject to a prepayment penalty. For any Mortgage Loan originated
                    prior to
                    October 1, 2002 that is subject to a prepayment penalty, such
                    prepayment penalty
                    does not extend beyond five years after the date of origination.
                    For any
                    Mortgage Loan originated on or following October 1, 2002 that
                    is subject to a
                    prepayment penalty, such prepayment penalty does not extend beyond
                    three years
                    after the date of origination. Any such prepayment penalty is
                    permissible and
                    enforceable in accordance with its terms upon the mortgagor’s full and voluntary
                    principal prepayment under applicable law, except to the extent
                    that: the
                    enforceability thereof may be limited by bankruptcy, insolvency,
                    moratorium,
                    receivership and other similar laws relating to creditors' rights;
                    the
                    collectability thereof may be limited due to acceleration in
                    connection with a
                    foreclosure or other involuntary prepayment; or subsequent changes
                    in applicable
                    law may limit or prohibit enforceability thereof under applicable
                    law. With
                    respect to any Mortgage Loan that contains a provision permitting
                    imposition of
                    a penalty upon a prepayment prior to maturity: (i) the Mortgage
                    Loan provides
                    some benefit to the Mortgagor (e.g., a rate or fee reduction)
                    in exchange for
                    accepting such prepayment penalty; (ii) the Mortgage Loan’s originator had a
                    written policy of offering the Mortgagor, or requiring third-party
                    brokers to
                    offer the Mortgagor, the option of obtaining a Mortgage Loan
                    that did not
                    require payment of such a prepayment penalty and the Mortgagor
                    was offered such
                    a product by the Mortgage Loan’s originator; (iii) the prepayment penalty was
                    adequately disclosed to the Mortgagor in the loan documents pursuant
                    to
                    applicable state and federal law; and
                    (iv)
                    such prepayment penalty shall not be imposed in any instance
                    where the Mortgage
                    Loan is accelerated or paid off in connection with the workout
                    of a delinquent
                    mortgage or due to the Mortgagor’s default, notwithstanding that the terms of
                    the Mortgage Loan or state or federal law might permit the imposition
                    of such
                    prepayment penalty;

                   

                  (ff)  The
                    Mortgaged Property is lawfully occupied under applicable law,
                    and 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;

                   

                  (gg)  [reserved];

                   

                  (hh)  
                    There is
                    no pending action or proceeding directly involving the Mortgaged
                    Property in
                    which compliance with any environmental law, rule or regulation
                    is an issue;
                    there is no violation of any environmental law, rule or regulation
                    with respect
                    to the Mortgaged Property; and nothing further remains to be
                    done to satisfy in
                    full all requirements of each such law, rule or regulation constituting
                    a
                    prerequisite to use and enjoyment of said property;

                   

                  (ii)  The
                    Mortgagor has not notified the Company requesting relief under
                    the Soldiers’ and
                    Sailors’ Civil Relief Act of 1940 or the Servicemembers Civil Relief Act,
                    and
                    the Company has no knowledge of any relief requested or allowed
                    to the Mortgagor
                    under the Soldiers’ and Sailors’ Civil Relief Act of 1940 or the Servicemembers
                    Civil Relief Act or any similar state laws;

                   

                  (jj)  As
                    of the
                    related Closing Date, no Mortgage Loan was in construction or
                    rehabilitation
                    status or has facilitated the trade-in or exchange of a Mortgaged
                    Property;

                   

                  (kk)  No
                    action
                    has been taken or failed to be taken on or prior to the related
                    Closing Date
                    which has resulted or will result in an exclusion from, denial
                    of, or defense to
                    coverage under any insurance policy related to a Mortgage Loan
                    (including,
                    without limitation, any exclusions, denials or defenses which
                    would limit or
                    reduce the availability of the timely payment of the full amount
                    of the loss
                    otherwise due thereunder to the insured) whether arising out
                    of actions,
                    representations, errors, omissions, negligence, or fraud, or
                    for any other
                    reason under such coverage;

                   

                  (ll)  The
                    Mortgage Loan was originated by a mortgagee approved by the Secretary
                    of Housing
                    and Urban Development pursuant to sections 203 and 211 of the
                    National Housing
                    Act, a savings and loan association, a savings bank, a commercial
                    bank, credit
                    union, insurance company or similar institution which is supervised
                    and examined
                    by a federal or state authority;

                   

                  (mm)  With
                    respect to each Mortgage Loan secured in whole or in part by
                    the interest of the
                    Mortgagor as a lessee under a ground lease of a Mortgaged Property
                    (a “Ground
                    Lease”) the real property securing such Mortgage Loan is located in
                    a
                    jurisdiction in which the use of leasehold estates for residential
                    properties is
                    a widely-accepted practice and:

                   

                  (a)  The
                    Mortgagor is the owner of a valid and subsisting interest as
                    tenant under the
                    Ground Lease;

                   

                  (b)  The
                    Ground Lease is in full force and effect, unmodified and not
                    supplemented by any
                    writing or otherwise;

                   

                  (c)  The
                    mortgagor is not in default under any of the terms thereof and
                    there are no
                    circumstances which, with the passage of time or the giving of
                    notice or both,
                    would constitute an event of default thereunder;

                   

                  (d)  The
                    lessor under the Ground Lease is not in default under any of
                    the terms or
                    provisions thereof on the part of the lessor to be observed or
                    performed;

                   

                  (e)  The
                    term
                    of the Ground Lease exceeds the maturity date of the related
                    Mortgage Loan by at
                    least five years;

                   

                  (f)  The
                    Ground Lease or a memorandum thereof has been recorded and by
                    its terms permits
                    the leasehold estate to be mortgaged. The Ground Lease grants
                    any leasehold
                    mortgagee standard protection necessary to protect the security
                    of a leasehold
                    mortgagee;

                   

                  (g)  The
                    Ground Lease does not contain any default provisions that could
                    give rise to
                    forfeiture or termination of the Ground Lease except for the
                    non-payment of the
                    Ground Lease rents;

                   

                  (h)  The
                    execution, delivery and performance of the Mortgage do not require
                    the consent
                    (other than those consents which have been obtained and are in
                    full force and
                    effect) under, and will not contravene any provision of or cause
                    a default
                    under, the Ground Lease; and

                   

                  (i)  The
                    Ground Lease provides that the leasehold can be transferred,
                    mortgaged and
                    sublet an unlimited number of times either without restriction
                    or on payment of
                    a reasonable fee and delivery of reasonable documentation to
                    the
                    lessor;

                   

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

                   

                  (oo)  With
                    respect to any Mortgage Loan as to which an affidavit has been
                    delivered to the
                    Purchaser certifying that the original Mortgage Note has been
                    lost or destroyed
                    and not been replaced, if such Mortgage Loan is subsequently
                    in default, the
                    enforcement of such Mortgage Loan will not be materially adversely
                    affected by
                    the absence of the original Mortgage Note;

                   

                  (pp)  Each
                    Mortgage Loan constitutes a qualified mortgage under Section
                    860G(a)(3)(A) of
                    the Code and Treasury Regulations Section 1.860G-2(a)(1);

                   

                  (qq)  Except
                    as
                    provided in Section 2.06, the Mortgage Note, the Mortgage, the
                    Assignment of
                    Mortgage and the other Mortgage Loan Documents set forth in Exhibit
                    A-1 and
                    required to be delivered on the related Closing Date have been
                    delivered to the
                    Purchaser or its designee all in compliance with the specific
                    requirements of
                    this Agreement. With respect to each Mortgage Loan, the Company
                    is in possession
                    of a complete Mortgage File and Servicing File except for such
                    documents as have
                    been delivered to the Purchaser or its designee;

                   

                  (rr)  All
                    information supplied by, on behalf of, or concerning the Mortgagor
                    is true,
                    accurate and complete and does not contain any statement that
                    is e inaccurate or
                    misleading in any material respect; 

                   

                  (ss)  
                    There
                    does not exist on the related Mortgaged Property any hazardous
                    substances,
                    hazardous wastes or solid wastes, as such terms are defined in
                    the Comprehensive
                    Environmental Response Compensation and Liability Act, the Resource
                    Conservation
                    and Recovery Act of 1976, or other federal, state or local environmental
                    legislation; 

                   

                  (tt)  No
                    Mortgage Loan had a Loan-to-Value Ratio or Combined Loan-to-Value
                    Ratio at the
                    time of origination of more than 100% or such other percentage
                    set forth in the
                    related Confirmation;

                   

                  (uu)  No
                    Mortgage Loan is (a) subject to, covered by or in violation of
                    the Home
                    Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
                    cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
                    law, including any predatory or abusive lending laws (or a similarly
                    classified
                    loan using different terminology under a law imposing heightened
                    regulatory
                    scrutiny or additional legal liability for a residential mortgage
                    loan having
                    high interest rates, points and/or fees), (c) a High Cost Loan
                    or Covered Loan,
                    as applicable (as such terms are defined in the current Standard
& Poor’s
                    LEVELS® Glossary, Appendix E) or (d) in violation of any state law or
                    ordinance
                    comparable to HOEPA. No Mortgage Loan (including purchase money
                    loans or
                    refinance transactions) has an “annual percentage rate” or “total points and
                    fees” payable by the Mortgager (as each such term is defined under
                    HOEPA) that
                    equal or exceed the applicable thresholds defined under HOEPA
                    (Section 32 of
                    Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii);

                   

                  (vv)  No
                    Mortgagor was required to purchase any credit life, disability,
                    accident,
                    unemployment, property or health insurance product or debt cancellation
                    agreement as a condition of obtaining the extension of credit.
                    No Mortgagor
                    obtained a prepaid single premium credit life, disability, unemployment,
                    property, mortgage, accident or health insurance policy in connection
                    with the
                    origination of the Mortgage Loan; No proceeds from any Mortgage
                    Loan were used
                    to purchase or finance single-premium insurance policies or debt
                    cancellation
                    agreements as part of the origination of or as a condition to
                    closing, such
                    Mortgage Loan;

                   

                  (ww)  Any
                    principal advances made to the Mortgagor prior to the related
                    Closing Date have
                    been consolidated with the outstanding principal amount secured
                    by the Mortgage,
                    and the secured principal amount, as consolidated, bears a single
                    interest rate
                    and single repayment term. The lien of the Mortgage securing
                    the consolidated
                    principal amount is expressly insured as having (A) first lien
                    priority with
                    respect to each Mortgage Loan which is indicated by the Company
                    to be a First
                    Lien (as reflected on the Mortgage Loan Schedule), or (B) second
                    lien priority
                    with respect to each Mortgage Loan which is indicated by the
                    Company to be a
                    Second Lien Mortgage Loan (as reflected on the Mortgage Loan
                    Data Transmission),
                    in either case, by a title insurance policy, an endorsement to
                    the policy
                    insuring the mortgagee’s consolidated interest or by other title evidence
                    acceptable to Fannie Mae and Freddie Mac. The consolidated principal
                    amount does
                    not exceed the original principal amount of the Mortgage Loan;

                   

                  (xx)  Interest
                    on each Mortgage Loan is calculated on the basis of a 360-day
                    year consisting of
                    twelve 30-day months;

                   

                  (yy)  [Reserved];

                   

                  (zz)  With
                    respect to each MERS Mortgage Loan, a MIN has been assigned by
                    MERS and such MIN
                    is accurately provided on the related Mortgage Loan Schedule.
                    The related
                    assignment of Mortgage to MERS has been duly and properly recorded;

                   

                  (aaa)  With
                    respect to each MERS Mortgage Loan, the Company has not received
                    any notice of
                    liens or legal actions with respect to such Mortgage Loan and
                    no such notices
                    have been electronically posted by MERS;

                   

                  (bbb)  Any
                    Mortgaged Property that is considered manufactured housing shall
                    be legally
                    classified as real property, is permanently affixed to a foundation
                    and must
                    assume the characteristics of site-built housing and must otherwise
                    conform to
                    the requirements of Fannie Mae and Freddie Mac, including without
                    limitation the
                    requirement that such manufactured housing will be the principal
                    residence of
                    the Mortgagor upon origination of the Mortgage Loan;

                   

                  (ccc)  With
                    respect to each Mortgage Loan, the Company has fully and accurately
                    furnished
                    complete information (e.g., favorable and unfavorable) on the
                    related borrower
                    credit files to Equifax, Experian and Trans Union Credit Information
                    Company
                    (three of the credit repositories), in accordance with the Fair
                    Credit Reporting
                    Act and its implementing regulations, on a monthly basis and
                    the Company will
                    furnish for each Mortgage Loan, in accordance with the Fair Credit
                    Reporting Act
                    and its implementing regulations, accurate and complete information
                    (e.g.,
                    favorable and unfavorable) on its borrower credit files to Equifax,
                    Experian and
                    Trans Union Credit Information Company (three of the credit repositories),
                    on a
                    monthly basis;

                   

                  (ddd)  The
                    Company has complied with all applicable anti-money laundering
                    laws and
                    regulations, including without limitation the USA Patriot Act
                    of 2001
                    (collectively, the “Anti-Money
                    Laundering Laws”);
                    the
                    Company has established an anti-money laundering compliance program
                    as required
                    by the Anti-Money Laundering Laws, has conducted the requisite
                    due diligence in
                    connection with the origination of each Mortgage Loan for purposes
                    of the
                    Anti-Money Laundering Laws, including with respect to the legitimacy
                    of the
                    applicable Mortgagor and the origin of the assets used by the
                    said Mortgagor to
                    purchase the property in question, and maintains, and will maintain,
                    sufficient
                    information to identify the applicable Mortgagor for purposes
                    of the Anti-Money
                    Laundering Laws. No Mortgage Loan is subject to nullification
                    pursuant to
                    Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
                    the Office of Foreign Assets Control of the United States Department
                    of the
                    Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
                    OFAC Regulations, and no Mortgagor is subject to the provisions
                    of such
                    Executive Order or the OFAC Regulations nor listed as a “blocked person” for
                    purposes of the OFAC Regulations;

                   

                  (eee)  With
                    respect to each Mortgage Loan which is a Second Lien Mortgage
                    Loan (i) if the
                    related first lien provides for negative amortization, the LTV
                    was calculated at
                    the maximum principal balance of such first lien that could result
                    upon
                    application of such negative amortization feature, and (ii) either
                    no consent
                    for the Mortgage Loan is required by the holder of the first
                    lien or such
                    consent has been obtained and is contained in the Mortgage File;

                   

                  (fff)  No
                    predatory or deceptive lending practices, including but not limited
                    to, the
                    extension of credit to the applicable Mortgagor without regard
                    for said
                    Mortgagor’s ability to repay the Mortgage Loan and the extension of credit
                    to
                    said Mortgagor which has no apparent benefit to said Mortgagor,
                    were employed by
                    the originator of the Mortgage Loan in connection with the origination
                    of the
                    Mortgage Loan. Each
                    Mortgage Loan is in compliance with the anti-predatory lending
                    eligibility for
                    purchase requirements of Fannie Mae’s Selling Guide;

                   

                  (ggg)  No
                    Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending
                    Act, as amended (the “Georgia Act”) or New York Banking Law 6-1. No Mortgage
                    Loan secured by owner occupied real property or an owner occupied
                    manufactured
                    home located in the State of Georgia was originated (or modified)
                    on or after
                    October 1, 2002 through and including March 6, 2003;

                   

                  (hhh)  No
                    Mortgage Loan (a) is secured by property located in the State
                    of New York; (b)
                    had an unpaid principal balance at origination of $300,000 or
                    less, and (c) has
                    an application date on or after April 1, 2003, the terms of which
                    Mortgage Loan
                    equal or exceed either the APR or the points and fees threshold
                    for “high-cost
                    home loans,” as defined in Section 6-L of the New York State Banking
                    Law;

                   

                  (iii)  No
                    Mortgagor was encouraged or required to select a Mortgage Loan
                    product offered
                    by the Mortgage Loan’s originator which is a higher cost product designed for
                    less creditworthy borrowers, taking into account such facts as,
                    without
                    limitation, the mortgage loan’s requirements and the Mortgagor’s credit history,
                    income, assets and liabilities. Any Mortgagor who sought financing
                    through
                    Mortgage Loan originator’s higher-priced subprime lending channel was directed
                    towards or offered the Mortgage Loan originator’s standard mortgage line if the
                    Mortgagor was able to qualify for one of the standard products.
                    If, at the time
                    of loan application, the Mortgagor may have qualified for a lower
                    cost credit
                    product then offered by any mortgage lending affiliate of the
                    Mortgage Loan’s
                    originator, the Mortgage Loan’s originator referred the Mortgagor’s application
                    to such affiliate for underwriting consideration;

                   

                  (jjj)  The
                    methodology used in underwriting the extension of credit for
                    each Mortgage Loan
                    did not rely on the extent of the Mortgagor’s equity in the collateral as the
                    principal determining factor in approving such extension of credit.
                    The
                    methodology employed objective criteria that related such facts
                    as, without
                    limitation, the Mortgagor’s credit history, income, assets or liabilities, to
                    the proposed mortgage payment and, based on such methodology,
                    the Mortgage
                    Loan’s originator made a reasonable determination that at the time
                    of
                    origination the Mortgagor had the ability to make timely payments
                    on the
                    Mortgage Loan; 

                   

                  (kkk)  All
                    points, fees and charges (including finance charges) and whether
                    or not
                    financed, assessed, collected or to be collected in connection
                    with the
                    origination and servicing of each Mortgage Loan have been disclosed
                    in writing
                    to the Mortgagor in accordance with applicable state and federal
                    law and
                    regulation;

                   

                  (lll)  All
                    points and fees related to each Mortgage Loan were disclosed
                    in writing to the
                    Mortgagor in accordance with applicable state and federal law
                    and regulation. No
                    Mortgagor was charged “points and fees” (whether or not financed) in an amount
                    that exceed the greater of (1) 5% of the principal amount of
                    such Mortgage Loan
                    (such 5% limitation is calculated in accordance with Fannie Mae’s requirements
                    set forth in the Fannie Mae Selling Guide) or (2) $1,000;

                   

                  (mmm)  [Reserved];
                    

                   

                  (nnn)  As
                    of the
                    Closing Date, each
                    Loan
                    is eligible for sale in the secondary mortgage market or for
                    securitization
                    without unreasonable credit enhancement.

                   

                  (ooo)  No
                    Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
                    Protection Act effective July 14, 2003 (Act 1340 or 2003); 

                   

                  (ppp)  No
                    Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
                    loan statute effective June 25, 2003 (Ky. Rev. Stat. Section
                    360.100).

                   

                  (qqq)  [Reserved];
                    

                   

                  (rrr)  No
                    Mortgage Loan originated in the City of Oakland is subject to
                    the City of
                    Oakland, California Ordinance 12361, (the “Ordinance”) as a home
                    loan;

                   

                  (sss)  No
                    Mortgage Loan is a subsection 10 mortgage under the Oklahoma
                    Home Ownership and
                    Equity Protection Act;

                   

                  (ttt)  No
                    Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
                    Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat.
                    137/1 et
                    seq.);

                   

                  (uuu)  No
                    Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
                    Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
                    seq.);

                   

                  (vvv)  No
                    Mortgage Loan is a “High-Cost Home Loan” under the New Jersey Home Ownership
                    Security Act of 2002 (the “NJ Act”); and each Mortgage Loan subject to the NJ
                    Act is considered under the NJ Act as, either, a (1) purchase
                    money Home Loan,
                    (2) purchase money Covered Loan, or (3) a rate/term refinance
                    Home Loan;


                   

                  (www)  No
                    Mortgage Loan originated in the city of Los Angeles, California
                    on or after the
                    effective date of the Los Angeles, California anti-predatory
                    lending ordinance
                    is a “high-cost refinance home loan” under such ordinance; 

                   

                  (xxx)  No
                    Mortgage Loan that is secured by property located within the
                    State of Maine
                    meets the definition of a (i) “high-rate, high-fee” mortgage loan under Article
                    VIII, Title 9-A of the Maine Consumer Credit Code No Mortgage
                    Loan or (ii)
“High-Cost Home Loan” as defined under the Maine House Bill 383 L.D. 494,
                    effective as of September 13, 2003; 

                   

                  (yyy)  No
                    Mortgagor agreed to submit to arbitration to resolve any dispute
                    arising out of
                    or relating in any way to the Mortgage Loan transaction; 

                   

                  (zzz)  With
                    respect to any Mortgage Loan for which a mortgage loan application
                    was submitted
                    by the Mortgagor after April 1, 2004, no such Mortgage Loan secured
                    by Mortgaged
                    Property in the State of Illinois which has a Mortgage Interest
                    Rate in excess
                    of 8.0% per annum has lender-imposed fees (or other charges)
                    in excess of 3.0%
                    of the original principal balance of the Mortgage Loan; 

                   

                  (aaaa)  The
                    Mortgagor has not made or caused to be made any payment in the
                    nature of an
‘average’ or ‘yield spread premium’ to a mortgage broker or a like Person which
                    has not been fully disclosed to the Mortgagor;

                   

                  (bbbb)  No
                    Mortgage Loan is a Convertible Mortgage Loan;

                   

                  (cccc)  No
                    Mortgage Loan secured by a Mortgaged Property located in the
                    Commonwealth of
                    Massachusetts was made to pay off or refinance an existing loan
                    or other debt of
                    the related borrower (as the term "borrower" is defined in the
                    regulations
                    promulgated by the Massachusetts Secretary of State in connection
                    with the
                    Massachusetts General Laws Chapter 183, Section 28C) unless (a)
                    the related
                    Mortgage Interest Rate (that would be effective once the introductory
                    rate
                    expires, with respect to Adjustable Rate Mortgage Loans) did
                    or would not exceed
                    by more than 2.50% the yield on United States Treasury securities
                    having
                    comparable periods of maturity to the maturity of the related
                    Mortgage Loan as
                    of the fifteenth day of the month immediately preceding the month
                    in which the
                    application for the extension of credit was received by the related
                    lender or
                    (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the
                    Massachusetts General Laws Chapter 183, Section 28C or the regulations
                    promulgated in connection therewith) and the related Mortgage
                    Note provides that
                    the related Mortgage Interest Rate may not exceed at any time
                    the Prime rate
                    index as published in the Wall Street Journal plus a margin of
                    one
                    percent;

                   

                  (dddd)  No
                    Mortgagor was charged “points and fees” in an amount greater than (a) $1,000 or
                    (b) 5% of the principal amount of the related Mortgage Loan,
                    whichever is
                    greater. For purposes of this representation, “points and fees” (x) include
                    origination, underwriting, broker and finder’s fees and charges that the lender
                    imposed as a condition of making the Mortgage Loan, whether they
                    are paid to the
                    lender or a third party; and (y) exclude bona fide discount points,
                    fees paid
                    for actual services rendered in connection with the origination
                    of the Mortgage
                    (such as attorneys’ fees, notaries fees and fees paid for property appraisals,
                    credit reports, surveys, title examinations and extracts, flood
                    and tax
                    certifications, and home inspections); the cost of mortgage insurance
                    or
                    credit-risk price adjustments; the costs of title, hazard, and
                    flood insurance
                    policies; state and local transfer taxes or fees; escrow deposits
                    for the future
                    payment of taxes and insurance premiums; and other miscellaneous
                    fees and
                    charges that, in total, do not exceed 0.25 percent of the loan
                    amount;
                    and

                   

                  (eeee)  With
                    respect to each Mortgage Loan, the related residence or dwelling
                    is not a
                    manufactured housing unit.

                   

                   

                

              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               


              EXHIBIT
                E

               

              REQUEST
                FOR RELEASE

              


               

              To: U.S.
                Bank
                National Association 

              1133
                Rankin Street, Suite 100

              EP-MN-TMZD

              St.
                Paul,
                MN 55116

              Attn:
                Document Collateral Services/ MASTR 2006-HE4

              


              Wells
                Fargo Bank, N.A.

              Attn:
                Inventory Control

              1015
                10th
                Avenue SE

              Minneapolis,
                MN 55414

              


              
                	 	
                        Re:

                      	
                        Pooling
                          and Servicing Agreement, dated as of November 1, 2006,

                        among
                          Mortgage Asset Securitization Transactions, Inc., Wells
                          Fargo

                        Bank,
                          N.A. as Master Servicer, Custodian and Trust Administrator,

                        Wells
                          Fargo Bank, N.A. as Servicer, Barclays
                          Capital Real Estate

                        Inc.
                          d/b/a HomEq Servicing and
                          U.S. Bank National Association,

                        Mortgage
                          Pass-Through Certificates, Series
                          2006-HE4

                      


              

               

              In
                connection with the administration of the Mortgage Loans held by
                you as
                Custodian pursuant to the above-captioned Pooling and Servicing Agreement,
                we
                request the release, and hereby acknowledge receipt of the [Custodian’s]
                [Trustee’s] Mortgage File Or the Mortgage Loan described below, for the reason
                indicated.

               

              In
                addition, all amounts have been received in connection with such
                payment,
                repurchase or liquidation and have been credited to the related Collection
                Account.

               

              Mortgage
                Loan Number:

               

              Mortgagor
                Name. Address & Zip Code:

               

              Reason
                for Requesting Documents
                (check
                one):

               

              
                	
                        1.

                      	
                        Mortgage
                          Paid in Full ____

                      
	 	 
	
                        2.
                          

                      	
                        Foreclosure
                          ____

                      
	 	 
	
                        3.
                          

                      	
                        Substitution
                          ____

                      
	 	 
	
                        4.

                      	
                        Other
                          Liquidation (Repurchases, etc.) ____

                      
	 	 
	
                        5.

                      	
                        Nonliquidation
                          Reason:
                          ______________________________________

                      


              

               

              Address
                to which Custodian should deliver

              the
                [Custodian's] [Trustee’s] Mortgage File:

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              
                	 	
                        By:

                      	 
	 	 	
                        (authorized
                          signer)

                      
	 	
                        Issuer:

                      	 
	 	
                        Address:

                      	 
	 	
                        Date:

                      	 


              

              [Custodian]
                [Trustee]

              [U.S.
                Bank National Association]

              [Wells
                Fargo Bank, N.A.]

              


              Please
                acknowledge the execution of the above request by your signature
                and date
                below:

               

              _____________________  ___________

              Signature
                   Date

               

              Documents
                returned to [Custodian][Trustee]:

               

              _____________________  ___________

              [Custodian][Trustee] Date

              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                F-1

               

              FORM
                OF
                TRANSFEROR REPRESENTATION LETTER

               

              [Date]

               

              Wells
                Fargo Bank, N.A.

              9062
                Old
                Annapolis Road

              Columbia,
                Maryland 21045

              Attn:
                Transfer Unit / MABS 2006-HE4

              


              
                	 	
                        Re:

                      	
                        MASTR
                          Asset Backed Securities Trust 2006-HE4,

                        Mortgage
                          Pass-Through Certificates, Class ___,

                        representing
                          a ___% Class ___ Percentage
                          Interest

                      


              

               

              Ladies
                and Gentlemen:

               

              In
                connection with the transfer by ________________ (the “Transferor”) to
                ________________ (the “Transferee”) of the captioned Mortgage Pass-Through
                certificates (the “Certificates”), the Transferor hereby certifies as
                follows:

               

              Neither
                the Transferor nor anyone acting on its behalf has (a) offered, pledged,
                sold,
                disposed of or otherwise transferred any Certificate, any interest
                in any
                Certificate or any other similar security to any person in any manner,
                (b) has
                solicited any offer to buy or to accept a pledge, disposition or
                other transfer
                of any Certificate, any interest in any Certificate or any other
                similar
                security from any person in any manner, (c) has otherwise approached
                or
                negotiated with respect to any Certificate, any interest in any Certificate
                or
                any other similar security with any person in any manner, (d) has
                made any
                general solicitation by means of general advertising or in any other
                manner, (e)
                has taken any other action, that (in the case of each of subclauses
                (a) through
                (e) above) would constitute a distribution of the Certificates under
                the
                Securities Act of 1933, as amended (the “1933 Act”), or would render the
                disposition of any Certificate a violation of Section 5 of the 1933
                Act or any
                state securities law or would require registration or qualification
                pursuant
                thereto. The Transferor will not act, nor has it authorized or will
                it authorize
                any person to act, in any manner set forth in the foregoing sentence
                with
                respect to any Certificate. The Transferor will not sell or otherwise
                transfer
                any of the Certificates, except in compliance with the provisions
                of that
                certain Pooling and Servicing Agreement, dated as of November 1,
                2006, among
                Mortgage Asset Securitization Transactions, Inc. as Depositor, Barclays
                Capital Real Estate Inc. d/b/a HomEq Servicing,
                as
                Servicer, Wells Fargo Bank, N.A. as Servicer, Wells Fargo Bank, N.A.
                as Master
                Servicer, Trust Administrator and Custodian and U.S. Bank National
                Association
                as Trustee (the “Pooling and Servicing Agreement”), pursuant to which Pooling
                and Servicing Agreement the Certificates were issued.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              Capitalized
                terms used but not defined herein shall have the meanings assigned
                thereto in
                the Pooling and Servicing Agreement.

               

              
                	 	
                        Very
                          truly yours,

                      
	 	
                        [Transferor]

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              FORM
                OF
                TRANSFEREE REPRESENTATION LETTER

               

              [Date]

               

              Wells
                Fargo Bank, N.A.

              9062
                Old
                Annapolis Road

              Columbia,
                Maryland 21045

              Attn:
                Transfer Unit / MABS 2006-HE4

              


              Swiss
                Re
                Financial Products Corporation

              55
                East
                52nd Street

              New
                York,
                New York 10055

              Attention:
                Head of Operations

              


              


              
                	 	
                        Re:

                      	
                        MASTR
                          Asset Backed Securities Trust 2006-HE4, Mortgage Pass-

                        Through
                          Certificates, Series 2006-HE4, Class ___, representing
                          a ___%

                        Class
                          ___
                          Percentage Interest

                      


              

               

              Ladies
                and Gentlemen:

               

              In
                connection with the purchase from ______________________ (the “Transferor”) on
                the date hereof of the captioned trust certificates (the “Certificates”),
                _______________ (the “Transferee”) hereby certifies as follows:

               

              1. The
                Transferee is a “qualified institutional buyer” as that term is defined in Rule
                144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
                completed either of the forms of certification to that effect attached
                hereto as
                Annex 1 or Annex 2. The Transferee is aware that the sale to it is
                being made in
                reliance on Rule 144A. The Transferee is acquiring the Certificates
                for its own
                account or for the account of a qualified institutional buyer, and
                understands
                that such Certificate may be resold, pledged or transferred only
                (i) to a person
                reasonably believed to be a qualified institutional buyer that purchases
                for its
                own account or for the account of a qualified institutional buyer
                to whom notice
                is given that the resale, pledge or transfer is being made in reliance
                on Rule
                144A, or (ii) pursuant to another exemption from registration under
                the 1933
                Act.

               

              2. The
                Transferee has been furnished with all information regarding (a)
                the
                Certificates and distributions thereon, (b) the nature, performance
                and
                servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
                referred to below, and (d) any credit enhancement mechanism associated
                with the
                Certificates, that it has requested.

               

              3. With
                respect to a transfer of the Class CE Certificates, the Transferee
                agrees to
                provide to the Trust Administrator, the Swap Provider and the Interest
                Rate Cap
                Provider the appropriate tax certification form (i.e., IRS Form W-9
                or IRS Form
                W-8BEN, W-8IMY or W-8ECI, as applicable (or any successor form thereto)),
                and
                agrees to update such forms (i) upon expiration of any such form,
                (ii) as
                required under then applicable U.S. Treasury regulations and (iii)
                promptly upon
                learning that any IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP
                or W-8ECI, as
                applicable (or any successor form thereto), has become obsolete or
                incorrect.
In
                addition, if the transfer contemplated hereby causes the Supplemental
                Interest
                Trust or the Cap Account to be beneficially owned by two or more
                persons for
                federal income tax purposes, or continue to be so treated, (a) each
                Transferee
                shall comply with the foregoing conditions, (b) the proposed majority
                Holder of
                the Class CE Certificates (or each Holder, if there is or would be
                no majority
                Holder) (A) shall provide, or cause to be provided, on behalf of
                the
                Supplemental Interest Trust and the Cap Account, if applicable, the
                appropriate
                tax certification form that would be required from the Supplemental
                Interest
                Trust or the Cap Account, as applicable, to eliminate any withholding
                or
                deduction for taxes from amounts payable by the Swap Provider or
                the Interest
                Rate Cap Provider, pursuant to the Interest Rate Swap Agreement or
                the Interest
                Rate Cap Agreement, to the Trust Administrator, the Swap Provider
                and the
                Interest Rate Cap Provider on behalf of the Supplemental Interest
                Trust or the
                Cap Account (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY or W-8ECI,
                as
                applicable (or any successor form thereto) as a condition to such
                transfer,
                together with any applicable attachments) and (B) each Transferee
                agrees to
                update such form (x) upon expiration of any such form, (y) as required
                under
                then applicable U.S. Treasury regulations and (z) promptly upon learning
                that
                such form has become obsolete or incorrect. 

              


              The
                Transferee hereby authorizes the Trust Administrator to provide any
                such tax
                certification form to the Swap Provider and the Interest Rate Cap
                Provider, upon
                its request, solely to the extent the Swap Provider or the Interest
                Rate Cap
                Provider has not received such IRS Form directly from the Holder
                of the Class CE
                Certificates. Each Holder of a Class CE Certificate by its purchase
                of such
                Certificate is deemed to consent to any such IRS Form being so forwarded.
                Upon
                the request of the Swap Provider or the Interest Rate Cap Provider,
                the Trust
                Administrator shall be required to forward any tax certification
                received by it
                to the Swap Provider or the Interest Rate Cap Provider at the last
                known address
                provided to it, and, subject to Section 8.01 of the Pooling and Servicing
                Agreement, shall not be liable for the receipt of such tax certification
                by the
                Swap Provider or the Interest Rate Cap Provider, nor any action taken
                or not
                taken by the Swap Provider or the Interest Rate Cap Provider with
                respect to
                such tax certification. Any purported sales or transfers of the Class
                CE
                Certificate to a Transferee which does not comply with the requirements
                of the
                preceding paragraph shall be deemed null and void under the Pooling
                and
                Servicing Agreement. The Trust Administrator shall have no duty to
                take any
                action to correct any misstatement or omission in any tax certification
                provided
                to it by the Holder of the Class CE Certificates and forwarded to
                the Swap
                Provider or the Interest Rate Cap Provider.

              


              All
                capitalized terms used but not otherwise defined herein have the
                respective
                meanings assigned thereto in the Pooling and Servicing Agreement,
                dated as of
                November 1, 2006, among Mortgage Asset Securitization Transactions,
                Inc. as
                Depositor, Barclays
                Capital Real Estate Inc. d/b/a HomEq Servicing,
                as
                Servicer, Wells Fargo Bank, N.A. as Servicer, Wells Fargo Bank, N.A.
                as Master
                Servicer, Trust Administrator and Custodian and U.S. Bank National
                Association
                as Trustee, pursuant to which the Certificates were issued.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              
                	 	
                        [TRANSFEREE]

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ANNEX
                1 TO EXHIBIT F-1

               

              QUALIFIED
                INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [FOR
                TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

               

              The
                undersigned hereby certifies as follows to [name of Transferor] (the
                “Transferor”) and Wells Fargo Bank, N.A., as Trust Administrator, with respect
                to the Mortgage Pass-Through certificates (the “Certificates”) described in the
                Transferee Certificate to which this certification relates and to
                which this
                certification is an Annex:

               

              1.
                As
                indicated below, the undersigned is the President, Chief Financial
                Officer,
                Senior Vice President or other executive officer of the entity purchasing
                the
                Certificates (the “Transferee”).

               

              2.
                In
                connection with purchases by the Transferee, the Transferee is a
“qualified
                institutional buyer” as that term is defined in Rule 144A under the Securities
                Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
                discretionary basis $______________________1 
                in
                securities (except for the excluded securities referred to below)
                as of the end
                of the Transferee's most recent fiscal year (such amount being calculated
                in
                accordance with Rule 144A) and (ii) the Transferee satisfies the
                criteria in the
                category marked below.

               

              ___
                CORPORATION, ETC. The Transferee is a corporation (other than a bank,
                savings
                and loan association or similar institution), Massachusetts or similar
                business
                trust, partnership, or any organization described in Section 501(c)(3)
                of the
                Internal Revenue Code of 1986.

               

              ___
                BANK.
                The Transferee (a) is a national bank or banking institution organized
                under the
                laws of any State, territory or the District of Columbia, the business
                of which
                is substantially confined to banking and is supervised by the State
                or
                territorial banking commission or similar official or is a foreign
                bank or
                equivalent institution, and (b) has an audited net worth of at least
                $25,000,000
                as demonstrated in its latest annual financial statements, a copy
                of which is
                attached hereto.

               

              ___
                SAVINGS AND LOAN. The Transferee (a) is a savings and loan association,
                building
                and loan association, cooperative bank, homestead association or
                similar
                institution, which is supervised and examined by a State or Federal
                authority
                having supervision over any such institutions or is a foreign savings
                and loan
                association or equivalent institution and (b) has an audited net
                worth of at
                least

               

              ___
                BROKER-DEALER. The Transferee is a dealer registered pursuant to
                Section 15 of
                the Securities Exchange Act of 1934.

               

              ___
                INSURANCE COMPANY. The Transferee is an insurance company whose primary
                and
                predominant business activity is the writing of insurance or the
                reinsuring of
                risks underwritten by insurance companies and which is subject to
                supervision by
                the insurance commissioner or a similar official or agency of a State,
                territory
                or the District of Columbia.

               

              ___
                STATE
                OR LOCAL PLAN. The Transferee is a plan established and maintained
                by a State,
                its political subdivisions, or any agency or instrumentality of the
                State or its
                political subdivisions, for the benefit of its employees.

               

              ___
                ERISA
                PLAN. The Transferee is an employee benefit plan within the meaning
                of Title I
                of the Employee Retirement Income Security Act of 1974.

               

              ___
                INVESTMENT ADVISOR. The Transferee is an investment advisor registered
                under the
                Investment Advisers Act of 1940.

               

              3.
                The
                term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that
                are affiliated with the Transferee, (ii) securities that are part
                of an unsold
                allotment to or subscription by the Transferee, if the Transferee
                is a dealer,
                (iii) securities issued or guaranteed by the U.S. or any instrumentality
                thereof, (iv) bank deposit notes and certificates of deposit, (v)
                loan
                participations, (vi) repurchase agreements, (vii) securities owned
                but subject
                to a repurchase agreement and (viii) currency, interest rate and
                commodity
                swaps.

               

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

               

              5.
                The
                Transferee acknowledges that it is familiar with Rule 144A and understands
                that
                the Transferor and other parties related to the Certificates are
                relying and
                will continue to rely on the statements made herein because one or
                more sales to
                the Transferee may be in reliance on Rule 144A.

               

              
                	
                        ___
                          

                      	
                        ___
                          

                      	
                        Will
                          the Transferee be purchasing the Certificates

                      
	
                        Yes
                          

                      	
                        No
                          

                      	
                        only
                          for the Transferee's own account?

                      
	 	 	 


              

              6.
                If the
                answer to the foregoing question is “no”, the Transferee agrees that, in
                connection with any purchase of securities sold to the Transferee
                for the
                account of a third party (including any separate account) in reliance
                on Rule
                144A, the Transferee will only purchase for the account of a third
                party that at
                the time is a “qualified institutional buyer” within the meaning of Rule 144A.
                In addition, the Transferee agrees that the Transferee will not purchase
                securities for a third party unless the Transferee has obtained a
                current
                representation letter from such third party or taken other appropriate
                steps
                contemplated by Rule 144A to conclude that such third party independently
                meets
                the definition of “qualified institutional buyer” set forth in Rule
                144A.

               

              7.
                The
                Transferee will notify each of the parties to which this certification
                is made
                of any changes in the information and conclusions herein. Until such
                notice is
                given, the Transferee's purchase of the Certificates will constitute
                a
                reaffirmation of this certification as of the date of such purchase.
                In
                addition, if the Transferee is a bank or savings and loan as provided
                above, the
                Transferee agrees that it will furnish to such parties updated annual
                financial
                statements promptly after they become available.

               

              Dated:
                ___________

               

              
                	 	
                        Print
                          Name of Transferee

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              


              
                

                  

                  
                    1 Transferee
                      must own and/or invest on a discretionary basis at least $100,000,000
                      in
                      securities unless Transferee is a dealer, and, in that case,
                      Transferee must own
                      and/or invest on a discretionary basis at least $10,000,000
                      in securities.
                      $25,000,000 as demonstrated in its latest annual financial
                      statements, A COPY OF
                      WHICH IS ATTACHED HERETO.

                     

                  

                

              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              ANNEX
                2 TO EXHIBIT F-1

               

              QUALIFIED
                INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

               

              [FOR
                TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

               

              The
                undersigned hereby certifies as follows to [name of Transferor] (the
                “Transferor”) and Wells Fargo Bank, N.A., as Trust Administrator, with respect
                to the Mortgage Pass-Through certificates (the “Certificates”) described in the
                Transferee Certificate to which this certification relates and to
                which this
                certification is an Annex:

               

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

               

              2.
                In
                connection with purchases by the Transferee, the Transferee is a
“qualified
                institutional buyer” as defined in Rule 144A because (i) the Transferee is an
                investment company registered under the Investment Company Act of
                1940, and (ii)
                as marked below, the Transferee alone, or the Transferee's Family
                of Investment
                Companies, owned at least $100,000,000 in securities (other than
                the excluded
                securities referred to below) as of the end of the Transferee's most
                recent
                fiscal year. For purposes of determining the amount of securities
                owned by the
                Transferee or the Transferee's Family of Investment Companies, the
                cost of such
                securities was used.

               

              
                	 	
                        ____
                          

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

                      


              

               

              
                	 	
                        ____
                          

                      	 	
                        The
                          Transferee is part of a Family of Investment Companies
                          which owned in the
                          aggregate $______________ in securities (other than the
                          excluded
                          securities referred to below) as of the end of the Transferee's
                          most
                          recent fiscal year (such amount being calculated in accordance
                          with Rule
                          144A).

                      


              

               

              3.
                The
                term “FAMILY OF INVESTMENT COMPANIES” as used herein means two or more
                registered investment companies (or series thereof) that have the
                same
                investment adviser or investment advisers that are affiliated (by
                virtue of
                being majority owned subsidiaries of the same parent or because one
                investment
                adviser is a majority owned subsidiary of the other).

               

              4.
                The
                term “SECURITIES” as used herein does not include (i) securities of issuers that
                are affiliated with the Transferee or are part of the Transferee's
                Family of
                Investment Companies, (ii) securities issued or guaranteed by the
                U.S. or any
                instrumentality thereof, (iii) bank deposit notes and certificates
                of deposit,
                (iv) loan participations, (v) repurchase agreements, (vi) securities
                owned but
                subject to a repurchase agreement and (vii) currency, interest rate
                and
                commodity swaps.

               

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

               

              6.
                The
                undersigned will notify the parties to which this certification is
                made of any
                changes in the information and conclusions herein. Until such notice,
                the
                Transferee's purchase of the Certificates will constitute a reaffirmation
                of
                this certification by the undersigned as of the date of such
                purchase.

               

              Dated:
                __________

               

              
                	 	
                        Print
                          Name of Transferee or Advisor

                      
	 	
                        By:

                      	 
	 	
                        Name

                      	 
	 	
                        Title

                      	 
	 	 	 
	 	 	 
	 	
                        IF
                          AN ADVISER:

                      
	 	 	 
	 	 
	 	
                        Print
                          Name of Buyer

                      


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              FORM
                OF TRANSFEREE REPRESENTATION LETTER

               

              The
                undersigned hereby certifies on behalf of the purchaser named below
                (the
“Purchaser”) as follows:

               

              1.
                I am
                an executive officer of the Purchaser.

               

              2.
                The
                Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
                144A”) under the Securities Act of 1933, as amended.

               

              3.
                As of
                the date specified below (which is not earlier than the last day
                of the
                Purchaser's most recent fiscal year), the amount of “securities”, computed for
                purposes of Rule 144A, owned and invested on a discretionary basis
                by the
                Purchaser was in excess of $100,000,000.

               

              
                	 	
                        Name
                          of Purchaser

                        __________________________

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              


               

              Date
                of
                this certificate: ______________

               

              Date
                of
                information provided in paragraph 3: ______________

              



              EXHIBIT
                F-2

               

              FORM
                OF
                TRANSFER AFFIDAVIT AND AGREEMENT

               

              
                	
                        STATE
                          OF NEW YORK

                      	
                        )

                      	 
	 	
                        )

                      	
                        ss.:

                      
	
                        COUNTY
                          OF NEW YORK

                      	
                        )

                      	 


              

               

              1.  The
                undersigned is an officer of the proposed Transferee of an Ownership
                Interest in
                a Class [R] [R-X] Certificate (the “Certificate”) issued pursuant to the Pooling
                and Servicing Agreement, (the “Agreement”), relating to the above-referenced
                Certificates, dated as of November 1, 2006 (the “Agreement”),
                among
                Mortgage Asset Securitization Transactions, Inc., as depositor (the
                “Depositor”),
                Barclays
                Capital Real Estate Inc. d/b/a HomEq Servicing (“HomEq Servicing”),
                as
                servicer, Wells Fargo Bank, N.A., as servicer (together with HomEq
                Servicing,
                the “Servicers”),
                Wells
                Fargo Bank, N.A., master servicer (“the Master
                Servicer”),
                trust
                administrator (the “Trust Administrator”) and custodian (the “Custodian”)
                and
                U.S. Bank National Association, 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 for the benefit of the Depositor and the Trustee.

               

              2.  The
                Transferee is, as of the date hereof, and will be, as of the date
                of the
                Transfer, a Permitted Transferee. The Transferee is acquiring its
                Ownership
                Interest in the Certificate for its own account. The Transferee has
                no knowledge
                that any such affidavit is false.

               

              3.  The
                Transferee has been advised of, and understands that (i) a tax will be
                imposed on Transfers of the Certificate to Persons that are not Permitted
                Transferees; (ii) such tax will be imposed on the transferor, or, if such
                Transfer is through an agent (which includes a broker, nominee or
                middleman) for
                a Person that is not a Permitted Transferee, on the agent; and (iii) the
                Person otherwise liable for the tax shall be relieved of liability
                for the tax
                if the subsequent Transferee furnished to such Person an affidavit
                that such
                subsequent Transferee is a Permitted Transferee and, at the time
                of Transfer,
                such Person does not have actual knowledge that the affidavit is
                false.

               

              4.  The
                Transferee has been advised of, and understands that a tax will be
                imposed on a
“pass-through entity” holding the Certificate if at any time during the taxable
                year of the pass-through entity a Person that is not a Permitted
                Transferee is
                the record holder of an interest in such entity. The Transferee understands
                that
                such tax will not be imposed for any period with respect to which
                the record
                holder furnishes to the pass-through entity an affidavit that such
                record holder
                is a Permitted Transferee and the pass-through entity does not have
                actual
                knowledge that such affidavit is false. (For this purpose, a “pass-through
                entity” includes a regulated investment company, a real estate investment
                trust
                or common trust fund, a partnership, trust or estate, and certain
                cooperatives
                and, except as may be provided in Treasury Regulations, persons holding
                interests in pass-through entities as a nominee for another
                Person.)

               

              5.  The
                Transferee has reviewed the provisions of Section 5.02 (c) of the
                Agreement and
                understands the legal consequences of the acquisition of an Ownership
                Interest
                in the Certificate including, without limitation, the restrictions
                on subsequent
                Transfers and the provisions regarding voiding the Transfer and mandatory
                sales.
                The Transferee expressly agrees to be bound by and to abide by the
                provisions of
                Section 5.02 (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 L 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 has historically paid its debts as they have come due,
                intends to pay
                its debts as they come due in the future, and understands that the
                taxes payable
                with respect to the Certificate may exceed the cash flow with respect
                thereto in
                some or all periods and intends to pay such taxes as they become
                due. The
                Transferee does not have the intention to impede the assessment or
                collection of
                any tax legally required to be paid with respect to the
                Certificate.

               

              8.  The
                Transferee’s taxpayer identification number is [_____________].

               

              9.  The
                Transferee is a U.S. Person as defined in Code
                Section 7701(a)(30).

               

              10.  The
                Transferee is aware that the Certificate may be a “noneconomic residual
                interest” within the meaning of proposed Treasury regulations promulgated
                pursuant to the Code and that the transferor of a noneconomic residual
                interest
                will remain liable for any taxes due with respect to the income on
                such residual
                interest, unless no significant purpose of the transfer was to impede
                the
                assessment or collection of tax.

               

              11.  The
                Transferee will not cause income from the Certificate to be attributable
                to a
                foreign permanent establishment or fixed base, within the meaning
                of an
                applicable income tax treaty, of the Transferee or any other U.S.
                person.

               

              12.  Check
                one
                of the following:

               

              o  
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.

               

              o   The
                transfer of the
                Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5)
                and
                (6) and, accordingly,

               

              
                	 	
                        (i)

                      	
                        the
                          Transferee is an “eligible corporation,” as defined in U.S. Treasury
                          Regulations Section 1.860E-1(c)(6)(i), as to which income
                          from the
                          Certificate will only be taxed in the United
                          States;

                      


              

               

              
                	 	
                        (ii)

                      	
                        at
                          the time of the transfer, and at the close of the Transferee’s two fiscal
                          years preceding the year of the transfer, the Transferee
                          had gross assets
                          for financial reporting purposes (excluding any obligation
                          of a person
                          related to the Transferee within the meaning of U.S. Treasury
                          Regulations
                          Section 1.860E-1(c)(6)(ii)) in excess of $100 million and
                          net assets in
                          excess of $10 million;

                      


              

               

              
                	 	
                        (iii)

                      	
                        the
                          Transferee will transfer the Certificate only to another
“eligible
                          corporation,” as defined in U.S. Treasury Regulations Section
                          1.860E-1(c)(6)(i), in a transaction that satisfies the
                          requirements of
                          Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section
                          1.860E-1(c)(5) of
                          the U.S. Treasury Regulations;
                          and

                      


              

               

              
                	 	
                        (iv)

                      	
                        the
                          Transferee determined the consideration paid to it to acquire
                          the
                          Certificate based on reasonable market assumptions (including,
                          but not
                          limited to, borrowing and investment rates, prepayment
                          and loss
                          assumptions, expense and reinvestment assumptions, tax
                          rates and other
                          factors specific to the Transferee) that it has determined
                          in good
                          faith.

                      


              

               

              o   None
                of the
                above.

               

              13.  The
                Transferee is not an employee benefit plan that is subject to Title
                I of ERISA
                or a plan that is subject to Section 4975 of the Code or a plan subject to
                any Federal, state or local law that is substantially similar to
                Title I of
                ERISA or Section 4975 of the Code, and the Transferee is not acting
                on behalf of
                or investing plan assets of such a plan.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Owner has caused this instrument to be executed
                on its
                behalf, pursuant to the authority of its Board of Directors, by its
                [Vice]
                President, attested by its [Assistant] Secretary, this ____ day of
                __________,
                20__.

               

              
                	 	
                        [OWNER]

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	
                        [Vice]
                          President

                      


              

              


               

              ATTEST:

               

              
                	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	
                        [Assistant]
                          Secretary

                      


              

              


               

              Personally
                appeared before me the above-named , known or proved to me to be
                the same person
                who executed the foregoing instrument and to be a [Vice] President
                of the Owner,
                and acknowledged to me that [he/she] executed the same as [his/her]
                free act and
                deed and the free act and deed of the Owner.

               

              Subscribed
                and sworn before me this ____ day of __________, 20___.

               

              
                	 	 
	 	
                        Notary
                          Public

                      
	 	
                         

                        County
                          of __________________ 

                        State
                          of ___________________

                         

                        My
                          Commission expires:

                      


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              FORM
                OF TRANSFEROR AFFIDAVIT

               

              
                	
                        STATE
                          OF NEW YORK

                      	
                        )

                      	 
	 	
                        )

                      	
                        ss.:

                      
	
                        COUNTY
                          OF NEW YORK

                      	
                        )

                      	 


              

               

              __________________________,
                being duly sworn, deposes, represents and warrants as follows:

               

              1.
                 I
                am a
                ____________________ of ____________________________ (the “Owner”), a
                corporation duly organized and existing under the laws of ______________,
                on
                behalf of whom I make this affidavit.

               

              2.
                 The
                Owner
                is not transferring the Residual Certificates (the “Residual Certificates”) to
                impede the assessment or collection of any tax.

               

              3.
                 The
                Owner
                has no actual knowledge that the Person that is the proposed transferee
                (the
“Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
                any taxes owed by such proposed transferee as holder of the Residual
                Certificates; (ii) may become insolvent or subject to a bankruptcy
                proceeding
                for so long as the Residual Certificates remain outstanding; and
                (iii) is not a
                Permitted Transferee.

               

              4.
                 The
                Owner
                understands that the Purchaser has delivered to the Trust Administrator
                a
                transfer affidavit and agreement in the form attached to the Pooling
                and
                Servicing Agreement as Exhibit F-2. The Owner does not know or believe
                that any
                representation contained therein is false.

               

              5.
                 At
                the
                time of transfer, the Owner has conducted a reasonable investigation
                of the
                financial condition of the Purchaser as contemplated by Treasury
                Regulations
                Section 1.860E-1(c)(4)(i) and, as a result of that investigation,
                the Owner has
                determined that the Purchaser has historically paid its debts as
                they became due
                and has found no significant evidence to indicate that the Purchaser
                will not
                continue to pay its debts as they become due in the future. The Owner
                understands that the transfer of a Residual Certificate may not be
                respected for
                United States income tax purposes (and the Owner may continue to
                be liable for
                United States income taxes associated therewith) unless the Owner
                has conducted
                such an investigation.

               

              6.
                 Capitalized
                terms not otherwise defined herein shall have the meanings ascribed
                to them in
                the Pooling and Servicing Agreement.


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              IN
                WITNESS WHEREOF, the Owner has caused this instrument to be executed
                on its
                behalf, pursuant to the authority of its Board of Directors, by its
                [Vice]
                President, attested by its [Assistant] Secretary, this ____ day of
                ___________,
                20__.

               

              
                	 	
                        [OWNER]

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	
                        [Vice]
                          President

                      


              

              


               

              
                	 	
                        ATTEST:

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	
                        [Assistant]
                          Secretary

                      


              

              


               

              Personally
                appeared before me the above-named , known or proved to me to be
                the same person
                who executed the foregoing instrument and to be a [Vice] President
                of the Owner,
                and acknowledged to me that [he/she] executed the same as [his/her]
                free act and
                deed and the free act and deed of the Owner.

               

              Subscribed
                and sworn before me this ____ day of __________, 20___.

               

              
                	 	 
	 	
                        Notary
                          Public

                      
	 	
                         

                        County
                          of __________________ 

                        State
                          of ___________________

                         

                        My
                          Commission expires:

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


               

              EXHIBIT
                G

               

              FORM
                OF
                CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

               

              _____________,
                [2006]

               

              Mortgage
                Asset Securitization Transactions, Inc.

              1285
                Avenue of the Americas

              New
                York,
                New York 10019

               

              Wells
                Fargo Bank, N.A.

              9062
                Old
                Annapolis Road

              Columbia,
                Maryland 21045

              


              U.S.
                Bank
                National Association 

              60
                Livingston Avenue

              EP-MN-WS3D
                

              St.
                Paul,
                MN 55107 

              Attn:
                Structured Finance/ MASTR 2006-HE4

              


               

              
                	 	
                        Re:

                      	
                        MASTR
                          Asset Backed Securities Trust 2006-HE4,

                        Mortgage
                          Pass-Through Certificates, Class


                      


              

               

              Dear
                Sirs:

               

              _______________________
                (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of MASTR Asset
                Backed Securities Trust 2006-HE4, Mortgage Pass-Through Certificates,
                Series
                2006-HE4, Class [CE] [P] [R](the “Certificates”), issued pursuant to a Pooling
                and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of
                November 1, 2006, among Mortgage Asset Securitization Transactions,
                Inc. as
                depositor (the “Depositor”), Wells Fargo Bank, N.A. as master servicer, trust
                administrator and custodian (the “Master Servicer”, the “Trust Administrator”
and the “Custodian”), Wells Fargo Bank, N.A. as a servicer, Barclays
                Capital Real Estate Inc. d/b/a HomEq Servicing
                as a
                servicer (together with Wells Fargo Bank, N.A., the “Servicers”) and U.S. Bank
                National Association as trustee (the “Trustee”). Capitalized terms used herein
                and not otherwise defined shall have the meanings assigned thereto
                in the
                Pooling and Servicing Agreement. The Transferee hereby certifies,
                represents and
                warrants to, and covenants with the Depositor, the Trust Administrator,
                the
                Trustee and the Master Servicer that: 

               

              The
                Certificates (i) are not being acquired by, and will not be transferred
                to, any
                employee benefit plan within the meaning of section 3(3) of the Employee
                Retirement Income Security Act of 1974, as amended (“ERISA”), or other
                retirement arrangement, including individual retirement accounts
                and annuities,
                Keogh plans and bank collective investment funds and insurance company
                general
                or separate accounts in which such plans, accounts or arrangements
                are invested,
                that is subject to Section 406 of ERISA or Section 4975 of the Internal
                Revenue
                Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
                acquired with “plan assets” of a Plan within the meaning of the Department of
                Labor (“DOL”) regulation, 29 C.F.R. ss. 2510.3-101, and (iii) will not be
                transferred to any entity that is deemed to be investing in plan
                assets within
                the meaning of the DOL regulation at 29 C.F.R. ss. 2510.3-101.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              
                	 	
                        Very
                          truly yours,

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


               

              EXHIBIT
                H

               

              FORM
                OF
                REPORT PURSUANT TO SECTION 4.06

               

              SECURITIES
                AND EXCHANGE COMMISSION

               

              WASHINGTON,
                D.C. 20549

               

              FORM
                10-K

               

              ANNUAL
                REPORT

               

              Pursuant
                to Section 13 or 15(d) of the

              SECURITIES
                EXCHANGE ACT OF 1934 (FEE REQUIRED)

               

              FOR
                FISCAL YEAR ENDED ________________

               

              COMMISSION
                FILE NUMBER: 333-_______

               

              MORTGAGE
                ASSET SECURITIZATION TRANSACTIONS, INC.

              (as
                depositor under the Pooling and Servicing Agreement,

              dated
                as
                of November 1, 2006, providing for the issuance of

              MORTGAGE
                PASS-THROUGH CERTIFICATES, SERIES 2006-HE4)

               

              Mortgage
                Asset Securitization Transactions, Inc.

               

              (EXACT
                NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               

              
                	 	 	 
	
                        Delaware

                      	 	
                        [__]              

                      
	
                        (State
                          or Other Jurisdiction

                        of
                          Incorporation)

                      	 	
                        (I.R.S.
                          Employer

                        Identification
                          No.)

                      
	 	 	 
	
                        1285
                          Avenue of the Americas

                        New
                          York, New York 10019

                      	 	
                        10019

                      
	
                        (Address
                          of Principal Executive Offices)

                      	
                        (Zip
                          Code)

                      


              

              


               

              Registrant's
                telephone number, including area code: [___]

               

              Securities
                registered pursuant to Section 12(b) of the Act:

               

              None

               

              Securities
                registered pursuant to Section 12(g) of the Act:

               

              None

               

              Indicate
                whether the Registrant: (1) has filed all reports required to be
                filed by
                Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

               
                X   YES
                 ___No

              Item
                1.
                Business:

               

              Not
                applicable

               

              Item
                2.
                Properties:

               

              Not
                applicable

               

              Item
                3.
                Legal Proceedings:

               

              None

               

              Item
                4.
                Submission of Matters to a Vote of Security-Holders

               

              None

               

              Item
                5.
                Market for Registrant's Common Equity and Related Stockholder
                Matters

               

              To
                the
                best knowledge of the registrant there is no established public trading
                market
                for the certificates.

               

              There
                are
                approximately _____ holders of record as of the end of the reporting
                year.

               

              Item
                6.
                Selected Financial Data.

               

              Not
                applicable.

               

              Item
                7.
                Management's Discussion and Analysis of Financial Condition and Results
                of
                Operations

               

              Not
                applicable

               

              Item
                8.
                Financial Statements and Supplementary Data.

               

              Not
                applicable.

               

              Item
                9.
                Changes in and Disagreements With Accountants on Accounting and Financial
                Disclosure

               

              None

               

              Item
                10.

               

              Not
                applicable

               

              Item
                11.
                Executive Compensation

               

              Not
                applicable

               

              Item
                12.
                Security Ownership of Certain Beneficial Owners and Management

               

              Not
                applicable

               

              Item
                13.
                Certain Relationships and Related Transactions

               

              Not
                applicable

               

              Item
                14.
                Exhibits, Financial Statement Schedules, and Reports on Form 8-K

               

              a)
                 The
                company filed on Form 8-K, separately for each distribution date,
                the distribution
                of funds related to the trust for each of the following
                distribution dates:

               

              Distribution
                Date   Form
                8-K Filing Date

              _________________
                  ________________

              _________________
                  ________________

              _________________
                  ________________

               

              b)
                 99.1
                 Annual
                Report of Independent Public Accountants' as to o master
                servicing activities
                or servicing activities, as applicable

               

              (a)
                Wells
                Fargo Bank, N.A., as Master Servicer

               

              99.2
                 Annual
                Statement of Compliance with obligations under the Pooling and Servicing
                Agreement or servicing agreement, as applicable, of:

               

              (a)
                Wells
                Fargo Bank, N.A., as Master Servicer

               

              Such
                document (i) is not filed herewith since such document was not received
                by the
                Reporting Person at least three business days prior to the due date
                of this
                report; and (ii) will be included in an amendment to this report
                on Form 10-K/A
                to be filed within 30 days of the Reporting Person's receipt of such
                document.

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              SIGNATURES

               

              Pursuant
                to the requirements of Section 13 or 15(d) of the Securities Exchange
                Act of
                1934, the registrant has duly caused this report to be signed on
                its behalf by
                the undersigned thereunto duly authorized.

               

              Date:
                ___________

               

              
                	 	
                        Mortgage
                          Asset Securitization Transactions, Inc., by Wells Fargo
                          Bank, N.A., as
                          Trust Administrator for MASTR Asset Backed Securities Trust
                          2006-HE4,
                          Mortgage Pass-Through Certificates

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 
	 	
                        Company:

                      	 


              

              


               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              



              EXHIBIT
                I

               

              FORM
                OF
                LOST NOTE AFFIDAVIT

               

              Loan
                #:
                ____________

              BORROWER:
                _____________

               

              LOST
                NOTE
                AFFIDAVIT

               

              I,
                as
                ____________________ of ______________________, a _______________
                corporation am
                authorized to make this Affidavit on behalf of _____________________
                (the
“Seller”). In connection with the administration of the Mortgage Loans held
                by
                ____________________, a _________________ corporation as Seller on
                behalf of
                Mortgage Asset Securitization Transactions, Inc. (the “Purchaser”),
                _____________________ (the “Deponent”), being duly sworn, deposes and says
                that:

               

              1.          
                 The
                Seller's address
                is:                      
 _____________________

              _____________________

              _____________________

               

              
                	 	
                        2.

                      	
                        The
                          Seller previously delivered to the Purchaser a signed Initial
                          Certification with respect to such Mortgage and/or Assignment
                          of
                          Mortgage;

                      


              

               

              3.            Such
                Mortgage Note and/or Assignment of Mortgage was assigned or sold
                to the
                Purchaser by ________________________, a ____________ corporation
 pursuant
                to the terms and provisions of a Mortgage Loan Purchase Agreement
                dated as of
                __________ __, _____;

               

              
                	 	
                        4.

                      	
                        Such
                          Mortgage Note and/or Assignment of Mortgage is not outstanding
                          pursuant to
                          a request for release of Documents;

                      


              

               

              
                	 	
                        5.
                          

                      	
                        Aforesaid
                          Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
                          lost;

                      


              

               

              
                	 	
                        6.

                      	
                        Deponent
                          has made or caused to be made a diligent search for the
                          Original and has
                          been unable to find or recover
                          same;

                      


              

               

              
                	 	
                        7.

                      	
                        The
                          Seller was the Seller of the Original at the time of the
                          loss;
                          and

                      


              

               

              
                	 	
                        8.

                      	
                        Deponent
                          agrees that, if said Original should ever come into Seller's
                          possession,
                          custody or power, Seller will immediately and without consideration
                          surrender the Original to the
                          Purchaser.

                      


              

               

              
                	 	
                        9.

                      	
                        Attached
                          hereto is a true and correct copy of (i) the Note, endorsed
                          in blank by
                          the Mortgagee and (ii) the Mortgage or Deed of Trust (strike
                          one) which
                          secures the Note, which Mortgage or Deed of Trust is recorded
                          in the
                          county where the property is
                          located.

                      


              

               

              10. Deponent
                hereby agrees that the Seller (a) shall indemnify and hold harmless
                the
                Purchaser, its successors and assigns, against any loss, liability
                or damage,
                including reasonable attorney's fees, resulting from the unavailability
                of any
                Notes, including but not limited to any loss, liability or damage
                arising from
                (i) any false statement contained in this Affidavit, (ii) any claim
                of any party
                that has already purchased a mortgage loan evidenced by the Lost
                Note or any
                interest in such mortgage loan, (iii) any claim of any borrower with
                respect to
                the existence of terms of a mortgage loan evidenced by the Lost Note
                on the
                related property to the fact that the mortgage loan is not evidenced
                by an
                original note and (iv) the issuance of a new instrument in lieu thereof
                (items
                (i) through (iv) above hereinafter referred to as the “Losses”) and (b) if
                required by any Rating Agency in connection with placing such Lost
                Note into a
                Pass-Through Transfer, shall obtain a surety from an insurer acceptable
                to the
                applicable Rating Agency to cover any Losses with respect to such
                Lost
                Note.

               

              11. This
                Affidavit is intended to be relied upon by the Purchaser, its successors
                and
                assigns. _____________________, a ______________ corporation represents
                and
                warrants that is has the authority to perform its obligations under
                this
                Affidavit of Lost Note.

               

              Executed
                this ____ day, of ___________ ______.

               

               

              
                	 	
                        SELLER

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              


              On
                this
                _____ day of ________, _____, before me appeared _________________
                to me
                personally known, who being duly sworn did say that he is the
                _____________________ of ____________________ a ______________ corporation
                and
                that said Affidavit of Lost Note was signed and sealed on behalf
                of such
                corporation and said acknowledged this instrument to be the free
                act and deed of
                said corporation.

               

              Signature:

               

              [Seal]

              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                J-1

               

              FORM
                CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER

              WITH
                FORM
                10-K

               

              Certification

               

              I,
                [identify the certifying individual], certify that:

               

              1. I
                have
                reviewed this annual report on Form 10-K, and all reports on Form
                10-D required
                to be filed in respect of the period covered by this report on Form
                10-K of
                [identify issuing entity] (i.e., the name of the specific deal to
                which this
                certification relates rather than just the name of the Depositor)]
                (the
“Exchange Act periodic reports”);

               

              2. Based
                on
                my knowledge, the Exchange Act periodic reports, taken as a whole,
                do not
                contain any untrue statement of a material fact or omit to state
                a material fact
                necessary to make the statements made, in light of the circumstances
                under which
                such statements were made, not misleading with respect to the period
                covered by
                this report;

               

              3. Based
                on
                my knowledge, all of the distribution, servicing and other information
                required
                to be provided under Form 10-D for the period covered by this report
                is included
                in the Exchange Act periodic reports;

               

              4.
                 I
                am
                responsible for reviewing the activities performed by the servicer
                and based on
                my knowledge and the compliance review conducted in preparing the
                servicer
                compliance statement required in this report under Item 1123 of Regulation
                AB,
                and except as disclosed in the Exchange Act periodic reports, the
                servicer has
                fulfilled its obligations under the servicing agreement; and

               

              5. All
                of
                the reports on assessment of compliance with servicing criteria for
                asset-backed
                securities and their related attestation reports on assessment of
                compliance
                with servicing criteria for asset-backed securities required to be
                included in
                this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules
                13a-18 and 15d-18 have been included as an exhibit to this report,
                except as
                otherwise disclosed in this report. Any material instances of noncompliance
                described in such reports have been disclosed in this report on Form
                10-K.

               

              In
                giving
                the certifications above, I have reasonably relied on information
                provided to me
                by the following unaffiliated parties: [_________________].


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              
                	 	
                        WELLS
                          FARGO BANK, N.A.

                      
	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 
	 	
                        Date:

                      	 


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                J-2

               

              FORM
                OF
                CERTIFICATION TO BE PROVIDED TO MASTER SERVICER BY THE SERVICERS


              


              Wells
                Fargo Bank, N.A.

              9062
                Old
                Annapolis Road

              Columbia,
                Maryland 21045

              


              


              
                	 	
                        Re:

                      	
                        Pooling
                          and Servicing Agreement, dated as of November 1, 2006,
                          among

                        Mortgage
                          Asset Securitization Transactions, Inc., Wells Fargo Bank,
                          N.A.
                          as

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

                        Servicer,
                          Barclays
                          Capital Real Estate Inc. d/b/a HomEq Servicing as Servicer and

                        U.S.
                          Bank National
                          Association (the “Agreement”) 

                      


              

               

              [Wells
                Fargo Bank, N.A.] [Barclays Capital Real Estate Inc. d/b/a HomEq
                Servicing],
                as
                Servicer hereby certifies to the Master Servicer that:

               

              (A)  I
                have
                reviewed the servicer compliance statement of the Company provided
                in accordance
                with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
                assessment of the Company’s compliance with the servicing criteria set forth in
                Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
                with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934,
                as amended
                (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
                Assessment”), the registered public accounting firm’s attestation report
                provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
                Act and
                Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
                reports, officer’s certificates and other information relating to the servicing
                of the Mortgage Loans by the Company during 200[ ] that were delivered
                by the
                Company to the Depositor pursuant to the Agreement (collectively,
                the “Company
                Servicing Information”);

               

              (B)  Based
                on
                my knowledge, the Company Servicing Information, taken as a whole,
                does not
                contain any untrue statement of a material fact or omit to state
                a material fact
                necessary to make the statements made, in the light of the circumstances
                under
                which such statements were made, not misleading with respect to the
                period of
                time covered by the Company Servicing Information;

               

              (C)  Based
                on
                my knowledge, all of the Company Servicing Information required to
                be provided
                by the Company under the Agreement has been provided to the
                Depositor;

               

              (D)  I
                am
                responsible for reviewing the activities performed by the Company
                as servicer
                under the Agreement, and based on my knowledge and the compliance
                review
                conducted in preparing the Compliance Statement and except as disclosed
                in the
                Compliance Statement, the Servicing Assessment or the Attestation
                Report, the
                Company has fulfilled its obligations under the Agreement in all
                material
                respects; and

               

              (E)  The
                Compliance Statement required to be delivered by the Company pursuant
                to this
                Agreement, and the Servicing Assessment and Attestation Report required
                to be
                provided by the Company and by any Subservicer and Subcontractor
                pursuant to the
                Agreement, have been provided to the Depositor. Any material instances
                of
                noncompliance described in such reports have been disclosed to the
                Depositor.
                Any material instance of noncompliance with the Servicing Criteria
                has been
                disclosed in such reports.

              
 

              
                	 	
                        Date:
                          _________________________

                      
	 	 
	 	 
	 	
                        By: _______________________________

                      
	 	
                        Name:

                      
	 	
                        Title:

                      


              

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               


              EXHIBIT
                K

               

              FORM
                OF
                CAP CONTRACT

               

              

                
                  	
                          DATE:

                        	 	
                          November
                            30, 2006

                        
	 	 	 
	
                          TO:

                        	 	
                          Wells
                            Fargo Bank, N.A. not in its individual capacity but solely
                            as Trust
                            Administrator with respect to the MASTR Asset Backed
                            Securities Trust
                            2006-HE4, Mortgage Pass Through Certificates, Series
                            2006-HE4

                        
	
                          ATTENTION:

                        	 	
                          Client
                            Manager - MABS 2006-HE4

                        
	
                          TELEPHONE:

                        	 	
                          (410)
                            884-2000

                        
	
                          FACSIMILE:

                        	 	
                          (410)
                            715-2380

                        
	 	 	 
	
                          FROM:

                        	 	
                          Swiss
                            Re Financial Products Corporation

                        
	
                          TELEPHONE:

                        	 	
                          (212)
                            407 7322

                        
	
                          FACSIMILE:
                            

                        	 	
                          (917)
                            322 7201

                        
	 	 	 
	
                          SUBJECT:

                        	 	
                          Fixed
                            Income Derivatives Confirmation 

                        
	 	 	 
	
                          REFERENCE
                            NUMBER:

                        	 	
                          1148792

                        


                

                 

              

              The
                purpose of this long-form confirmation (“Confirmation”)
                is to
                confirm the terms and conditions of the current Transaction entered
                into on the
                Trade Date specified below (the “Transaction”)
                between
                Swiss Re Financial Products Corporation (“Party
                A”) and
                Wells
                Fargo Bank, N.A., not individually, but solely as trust administrator
                (the
“Trust Administrator”) with respect to the MASTR Asset Backed Securities Trust
                2006-HE4, Mortgage Pass Through Certificates, Series 2006-HE4 (the
“Supplemental
                Interest Trust”) (“Party
                B”)
                created
                under the Pooling and Servicing Agreement, dated as of November 1,
                2006, among
                Mortgage Asset Securitization Transactions, Inc., as depositor, Wells
                Fargo
                Bank, N.A., as master servicer and trust administrator, Barclays
                Capital Real
                Estate Inc. d/b/a HomEq Servicing and Wells Fargo Bank, N.A., as
                servicers and
                U.S. Bank National Association, as trustee (the
                “Pooling
                and Servicing Agreement”).
                This
                Confirmation evidences a complete and binding agreement between you
                and us to
                enter into the Transaction on the terms set forth below and replaces
                any
                previous agreement between us with respect to the subject matter
                hereof. This
                Confirmation constitutes a “Confirmation”
                and also
                constitutes a “Schedule”
                as
                referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
                Support
                Annex to the Schedule. 

              

                
                  	
                          1.

                        	
                          
                            This
                              Confirmation shall supplement, form a part of, and
                              be subject to an
                              agreement in the form of the ISDA Master Agreement
                              (Multicurrency - Cross
                              Border) as published and copyrighted in 1992 by the
                              International Swaps
                              and Derivatives Association, Inc. (the “ISDA
                              Master Agreement”),
                              as if Party A and Party B had executed an agreement
                              in such form on the
                              date hereof, with a Schedule as set forth in Item 3
                              of this Confirmation,
                              and an ISDA Credit Support Annex (Bilateral Form -
                              ISDA Agreements Subject
                              to New York Law Only version) as published and copyrighted
                              in 1994 by the
                              International Swaps and Derivatives Association, Inc.,
                              with Paragraph 13
                              thereof as set forth in Annex A hereto (the “Credit
                              Support Annex”).
                              For the avoidance of doubt, the Transaction described
                              herein shall be the
                              sole Transaction governed by such ISDA Master Agreement.
                              In the event of
                              any inconsistency among any of the following documents,
                              the relevant
                              document first listed shall govern: (i) this Confirmation,
                              exclusive of
                              the provisions set forth in Item 3 hereof and Annex
                              A hereto; (ii) the
                              provisions set forth in Item 3 hereof, which are incorporated
                              by reference
                              into the Schedule; (iii) the Credit Support Annex;
                              (iv) the Definitions;
                              and (v) the ISDA Master
                              Agreement.

                          

                        


                

                 

              

              Each
                reference herein to a “Section” (unless specifically referencing the Pooling and
                Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
                a reference to a Section of the ISDA Master Agreement; each herein
                reference to
                a “Part” will be construed as a reference to the provisions herein deemed
                incorporated in a Schedule to the ISDA Master Agreement; each reference
                herein
                to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
                Support Annex.

               

              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              
 

              
                
                  	
                          2.

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

                        
	 	 	 	 
	 	
                          Type
                            of Transaction:

                        	
                          Interest
                            Rate Cap

                        
	 	 	 	 
	 	
                          Notional
                            Amount:

                        	
                          With
                            respect to any Calculation Period, the amount set forth
                            for such period on
                            Schedule I attached hereto.

                        
	 	 	 	 
	 	
                          Trade
                            Date:

                        	
                          November
                            21, 2006

                        
	 	 	 	 
	 	
                          Effective
                            Date:

                        	
                          November
                            25, 2006

                        
	 	 	 	 
	 	
                          Termination
                            Date:

                        	
                          November
                            25, 2013 , subject to adjustment in accordance with the
                            Business Day
                            Convention; provided, however, that for the purpose of
                            determining the
                            final Fixed Rate Payer Period End Date, Termination Date
                            shall be subject
                            to No Adjustment.

                        
	 	 	 	 
	 	
                          Fixed
                            Amount:

                        	 
	 	 	 	 
	 	 	
                          Fixed
                            Amount Payer:

                        	
                          Party
                            B

                        
	 	 	 	 
	 	 	
                          Fixed
                            Amount Payer

                        	 
	 	 	
                          Payment
                            Date:

                        	
                          November
                            30, 2006

                        
	 	 	 	 
	 	 	
                          Fixed
                            Amount:

                        	
                          USD
                            573,000

                        
	 	 	 	 
	 	
                          Floating
                            Amounts:

                        	 
	 	 	 	 
	 	 	
                          Floating
                            Rate Payer:

                        	
                          Party
                            A

                        
	 	 	 	 
	 	 	
                          Floating
                            Rate Payer

                        	 
	 	 	
                          Period
                            End Dates:

                        	
                          The
                            25th calendar day of each month during the Term of this
                            Transaction,
                            commencing December 25, 2006, and ending on the Termination
                            Date, subject
                            to adjustment in accordance with the Business Day
                            Convention.

                        
	 	 	 	 
	 	 	
                          Floating
                            Rate Payer 

                        	 
	 	 	
                          Payment
                            Dates:

                        	
                          Early
                            Payment shall be applicable. The Floating Rate Payer
                            Payment Date shall be
                            one Business Day prior to each Floating Rate Payer Period
                            End
                            Date.

                        
	 	 	 	 
	 	 	
                          Cap
                            Rate:

                        	
                          5.4000%

                        
	 	 	 	 
	 	 	
                          Floating
                            Rate Option:

                        	
                          USD-LIBOR-BBA

                        
	 	 	 	 
	 	 	
                          Floating
                            Amount:

                        	
                          To
                            be determined in accordance with the following formula:
                            

                        
	 	 	 	 
	 	 	 	
                          The
                            greater of (i) 250*(Floating Rate Option - Cap Rate)*Notional
                            Amount*Floating Rate Day Count Fraction, and (ii) zero.

                        
	 	 	 	 
	 	 	
                          Designated
                            Maturity:

                        	
                          One
                            month ; provided that, with respect to the first Calculation
                            Period,
                            Linear Interpolation will apply

                        
	 	 	 	 
	 	 	
                          Floating
                            Rate Day 

                        	 
	 	 	
                          Count
                            Fraction:

                        	
                          Actual/360

                        
	 	 	 	 
	 	 	
                          Reset
                            Dates:

                        	
                          The
                            first day of each Calculation Period.

                        
	 	 	 	 
	 	 	
                          Compounding:

                        	
                          Inapplicable

                        
	 	 	 	 
	 	 	
                          Business
                            Days:

                        	
                          New
                            York

                        
	 	 	 	 
	 	 	
                          Business
                            Day Convention:

                        	
                          Modified
                            Following

                        
	 	 	 	 
	 	 	
                          Calculation
                            Agent:

                        	
                          Party
                            A

                        


                

              

               

              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              
                	
                        3.

                      	
                        Provisions
                          Deemed Incorporated in a Schedule to the ISDA Master
                          Agreement:

                      


              

              


              
                	
                        Part
                          1.

                      	
                        Termination
                          Provisions.

                      


              

              


              For
                the
                purposes of this Agreement:-

              


              (a)          
                 “Specified
                Entity”
                will not
                apply to Party A or Party B for any purpose. 

              


              
                	
                        (b)

                      	
                        “Specified
                          Transaction”
                          will have the meaning specified in Section
                          14.

                      


              

              


              
                	
                        (c)

                      	
                        Events
                          of Default.

                      


              

              


              The
                statement below that an Event of Default will apply to a specific
                party means
                that upon the occurrence of such an Event of Default with respect
                to such party,
                the other party shall have the rights of a Non-defaulting Party under
                Section 6
                of this Agreement; conversely, the statement below that such event
                will not
                apply to a specific party means that the other party shall not have
                such
                rights.

              


              
                	(i)  	
                        The
                          “Failure
                          to Pay or Deliver”
                          provisions of Section 5(a)(i) will apply to Party A and
                          will apply to
                          Party B; provided, however, that Section 5(a)(i) is hereby
                          amended by
                          replacing the word “third” with the word “first”; provided, further, that
                          notwithstanding anything to the contrary in Section 5(a)(i),
                          any failure
                          by Party A to comply with or perform any obligation to
                          be complied with or
                          performed by Party A under the Credit Support Annex shall
                          not constitute
                          an Event of Default under Section 5(a)(i) unless (A) a
                          Required Ratings Downgrade Event has occurred and been
                          continuing for 30
                          or more Local Business Days, and (B) such failure is not
                          remedied on or
                          before the third Local Business Day after notice of such
                          failure is given
                          to Party A.

                      


              

              


              
                	(ii)  	
                        The
                          “Breach
                          of Agreement”
                          provisions of Section 5(a)(ii) will apply to Party A and
                          will not apply to
                          Party B.

                      


              

              


              
                	(iii)  	
                        The
                          “Credit
                          Support Default”
                          provisions of Section 5(a)(iii) will apply to Party A and
                          will not apply
                          to Party B except that Section 5(a)(iii)(1) will apply
                          to Party B solely
                          in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                          Support Annex; provided, however, that notwithstanding
                          anything to the
                          contrary in Section 5(a)(iii)(1), any failure by Party
                          A to comply with or
                          perform any obligation to be complied with or performed
                          by Party A under
                          the Credit Support Annex shall not constitute an Event
                          of Default under
                          Section 5(a)(iii) unless (A) a
                          Required Ratings Downgrade Event has occurred and been
                          continuing for 30
                          or more Local Business Days, and (B) such failure is not
                          remedied on or
                          before the third Local Business Day after notice of such
                          failure is given
                          to Party A.

                      


              

              


              
                	(iv)  	
                        The
                          “Misrepresentation”
                          provisions of Section 5(a)(iv) will apply to Party A and
                          will not apply to
                          Party B. 

                      


              

              


              
                	(v)  	
                        The
                          “Default
                          under Specified Transaction”
                          provisions of Section 5(a)(v) will apply to Party A and
                          will not apply to
                          Party B.

                      


              

              


              
                	(vi)  	
                        The
                          “Cross
                          Default”
                          provisions of Section 5(a)(vi) will apply to Party A and
                          will not apply to
                          Party B. For purposes of Section 5(a)(vi), solely with
                          respect to Party
                          A:

                      


              

              


              “Specified
                Indebtedness” will have the meaning specified in Section 14, except that such
                term shall not include insurance contracts entered into in the ordinary
                course
                of Party A’s Credit Support Provider’s insurance business.

              


              “Threshold
                Amount” means with respect to Party A an amount equal to three percent (3%)
                of
                the Shareholders’ Equity of Party A or, if applicable, the Eligible Guarantor.


              


              “Shareholders’
                Equity” means with respect to an entity, at any time, the sum (as shown in
                the
                most recent annual audited financial statements of such entity) of
                (i) its
                capital stock (including preferred stock) outstanding, taken at par
                value, (ii)
                its capital surplus and (iii) its retained earnings, minus (iv) treasury
                stock,
                each to be determined in accordance with generally accepted accounting
                principles.

              


              
                	(vii)  	
                        The
                          “Bankruptcy”
                          provisions of Section 5(a)(vii) will apply to Party A and
                          will apply to
                          Party B except that the provisions of Section 5(a)(vii)(2),
                          (6) (to the
                          extent that such provisions refer to any appointment contemplated
                          or
                          effected by the Pooling and Servicing Agreement or any
                          appointment to
                          which Party B has not become subject), (7) and (9) will
                          not apply to Party
                          B; provided that, with respect to Party B only, Section
                          5(a)(vii)(4) is
                          hereby amended by adding after the words “against it” the words
                          “(excluding any proceeding or petition instituted or presented
                          by Party A
                          or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                          deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                          (4) as amended, (5), (6) as amended, or
                          (7)”.

                      


              

              


              
                	(viii)  	
                        The
                          “Merger
                          Without Assumption”
                          provisions of Section 5(a)(viii) will apply to Party A
                          and will apply to
                          Party B.

                      


              

              


              (d)        
                 Termination
                Events.

              


              The
                statement below that a Termination Event will apply to a specific
                party means
                that upon the occurrence of such a Termination Event, if such specific
                party is
                the Affected Party with respect to a Tax Event, the Burdened Party
                with respect
                to a Tax Event Upon Merger (except as noted below) or the non-Affected
                Party
                with respect to a Credit Event Upon Merger, as the case may be, such
                specific
                party shall have the right to designate an Early Termination Date
                in accordance
                with Section 6 of this Agreement; conversely, the statement below
                that such an
                event will not apply to a specific party means that such party shall
                not have
                such right; provided, however, with respect to “Illegality” the statement that
                such event will apply to a specific party means that upon the occurrence
                of such
                a Termination Event with respect to such party, either party shall
                have the
                right to designate an Early Termination Date in accordance with Section
                6 of
                this Agreement.

               

              (i)          
                 The
                “Illegality”
                provisions of Section 5(b)(i) will apply to Party A and will apply
                to Party
                B.

              


              
                	 	
                        (ii)

                      	
                        The
                          “Tax
                          Event”
                          provisions of Section 5(b)(ii) will apply to Party A except
                          that, for
                          purposes of the application of Section 5(b)(ii) to Party
                          A, Section
                          5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                          a taxing authority, or brought in a court of competent
                          jurisdiction, on or
                          after the date on which a Transaction is entered into (regardless
                          of
                          whether such action is taken or brought with respect to
                          a party to this
                          Agreement) or (y)”, and the “Tax
                          Event”
                          provisions of Section 5(b)(ii) will apply to Party B.
                          

                      


              

              


              
                	 	
                        (iii)

                      	
                        The
                          “Tax
                          Event Upon Merger”
                          provisions of Section 5(b)(iii) will apply to Party A and
                          will apply to
                          Party B, provided that Party A shall not be entitled to
                          designate an Early
                          Termination Date by reason of a Tax Event upon Merger in
                          respect of which
                          it is the Affected Party.

                      


              

              


              
                	 	
                        (iv)

                      	
                        The
                          “Credit
                          Event Upon Merger”
                          provisions of Section 5(b)(iv) will not apply to Party
                          A and will not
                          apply to Party B.

                      


              

              


              
                	
                        (e)

                      	
                        The
                          “Automatic
                          Early Termination”
                          provision of Section 6(a) will not apply to Party A and
                          will not apply to
                          Party B.

                      


              

              


              (f)         
                  Payments
                on Early Termination.
                For the
                purpose of Section 6(e) of this Agreement:

              


              
                	(i)  	
                        Market
                          Quotation will apply, provided, however, that, in the event
                          of a
                          Derivative Provider Trigger Event, the following provisions
                          will
                          apply:

                      


              

              


              
                	 	
                        (A)
                          

                      	
                        The
                          definition of Market Quotation in Section 14 shall be deleted
                          in its
                          entirety and replaced with the
                          following:

                      


              

              


              “Market
                Quotation” means,
                with respect to one or more Terminated Transactions, a Firm Offer
                which is (1)
                made by a Reference Market-maker that is an Eligible Replacement,
                (2) for an
                amount that would be paid to Party B (expressed as a negative number)
                or by
                Party B (expressed as a positive number) in consideration of an agreement
                between Party B and such Reference Market-maker to enter into a Replacement
                Transaction, and (3) made on the basis that Unpaid Amounts in respect
                of the
                Terminated Transaction or group of Transactions are to be excluded
                but, without
                limitation, any payment or delivery that would, but for the relevant
                Early
                Termination Date, have been required (assuming satisfaction of each
                applicable
                condition precedent) after that Early Termination Date is to be included.
                 

              


              
                	 	
                        (B)

                      	
                        The
                          definition of Settlement Amount shall be deleted in its
                          entirety and
                          replaced with the following:

                      


              

              


              “Settlement
                Amount”
                means,
                with respect to any Early Termination Date, an amount (as determined
                by Party B)
                equal to: 

              


              
                	 	
                        (a)

                      	
                        If
                          a Market Quotation for the relevant Terminated Transaction
                          or group of
                          Terminated Transactions is accepted by Party B so as to
                          become legally
                          binding on or before the day falling ten Local Business
                          Days after the day
                          on which the Early Termination Date is designated, or such
                          later day as
                          Party B may specify in writing to Party A, but in either
                          case no later
                          than one Local Business Day prior to the Early Termination
                          Date (such day,
                          the “Latest Settlement Amount Determination Day”), the Termination
                          Currency Equivalent of the amount (whether positive or
                          negative) of such
                          Market Quotation; 

                      


              

              


              
                	 	
                        (b)

                      	
                        If,
                          on the Latest Settlement Amount Determination Day, no Market
                          Quotation for
                          the relevant Terminated Transaction or group of Terminated
                          Transactions
                          has been accepted by Party B so as to become legally binding
                          and one or
                          more Market Quotations from
                          Approved Replacements have
                          been made and remain capable of becoming legally binding
                          upon acceptance,
                          the Settlement Amount shall equal the Termination Currency
                          Equivalent of
                          the amount (whether positive or negative) of the lowest
                          of such Market
                          Quotations (for the avoidance of doubt, the lowest of such
                          Market
                          Quotations shall be the lowest Market Quotation of
                          such Market Quotations
                          expressed as a positive number or, if any of such Market
                          Quotations is
                          expressed as a negative number, the Market Quotation expressed
                          as a
                          negative number with the largest absolute value);
                          or

                      


              

              


              
                	 	
                        (c)

                      	
                        If,
                          on the Latest Settlement Amount Determination Day, no Market
                          Quotation for
                          the relevant Terminated Transaction or group of Terminated
                          Transactions is
                          accepted by Party B so as to become legally binding and
                          no Market
                          Quotation from an Approved Replacement remains capable
                          of becoming legally
                          binding upon acceptance, the Settlement Amount shall equal
                          Party B’s Loss
                          (whether positive or negative and without reference to
                          any Unpaid Amounts)
                          for the relevant Terminated Transaction or group of Terminated
                          Transactions.

                      


              

              


              
                	 	
                        (C)

                      	
                        If
                          Party B requests Party A in writing to obtain Market Quotations,
                          Party A
                          shall use its reasonable efforts to do so before the Latest
                          Settlement
                          Amount Determination Day.

                      


              

              


              
                	 	
                        (D)

                      	
                        If
                          the Settlement Amount is a negative number, Section 6(e)(i)(3)
                          shall be
                          deleted in its entirety and replaced with the
                          following:

                      


              

              


              “(3)
                Second
                Method and Market Quotation.
                If the
                Second Method and Market Quotation apply, (I) Party B shall pay to
                Party A an
                amount equal to the absolute value of the Settlement Amount in respect
                of the
                Terminated Transactions, (II) Party B shall pay to Party A the Termination
                Currency Equivalent of the Unpaid Amounts owing to Party A and (III)
                Party A
                shall pay to Party B the Termination Currency Equivalent of the Unpaid
                Amounts
                owing to Party B; provided, however, that (x) the amounts payable
                under the
                immediately preceding clauses (II) and (III) shall be subject to
                netting in
                accordance with Section 2(c) of this Agreement and (y) notwithstanding
                any other
                provision of this Agreement, any amount payable by Party A under
                the immediately
                preceding clause (III) shall not be netted-off against any amount
                payable by
                Party B under the immediately preceding clause (I).”

               

              
                	 	
                        (E)

                      	
                        At
                          any time on or before the Latest Settlement Amount Determination Day at
                          which two or more Market Quotations from Approved Replacements
                          remain
                          capable of becoming legally binding upon acceptance, Party
                          B shall be
                          entitled to accept only the lowest of such Market Quotations
                          (for the
                          avoidance of doubt, the lowest of such Market Quotations
                          shall be the
                          lowest Market Quotation of such Market Quotations expressed
                          as a positive
                          number or, if any of such Market Quotations is expressed
                          as a negative
                          number, the Market Quotation expressed as a negative number
                          with the
                          largest absolute value).

                      


              

              


              
                	(ii)  	
                        The
                          Second Method will apply.

                      


              

              


              (g)      
                 “Termination
                Currency”
                means
                USD.

              


              (h)       
                 Additional
                Termination Events.
                Additional Termination Events will apply as provided in Part 5(c).


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Part
                2.  Tax
                Matters.

              


              (a)        
                 Tax
                Representations. 

              


              
                	 	
                        (i)

                      	
                        Payer
                          Representations.
                          For the purpose of Section 3(e) of this Agreement:
                          

                      


              

               

              (A)        
                 Party
                A
                makes the following representation(s):

              


              It
                is not
                required by any applicable law, as modified by the practice of any
                relevant
                governmental revenue authority, of any Relevant Jurisdiction to make
                any
                deduction or withholding for or on account of any Tax from any payment
                (other
                than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement)
                to be made
                by it to the other party under this Agreement. In making this representation,
                it
                may rely on: the accuracy of any representations made by the other
                party
                pursuant to Section 3(f) of this Agreement; (ii) the satisfaction
                of the
                agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement
                and the
                accuracy and effectiveness of any document provided by the other
                party pursuant
                to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the
                satisfaction of
                the agreement of the other party contained in Section 4(d) of this
                Agreement,
                provided that it shall not be a breach of this representation where
                reliance is
                placed on clause (ii) and the other party does not deliver a form
                or document
                under Section 4(a)(iii) by reason of material prejudice to its legal
                or
                commercial position.

               

              (B)        
                 Party
                B
                makes the following representation(s):

              


              None.

              


              (ii)        
                  Payee
                Representations.
                For the
                purpose of Section 3(f) of this Agreement: 

               

              (A)        
                 Party
                A
                makes the following representation(s):

              


              Party
                A
                represents that it is a corporation organized under the laws of the
                State of
                Delaware. 

              


              (B)        
                 Party
                B
                makes the following representation(s):

              


              None. 

              


              
                	
                        (b)

                      	
                        Tax
                          Provisions.

                      


              

              


              
                	 	
                        (i)

                      	
                        Gross
                          Up.
                          Section 2(d)(i)(4) shall not apply to Party B as X, and
                          Section 2(d)(ii)
                          shall not apply to Party B as Y, in each case such that
                          Party B shall not
                          be required to pay any additional amounts referred to
                          therein.

                      


              

              


              
                	 	
                        (ii)

                      	
                        Indemnifiable
                          Tax.
                          The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                          entirety and replaced with the
                          following:

                      


              

              


              “Indemnifiable
                Tax”
                means,
                in relation to payments by Party A, any Tax and, in relation to payments
                by
                Party B, no Tax. 

               

              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Part
                3.  Agreement
                to Deliver Documents.  

              


              (a)   
                 For
                the
                purpose of Section 4(a)(i), tax forms, documents, or certificates
                to be
                delivered are:

              


              
                	
                        Party
                          required to deliver document

                      	
                        Form/Document/

                        Certificate

                      	
                        Date
                          by which to

                        be
                          delivered

                      
	
                        Party
                          A

                      	
                        A
                          correct, complete and duly executed U.S. Internal Revenue
                          Service Form W-9
                          or other applicable form (or successor thereto), together
                          with appropriate
                          attachments, that eliminates U.S. federal withholding and
                          backup
                          withholding Tax on payments to Party A under this
                          Agreement.

                      	
                        (i)
                          Before the first scheduled payment; (ii) promptly upon
                          reasonable demand
                          by Party B; and (iii) promptly upon learning that any Form
                          W-9 or other
                          applicable form (or any successor thereto) previously provided
                          by Party A
                          has become obsolete or incorrect.

                      
	
                        Party
                          B

                      	
                        Party
                          B will deliver at closing, or promptly thereafter, a correct,
                          complete and
                          duly executed U.S. Internal Revenue Service Form W-9 or
                          other applicable
                          form (or successor thereto), together with appropriate
                          attachments, that
                          eliminates U.S. federal withholding and backup withholding
                          Tax on payments
                          to Party B under this Agreement, and may deliver other
                          tax forms relating
                          to the beneficial owner of payments to Party B under this
                          Agreement from
                          time to time.

                      	
                        (i)
                          Before the first scheduled payment; (ii) promptly upon
                          reasonable demand
                          by Party A; and (iii) promptly upon learning that any Form
                          W-9 or other
                          applicable form (or any successor thereto) previously provided
                          by Party B
                          has become obsolete or incorrect.

                      


              

              


              


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              (b) For
                the
                purpose of Section 4(a)(ii), other documents to be delivered are:

              


              
                	
                        Party
                          required to deliver document

                      	
                        Form/Document/

                        Certificate

                      	
                        Date
                          by which to

                        be
                          delivered

                      	
                        Covered
                          by Section 3(d) Representation

                      
	
                        Party
                          A and

                        Party
                          B

                      	
                        Any
                          documents required by the receiving party to evidence the
                          authority of the
                          delivering party or its Credit Support Provider, if any,
                          for it to execute
                          and deliver the Agreement, this Confirmation, and any Credit
                          Support
                          Documents to which it is a party, and to evidence the authority
                          of the
                          delivering party or its Credit Support Provider to perform
                          its obligations
                          under the Agreement, this Confirmation and any Credit Support
                          Document, as
                          the case may be

                      	
                        Upon
                          the execution and delivery of this Agreement

                      	
                        Yes

                      
	
                        Party
                          A and

                        Party
                          B

                      	
                        A
                          certificate of an authorized officer of the party, as to
                          the incumbency
                          and authority of the respective officers of the party signing
                          the
                          Agreement, this Confirmation, and any relevant Credit Support
                          Document, as
                          the case may be

                      	
                        Upon
                          the execution and delivery of this Agreement

                      	
                        Yes

                      
	
                        Party
                          A

                      	
                        Annual
                          Report of the Credit
                          Support Provider for Party
                          A containing consolidated financial statements certified
                          by independent
                          certified public accountants and prepared in accordance
                          with generally
                          accepted accounting principles in the country in which
                          Credit Support
                          Provider for Party A is organized

                      	
                        Promptly
                          upon becoming publicly available

                      	
                        Yes

                      
	
                        Party
                          A

                      	
                        Semi-Annual
                          Financial Statements of Credit Support Provider for Party
                          A containing
                          unaudited, consolidated financial statements of Credit
                          Support Provider
                          for Party A’s fiscal half prepared in accordance with generally accepted
                          accounting principles in the country in which Credit Support
                          Provider for
                          Party A is organized

                      	
                        Promptly
                          upon becoming publicly available

                      	
                        Yes

                      
	
                        Party
                          A

                      	
                        A
                          guarantee of Swiss Reinsurance Company substantially in
                          the form of
                          Exhibit A to this Confirmation

                      	
                        Upon
                          the execution and delivery of this Agreement

                      	
                        No

                      
	
                        Party
                          A

                      	
                        An
                          opinion of counsel to Party A’s Guarantor substantially in the form of
                          Exhibit B to this Confirmation 

                      	
                        Upon
                          the execution and delivery of this Agreement

                      	
                        No

                      


              

              


              Part
                4. Miscellaneous. 

              


              
                	
                        (a)

                      	
                        Address
                          for Notices:
                          For the purposes of Section 12(a) of this
                          Agreement:

                      


              

              


              Address
                for notices or communications to Party A:

              


              Address:              
                 Swiss Re Financial Products Corporation

              55
                East
                52nd Street

              New
                York,
                New York 10055

              Attention:
                Head of Operations

              Facsimile
                No. (917) 322-7201

              


              (For
                all
                purposes)

              


              With
                a
                copy to:     Swiss Re Financial Products
                Corporation

                           
                  55
                East
                52nd Street

              New
                York,
                New York 10055

              Attention:
                Legal Department

              Facsimile
                No.: (212) 317-5474


              


              Address
                for notices or communications to Party B:

              


              Address:  
                   Wells
                Fargo Bank, N.A.

              9062
                Old
                Annapolis Road

              Columbia,
                Maryland 21045

              Attention:              
                  Client
                Manager - MABS 2006-HE4 

              Facsimile:               
                  (410)
                715-2380 

              Phone:       
                   (410)
                884-2000

              


              (b)        
                 Process
                Agent.
                For the
                purpose of Section 13(c):

              


              Party
                A
                appoints as its Process Agent: Not applicable.

              


              Party
                B
                appoints as its Process Agent: Not applicable.

              


              
                	
                        (c)

                      	
                        Offices.
                          The provisions of Section 10(a) will apply to this Agreement;
                          neither
                          Party A nor Party B has any Offices other than as set forth
                          in the Notices
                          Section.

                      


              

              


              
                	
                        (d)

                      	
                        Multibranch
                          Party.
                          For the purpose of Section 10(c) of this
                          Agreement:

                      


              

              


              Party
                A
                is not a Multibranch Party.

              


              
                	 	
                        Party
                          B is not a Multibranch Party.

                      


              

              


              
                	
                        (e)

                      	
                        Calculation
                          Agent.
                          The Calculation Agent is Party A; provided, however, that
                          if an Event of
                          Default shall have occurred with respect to Party A, Party
                          B shall have
                          the right to appoint as Calculation Agent a third party,
                          reasonably
                          acceptable to Party A, the cost for which shall be borne
                          by Party
                          A.

                      


              

              


              (f)         
                 Credit
                Support Document. 

               

              
                	 	
                        Party
                          A:

                      	
                        The
                          Credit Support Annex, and any guarantee in support of Party
                          A’s
                          obligations under this Agreement.

                      


              

              


              Party
                B: The
                Credit Support Annex, solely in respect of Party B’s obligations under Paragraph
                3(b) of the Credit Support Annex.

              


              
                	
                        (g)

                      	
                        Credit
                          Support Provider.

                      


              

              


              Party
                A: The
                guarantor under any guarantee in support of Party A’s obligations under this
                Agreement.

              


              Party
                B: None.

              


              
                	
                        (h)

                      	
                        Governing
                          Law.
                          The parties to this Agreement hereby agree that the law
                          of the State of
                          New York shall govern their rights and duties in whole,
                          without regard to
                          the conflict of law provisions thereof other than New York
                          General
                          Obligations Law Sections 5-1401 and 5-1402.


                      


              

              


              
                	
                        (i)

                      	
                        Netting
                          of Payments.
                          The parties agree that subparagraph (ii) of Section 2(c)
                          will apply to
                          each Transaction hereunder. 

                      


              

              


              
                	
                        (j)

                      	
                        Affiliate.“Affiliate”
                          shall have the meaning assigned thereto in Section 14;
                          provided, however,
                          that Party B shall be deemed to have no Affiliates for
                          purposes of this
                          Agreement, including for purposes of Section
                          6(b)(ii).

                      


              

              


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Part
                5.  Others
                Provisions.

              


              
                	
                        (a)

                      	
                        Definitions.
                          Unless
                          otherwise specified in a Confirmation, this Agreement and
                          each Transaction
                          under this Agreement are subject to the 2000 ISDA Definitions
                          as published
                          and copyrighted in 2000 by the International Swaps and
                          Derivatives
                          Association, Inc. (the “Definitions”),
                          and will be governed in all relevant respects by the provisions
                          set forth
                          in the Definitions, without regard to any amendment to
                          the Definitions
                          subsequent to the date hereof. The provisions of the Definitions
                          are
                          hereby incorporated by reference in and shall be deemed
                          a part of this
                          Agreement, except that (i) references in the Definitions
                          to a “Swap
                          Transaction” shall be deemed references to a “Transaction” for purposes of
                          this Agreement, and (ii) references to a “Transaction” in this Agreement
                          shall be deemed references to a “Swap Transaction” for purposes of the
                          Definitions. Each term capitalized but not defined in this
                          Agreement shall
                          have the meaning assigned thereto in the Pooling and Servicing
                          Agreement.

                      


              

               

              (b)        
                 Amendments
                to ISDA Master Agreement.

              


              
                	 	
                        (i)

                      	
                        Single
                          Agreement.
                          Section 1(c) is hereby amended by the adding the words
“including, for the
                          avoidance of doubt, the Credit Support Annex” after the words “Master
                          Agreement”. 

                      


              

              


              
                	 	
                        (ii)

                      	
                        Reserved 

                      


              

              


              
                	 	
                        (iii)

                      	
                        Change
                          of Account.
                          Section 2(b) is hereby amended by the addition of the following
                          after the
                          word “delivery” in the first line
                          thereof:

                      


              

               

              “to
                another account in the same legal and tax jurisdiction as the original
                account”.

              


              
                	 	
                        (iv)

                      	
                        Representations.
                          Section 3 is hereby amended by adding at the end thereof
                          the following
                          subsection (g): 

                      


              

              


              
                	 	
                        “(g)

                      	
                        Relationship
                          Between Parties. 

                      


              

              


              
                	 	
                        (1)

                      	
                        Nonreliance.
                          (i) It is not relying on any statement or representation
                          of the other
                          party regarding the Transaction (whether written or oral),
                          other than the
                          representations expressly made in this Agreement or the
                          Confirmation in
                          respect of that Transaction and (ii) it has consulted with
                          its own legal,
                          regulatory, tax, business, investment, financial and accounting
                          advisors
                          to the extent it has deemed necessary, and it has made
                          its own investment,
                          hedging and trading decisions based upon its own judgment
                          and upon any
                          advice from such advisors as it has deemed necessary and
                          not upon any view
                          expressed by the other party.

                      


              

               

              
                	 	
                        (2)

                      	
                        Evaluation
                          and Understanding. (i) It has the capacity to evaluate
                          (internally or
                          through independent professional advice) the Transaction
                          and has made its
                          own decision subject to Section 6(n) of this Agreement
                          to enter into the
                          Transaction and (ii) It understands the terms, conditions
                          and risks of the
                          Transaction and is willing and able to accept those terms
                          and conditions
                          and to assume those risks, financially and otherwise.
                          

                      


              

              


              
                	 	
                        (3)

                      	
                        Purpose.
                          It is entering into the Transaction for the purposes of
                          managing its
                          borrowings or investments, hedging its underlying assets
                          or liabilities or
                          in connection with a line of business.


                      


              

              


              
                	 	
                        (4)

                      	
                        Status
                          of Parties. The other party is not acting as an agent,
                          fiduciary or
                          advisor for it in respect of the Transaction.


                      


              

              


              
                	 	
                        (5)

                      	
                        Eligible
                          Contract Participant. It is an “eligible swap participant” as such term is
                          defined in Section 35.1(b)(2) of the regulations (17 C.F.R.
                          35)
                          promulgated under, and an “eligible contract participant” as defined in
                          Section 1(a)(12) of, the Commodity Exchange Act, as
                          amended.”

                      


              

              


              
                	 	
                        (v)

                      	
                        Transfer
                          to Avoid Termination Event.
                          Section 6(b)(ii) is hereby amended by (i) deleting the
                          words “or if a Tax
                          Event Upon Merger occurs and the Burdened Party is the
                          Affected Party,”
                          and (ii) by deleting the words “to transfer” and inserting the words “to
                          effect a Permitted Transfer” in lieu
                          thereof.

                      


              

              


              
                	 	
                        (vi)

                      	
                        Jurisdiction.
                          Section
                          13(b) is hereby amended by: (i) deleting in the second
                          line of
                          subparagraph (i) thereof the word "non-", (ii) deleting
“; and” from the
                          end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                          deleting the final paragraph
                          thereof.

                      


              

              


              
                	 	
                        (vii)

                      	
                        Local
                          Business Day.
                          The definition of Local Business Day in Section 14 is hereby
                          amended by
                          the addition of the words “or any Credit Support Document” after “Section
                          2(a)(i)” and the addition of the words “or Credit Support Document” after
                          “Confirmation”. 

                      


              

              


              
                	
                        (c)

                      	
                        Additional
                          Termination Events.
                          The following Additional Termination Events will
                          apply:

                      


              

              


              
                	(i)  	
                        First
                          Rating Trigger Collateral.
                          If
                          (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                          occurred and been continuing for 30 or more Local Business
                          Days and (B)
                          Party
                          A has failed to comply with or perform any obligation to
                          be complied with
                          or performed by Party A in accordance with the Credit Support
                          Annex, then
                          an Additional Termination Event shall have occurred with
                          respect to Party
                          A and Party A shall be the sole Affected Party with respect
                          to such
                          Additional Termination Event. 

                      


              

              


              
                	(ii)  	
                        Second
                          Rating Trigger Replacement.
                          If
                          (A) a Required Ratings Downgrade Event has occurred and
                          been continuing
                          for 30 or more Local Business Days and (B) (i) at least
                          one Eligible
                          Replacement has made a Firm Offer to be the transferee
                          of all of Party A’s
                          rights and obligations under this Agreement (and such Firm
                          Offer remains
                          an offer that will become legally binding upon such Eligible
                          Replacement
                          upon acceptance by the offeree) and/or (ii) an Eligible
                          Guarantor has made
                          a Firm Offer to provide an Eligible Guarantee (and such
                          Firm Offer remains
                          an offer that will become legally binding upon such Eligible
                          Guarantor
                          immediately upon acceptance by the offeree), then an Additional
                          Termination Event shall have occurred with respect to Party
                          A and Party A
                          shall be the sole Affected Party with respect to such Additional
                          Termination Event. 

                      


              

              


              
                	 	
                        (iii)

                      	
                        Reserved

                      


              

              


              
                	 	
                        (iv)

                      	
                        Provision
                          of Information Required by Regulation AB. Party
                          A shall fail to comply with the provisions of Part 5(e)
                          upon the
                          occurrence of a Swap Disclosure Event. For all purposes
                          of this Agreement,
                          Party A shall be the sole Affected Party with respect to
                          such Additional
                          Termination Event.

                      


              

              


              
                	 	
                        (v)

                      	
                        Optional
                          Termination of Securitization. An
                          Additional Termination Event shall occur upon the notice
                          to
                          Certificateholders of an Optional Termination becoming
                          unrescindable in
                          accordance with Article IX of the Pooling and Servicing
                          Agreement. Party B
                          shall be the sole Affected Party with respect to such Additional
                          Termination Event; provided, however, that notwithstanding
                          anything to the
                          contrary in Section 6(b)(iv), only Party B may designate
                          an Early
                          Termination Date in respect of this Additional Termination
                          Event.
                          

                      


              

              


              
                	
                        (d)

                      	
                        Required
                          Ratings Downgrade Event.
                          In
                          the event that no Relevant Entity has credit ratings at
                          least equal to the
                          Required Ratings Threshold (such event, a “Required
                          Ratings Downgrade Event”),
                          then Party A shall, as soon as reasonably practicable and
                          so long as a
                          Required Ratings Downgrade Event is in effect, at its own
                          expense, using
                          commercially reasonable efforts, procure either (A) a Permitted
                          Transfer
                          or (B) an Eligible Guarantee from an Eligible Guarantor.
                          

                      


              

              


              
                	
                        (e)
                          

                      	
                        Compliance
                          with Regulation AB.  

                      


              

              


              (i)
                For
                purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities
                (Regulation
                AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”) under the Securities
                Act of 1933, as amended, and the Securities Exchange Act of 1934,
                as amended
                (the “Exchange Act”), as amended and interpreted by the Securities and Exchange
                Commission and its staff, if the Depositor or Party B makes a determination,
                acting reasonably and in good faith, that (x) the applicable “significance
                percentage” with respect to this Agreement has been reached, and (y) it has a
                reporting obligation under the Exchange Act (a “Swap Disclosure Event”), then
                Party A shall (or shall cause its Credit Support Provider to), within
                ten (10)
                calendar days after notice to that effect, at its sole expense, take
                one of the
                following actions (each subject to satisfaction of the Rating Agency
                Condition):
                (1) provide (including, if permitted by Regulation AB, provision
                by reference to
                reports filed pursuant to the Exchange Act or otherwise publicly
                available
                information): (A) the financial data required by Item 301 of Regulation
                S-K (17
                C.F.R. §229.301), pursuant to Item 1115(b)(1); (B) financial statements meeting
                the requirements of Regulation S-X (17 C.F.R. §§210.1-01 through 210.12-29, but
                excluding 17 C.F.R. ss. 210.3-05 and Article 11 of Regulation S-X
                (17 C.F.R. ss.
                ss. 210.11-01 through 210.11-03)), pursuant to Item 1115(b)(2); or
                (C) such
                other financial information as may at the time be required or permitted
                to be
                provided in satisfaction of the requirements of Item 1115(b), together
                with
                accountants consents and/or a procedure letter relating thereto;
                or (2) secure
                an Approved Replacement that is able to comply with the requirements
                of Item
                1115(b) of Regulation AB to replace Party A as party to this Agreement,
                on
                substantially similar terms, the debt rating of which entity (or
                credit support
                provider therefor) meets or exceeds the applicable requirements of
                the
                applicable Rating Agencies.

              


              (ii)
                For
                so long as the aggregate significance percentage is 10% or more,
                Party A shall
                (or shall cause its Credit Support Provider to) provide any updates
                to the
                information provided pursuant to clause (i)(1) above to the Depositor
                within
                five (5) Business Days following availability thereof (but in no
                event more than
                45 days after the end of each of Party’s Credit Support Provider’s fiscal half
                for any half-year update, and in no event more than 90 days after
                the end of
                each of Party A’s Credit Support Provider’s fiscal year for any annual
                update).

              


              (iii)
                All
                information provided pursuant to clauses (i)(1) and (ii) above (all
                such
                information, “Swap Financial Disclosure”) shall be in a form suitable for
                conversion to the format required for filing by the Depositor with
                the
                Commission via the Electronic Data Gathering and Retrieval System
                (EDGAR). In
                addition, any such information, if audited, shall be accompanied
                by any
                necessary auditor’s consents or, if such information is unaudited, shall be
                accompanied by an appropriate agreed-upon procedures letter from
                Party A’s
                accountants. If permitted by Regulation AB, any such information
                may be provided
                by reference to or incorporation by reference from reports filed
                pursuant to the
                Exchange Act.

              


              (iv)
                Party A agrees that, in the event that Party A provides Swap Financial
                Disclosure to Depositor in accordance with paragraph (iii) above
                or causes its
                Credit Support Provider to provide Swap Financial Disclosure to Depositor
                in
                accordance with paragraph (iii) above, it will indemnify and hold
                harmless
                Depositor, its respective directors or officers and any person controlling
                Depositor, from and against any and all losses, claims, damages and
                liabilities
                (any “Damage”) caused by any untrue statement or alleged untrue statement of a
                material fact contained in such Swap Financial Disclosure or caused
                by any
                omission or alleged omission to state in such Swap Financial Disclosure
                a
                material fact required to be stated therein or necessary to make
                the statements
                therein, in light of the circumstances under which they were made,
                not
                misleading; provided, however that the foregoing shall not apply
                to any Damage
                caused by the negligence or any willful action of Depositor or any
                other party
                (other than Party A or any of its affiliates or any of their respective
                agents),
                including without limitation any failure to calculate the Significance
                Percentage according to the terms of this Agreement or to make any
                filing as and
                when required under Regulation AB.

              


              (v)
                Third
                Party Beneficiary. The Depositor shall be an express third party
                beneficiary of
                this Agreement as if a party hereto to the extent of the Depositor’s rights
                explicitly specified in this Part 5(e).

              


              
                	
                        (f)

                      	
                        Transfers. 

                      


              

               

              (i)           
                 Section
                7
                is hereby amended to read in its entirety as follows:

               

              “Subject
                to Section 6(b)(ii), Part 5(d), and Part 5(e), neither Party A nor
                Party B is
                permitted to assign, novate or transfer (whether by way of security
                or
                otherwise) as a whole or in part any of its rights, obligations or
                interests
                under the Agreement or any Transaction without (a) the prior written
                consent of
                the other party or (b) satisfaction of the Rating Agency Condition
                with respect
                to S&P.” 

               

              
                	 	
                        (ii)

                      	
                        If
                          an Eligible Replacement has made a Firm Offer (which remains
                          an offer that
                          will become legally binding upon acceptance by Party B)
                          to be the
                          transferee pursuant to a Permitted Transfer, Party B shall,
                          at Party A’s
                          written request and at Party A’s expense, take any reasonable steps
                          required to be taken by Party B to effect such transfer.
                          

                      


              

               

              
                	
                        (g)

                      	
                        Non-Recourse.
                          Party A acknowledges and agree that, notwithstanding any
                          provision in this
                          Agreement to the contrary, the obligations of Party B hereunder
                          are
                          limited recourse obligations of Party B, payable solely
                          from the
                          Supplemental Interest Trust and the proceeds thereof, in
                          accordance with
                          the priority of payments and other terms of the Pooling
                          and Servicing
                          Agreement and that Party A will not have any recourse to
                          any of the
                          directors, officers, employees, shareholders or affiliates
                          of Party B with
                          respect to any claims, losses, damages, liabilities, indemnities
                          or other
                          obligations in connection with any transactions contemplated
                          hereby. In
                          the event that the Supplemental Interest Trust and the
                          proceeds thereof
                          should be insufficient to satisfy all claims outstanding
                          and following the
                          realization of the account held by the Supplemental Interest
                          Trust and the
                          proceeds thereof, any claims against or obligations of
                          Party B under the
                          ISDA Master Agreement or any other confirmation thereunder
                          still
                          outstanding shall be extinguished and thereafter not revive.
                          The Trust
                          Administrator, shall not have liability for any failure
                          or delay in making
                          a payment hereunder to Party A due to any failure or delay
                          in receiving
                          amounts in the account held by the Supplemental Interest
                          Trust from the
                          Trust created pursuant to the Pooling and Servicing Agreement.
                          This
                          provision will survive the termination of this
                          Agreement.

                      


              

              


              
                	
                        (h)

                      	
                        Limitation
                          on Events of Default. Notwithstanding
                          the provisions of Sections 5 and 6, if at any time and
                          so long as Party B
                          has satisfied in full all its payment obligations under
                          Section 2(a)(i)
                          and has at the time no future payment obligations, whether
                          absolute or
                          contingent, under such Section, then unless Party A is
                          required pursuant
                          to appropriate proceedings to return to Party B or otherwise
                          returns to
                          Party B upon demand of Party B any portion of any such
                          payment, (a) the
                          occurrence of an event described in Section 5(a) with respect
                          to Party B
                          shall not constitute an Event of Default or Potential Event
                          of Default
                          with respect to Party B as Defaulting Party and (b) Party
                          A shall be
                          entitled to designate an Early Termination Date pursuant
                          to Section 6 only
                          as a result of the occurrence of a Termination Event set
                          forth in either
                          Section 5(b)(i) or 5(b)(ii) with respect to Party A as
                          the Affected Party,
                          or Section 5(b)(iii) with respect to Party A as the Burdened
                          Party. For
                          purposes of the Transaction to which this Agreement relates,
                          Party B’s
                          only obligation under Section 2(a)(i) is to pay the Fixed
                          Amount on the
                          Fixed Amount Payer Payment Date.

                      


              

              


              
                	
                        (i)

                      	
                        Rating
                          Agency Notifications. Notwithstanding
                          any other provision of this Agreement, no Early Termination
                          Date shall be
                          effectively designated hereunder by Party B and no transfer
                          of any rights
                          or obligations under this Agreement shall be made by either
                          party unless
                          each Cap Rating Agency has been given prior written notice
                          of such
                          designation or transfer. 

                      


              

              


              
                	
                        (j)

                      	
                        No
                          Set-off.
                          Except as expressly provided for in Section 2(c), Section
                          6 or Part
                          1(f)(i)(D) hereof, and notwithstanding any other provision
                          of this
                          Agreement or any other existing or future agreement, each
                          party
                          irrevocably waives any and all rights it may have to set
                          off, net, recoup
                          or otherwise withhold or suspend or condition payment or
                          performance of
                          any obligation between it and the other party hereunder
                          against any
                          obligation between it and the other party under any other
                          agreements.
                          Section 6(e) shall be amended by deleting the following
                          sentence: “The
                          amount, if any, payable in respect of an Early Termination
                          Date and
                          determined pursuant to this Section will be subject to
                          any
                          Set-off.”.

                      


              

               

              
                	
                        (k)

                      	
                        Amendment.
                          Notwithstanding any provision to the contrary in this Agreement,
                          no
                          amendment of either this Agreement or any Transaction under
                          this Agreement
                          shall be permitted by either party unless each of the Swap
                          Agencies has
                          been provided prior written notice of the same and such
                          amendment
                          satisfies the Rating Agency Condition with respect to S&P.
                          

                      


              

              


              
                	
                        (l)

                      	
                        Notice
                          of Certain Events or Circumstances.
                          Each Party agrees, upon learning of the occurrence or existence
                          of any
                          event or condition that constitutes (or that with the giving
                          of notice or
                          passage of time or both would constitute) an Event of Default
                          or
                          Termination Event with respect to such party, promptly
                          to give the other
                          Party and to each Cap Rating Agency notice of such event
                          or condition;
                          provided that failure to provide notice of such event or
                          condition
                          pursuant to this Part 5(l) shall not constitute an Event
                          of Default or a
                          Termination Event.

                      


              

               

              (m)        
                 Proceedings.
                No
                Relevant Entity shall institute against, or cause any other person
                to institute
                against, or join any other person in instituting against Party B,
                the
                Supplemental Interest Trust, the Supplemental Interest Trust Trustee,
                or the
                trust formed pursuant to the Pooling and Servicing Agreement, in
                any bankruptcy,
                reorganization, arrangement, insolvency or liquidation proceedings
                or other
                proceedings under any federal or state bankruptcy or similar law
                for a period of
                one year (or, if longer, the applicable preference period) and one
                day following
                payment in full of the Certificates and any Notes. This provision
                will survive
                the termination of this Agreement. 

              


              
                	
                        (n)

                      	
                        Trust
                          Administrator Liability Limitations.
                          It
                          is expressly understood and agreed by the parties hereto
                          that (a) this
                          Agreement is executed by Wells Fargo Bank, N.A. (“Wells Fargo”) not in its
                          individual capacity, but solely as Trust Administrator
                          under the Pooling
                          and Servicing Agreement in the exercise of the powers and
                          authority
                          conferred and invested in it thereunder; (b) Wells Fargo
                          has been directed
                          pursuant to the Pooling and Servicing Agreement to enter
                          into this
                          Agreement and to perform its obligations hereunder; (c)
                          each of the
                          representations, undertakings and agreements herein made
                          on behalf of
                          Party B is made and intended not as a personal representation,,
                          undertaking or agreement of Wells Fargo but is made and
                          intended for the
                          purpose of binding only Party B; and (d) under no circumstances
                          shall Wells
                          Fargo in its individual capacity be personally liable for
                          any payments
                          hereunder or for the breach or failure of any obligation,
                          representation,
                          warranty or covenant made or undertaken under this
                          Agreement.

                      


              

              


              
                	
                        (o)

                      	
                        Severability.
                          If
                          any term, provision, covenant, or condition of this Agreement,
                          or the
                          application thereof to any party or circumstance, shall
                          be held to be
                          invalid or unenforceable (in whole or in part) in any respect,
                          the
                          remaining terms, provisions, covenants, and conditions
                          hereof shall
                          continue in full force and effect as if this Agreement
                          had been executed
                          with the invalid or unenforceable portion eliminated, so
                          long as this
                          Agreement as so modified continues to express, without
                          material change,
                          the original intentions of the parties as to the subject
                          matter of this
                          Agreement and the deletion of such portion of this Agreement
                          will not
                          substantially impair the respective benefits or expectations
                          of the
                          parties; provided, however, that this severability provision
                          shall not be
                          applicable if any provision of Section 2, 5, 6, or 13 (or
                          any definition
                          or provision in Section 14 to the extent it relates to,
                          or is used in or
                          in connection with any such Section) shall be so held to
                          be invalid or
                          unenforceable. 

                      


              

              


              The
                parties shall endeavor to engage in good faith negotiations to replace
                any
                invalid or unenforceable term, provision, covenant or condition with
                a valid or
                enforceable term, provision, covenant or condition, the economic
                effect of which
                comes as close as possible to that of the invalid or unenforceable
                term,
                provision, covenant or condition. 

              


              
                	
                        (p)

                      	
                        Agent
                          for Party B. Party
                          A acknowledges that Party B has appointed the Trust Administrator
                          as its
                          agent under Pooling and Servicing Agreement to carry out
                          certain functions
                          on behalf of Party B, and that the Trust Administrator
                          shall be entitled
                          to give notices and to perform and satisfy the obligations
                          of Party B
                          hereunder on behalf of Party B.

                      


              

               

              
                	
                        (q)

                      	
                        Escrow
                          Payments.
                          If
                          (whether by reason of the time difference between the cities
                          in which
                          payments are to be made or otherwise) it is not possible
                          for simultaneous
                          payments to be made on any date on which both parties are
                          required to make
                          payments hereunder, either Party may at its option and
                          in its sole
                          discretion notify the other Party that payments on that
                          date are to be
                          made in escrow. In this case deposit of the payment due
                          earlier on that
                          date shall be made by 2:00 pm (local time at the place
                          for the earlier
                          payment) on that date with an escrow agent selected by
                          the notifying
                          party, accompanied by irrevocable payment instructions
                          (i) to release the
                          deposited payment to the intended recipient upon receipt
                          by the escrow
                          agent of the required deposit of any corresponding payment
                          payable by the
                          other party on the same date accompanied by irrevocable
                          payment
                          instructions to the same effect or (ii) if the required
                          deposit of the
                          corresponding payment is not made on that same date, to
                          return the payment
                          deposited to the party that paid it into escrow. The party
                          that elects to
                          have payments made in escrow shall pay all costs of the
                          escrow
                          arrangements.

                      


              

               

              
                	
                        (r)

                      	
                        Consent
                          to Recording.
                          Each party hereto consents to the monitoring or recording,
                          at any time and
                          from time to time, by the other party of any and all communications
                          between trading, marketing, and operations personnel of
                          the parties and
                          their Affiliates, waives any further notice of such monitoring
                          or
                          recording, and agrees to notify such personnel of such
                          monitoring or
                          recording. 

                      


              

              


              
                	
                        (s)

                      	
                        Waiver
                          of Jury Trial.
                          Each party waives any right it may have to a trial by jury
                          in respect of
                          any in respect of any suit, action or proceeding relating
                          to this
                          Agreement or any Credit Support Document.


                      


              

              


              
                	
                        (t)

                      	
                        Form
                          of ISDA Master Agreement. Party
                          A and Party B hereby agree that the text of the body of
                          the ISDA Master
                          Agreement is intended to be the printed form of the ISDA
                          Master Agreement
                          (Multicurrency -
                          Crossborder) as published and copyrighted in 1992 by the
                          International
                          Swaps and Derivatives Association,
                          Inc.

                      


              

              


              
                	
                        (u)

                      	
                        Payment
                          Instructions.
                          Party A hereby agrees that, unless notified in writing
                          by Party B of other
                          payment instructions, any and all amounts payable by Party
                          A to Party B
                          under this Agreement shall be paid to the account specified
                          in Item 4 of
                          this Confirmation, below. 

                      


              

              


              
                	
                        (v)

                      	
                        Additional
                          representations.

                      


              

              


              
                	 	
                        (i)

                      	
                        Representations
                          of Party A.
                          Party A represents to Party B on the date on which Party
                          A enters into
                          each Transaction that:--

                      


              

               

              Party
                A’s
                obligations under this Agreement rank pari passu with all of Party
                A’s other
                unsecured, unsubordinated obligations except those obligations preferred
                by
                operation of law.

              


              
                	 	
                        (ii)

                      	
                        Capacity.
                          Party A represents to Party B on the date on which Party
                          A enters into
                          this Agreement that it is entering into the Agreement and
                          the Transaction
                          as principal and not as agent of any person. Party B represents
                          to Party A
                          on the date on which Party B enters into this Agreement
                          that it is
                          entering into the Agreement and the Transaction in its
                          capacity as Trust
                          Administrator.

                      


              

               

              
                	
                        (w)

                      	
                        Acknowledgements.

                      


              

              


              
                	 	
                        (i)

                      	
                        Substantial
                          financial transactions.
                          Each party hereto is hereby advised and acknowledges as
                          of the date hereof
                          that the other party has engaged in (or refrained from
                          engaging in)
                          substantial financial transactions and has taken (or refrained
                          from
                          taking) other material actions in reliance upon the entry
                          by the parties
                          into the Transaction being entered into on the terms and
                          conditions set
                          forth herein and in the Pooling and Servicing Agreement
                          relating to such
                          Transaction, as applicable. This paragraph shall be deemed
                          repeated on the
                          trade date of each Transaction.

                      


              

               

              
                	 	
                        (ii)

                      	
                        Bankruptcy
                          Code.
                          Subject to Part 5(m), without limiting the applicability
                          if any, of any
                          other provision of the U.S. Bankruptcy Code as amended
                          (the “Bankruptcy
                          Code”) (including without limitation Sections 362, 546, 556,
                          and 560
                          thereof and the applicable definitions in Section 101 thereof),
                          the
                          parties acknowledge and agree that all Transactions entered
                          into hereunder
                          will constitute “forward contracts” or “swap agreements” as defined in
                          Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                          Section 761 of the Bankruptcy Code, that the rights of
                          the parties under
                          Section 6 of this Agreement will constitute contractual
                          rights to
                          liquidate Transactions, that any margin or collateral provided
                          under any
                          margin, collateral, security, pledge, or similar agreement
                          related hereto
                          will constitute a “margin payment” as defined in Section 101 of the
                          Bankruptcy Code, and that the parties are entities entitled
                          to the rights
                          under, and protections afforded by, Sections 362, 546,
                          556, and 560 of the
                          Bankruptcy Code.

                      


              

               

              
                	
                        (x)

                      	
                        Reserved
                          

                      


              

               

              (y)
                          Reserved

               

              (z)         
                 Additional
                Definitions. 

               

              As
                used
                in this Agreement, the following terms shall have the meanings set
                forth below,
                unless the context clearly requires otherwise: 

               

              “Approved
                Ratings Threshold”
                means
                each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
                Ratings Threshold.

              


              “Approved
                Replacement” means,
                with respect to a Market Quotation, an entity making such Market
                Quotation,
                which entity would satisfy conditions (a), (b), (c) and (e) of the
                definition of
                Permitted Transfer (as determined by Party B in its sole discretion,
                acting in a
                commercially reasonable manner) if such entity were a Transferee,
                as defined in
                the definition of Permitted Transfer.

              


              “Cap
                Rating Agencies”
                means,
                with respect to any date of determination, each of S&P and Moody’s, to the
                extent that each such rating agency is then providing a rating for
                any of the
                MASTR Asset Backed Securities Trust 2006-HE4, Mortgage Pass Through
                Certificates, Series 2006-HE4 (the “Certificates”) or any notes backed by the
                Certificates (the “Notes”).

              


              “Derivative
                Provider Trigger Event”
                means
                (i) an Event of Default with respect to which Party A is a Defaulting
                Party,
                (ii) a Termination Event with respect to which Party A is the sole
                Affected
                Party or (iii) an Additional Termination Event with respect to which
                Party A is
                the sole Affected Party.

              


              “Eligible
                Guarantee”
                means an
                unconditional and irrevocable guarantee of all present and future
                obligations
                (for the avoidance of doubt, not limited to payment obligations)
                of Party A or
                an Eligible Replacement to Party B under this Agreement that is provided
                by an
                Eligible Guarantor as principal debtor rather than surety and that
                is directly
                enforceable by Party B, the form and substance of which guarantee
                are subject to
                the Rating Agency Condition with respect to S&P, and either (A) a law firm
                has given a legal opinion confirming that none of the guarantor’s payments to
                Party B under such guarantee will be subject to Tax
                collected by withholding or
                (B)
                such guarantee provides that, in the event that any of such guarantor’s payments
                to Party B are subject to Tax collected by withholding, such guarantor
                is
                required to pay such additional amount as is necessary to ensure
                that the net
                amount actually received by Party B (free and clear of any Tax collected
                by
                withholding) will equal the full amount Party B would have received
                had no such
                withholding been required.

              


              “Eligible
                Guarantor” means
                an
                entity that (A) has credit ratings at least equal to the Approved
                Ratings
                Threshold or (B) has credit ratings at least equal to the Required
                Ratings
                Threshold, provided, for the avoidance of doubt, that an Eligible
                Guarantee of
                an Eligible Guarantor with credit ratings below the Approved Ratings
                Threshold
                will not cause a Collateral Event (as defined in the Credit Support
                Annex) not
                to occur or continue. 

              


              “Eligible
                Replacement”
                means an
                entity (i) that has credit ratings at least equal to the Approved
                Ratings
                Threshold, (ii) has credit ratings at least equal to the Required
                Ratings
                Threshold, provided, for the avoidance of doubt, that an Eligible
                Guarantee of
                an Eligible Guarantor with credit ratings below the Approved Ratings
                Threshold
                will not cause a Collateral Event (as defined in the Credit Support
                Annex) not
                to occur or continue, or (iii) the present and future obligations
                (for the
                avoidance of doubt, not limited to payment obligations) of which
                entity to Party
                B under this Agreement are guaranteed pursuant to an Eligible Guarantee
                provided
                by an Eligible Guarantor.

              


              “Firm
                Offer”
                means
                (A) with respect to an Eligible Replacement, a quotation from such
                Eligible
                Replacement (i) in an amount equal to the actual amount payable by
                or to Party B
                in consideration of an agreement between Party B and such Eligible
                Replacement
                to replace Party A as the counterparty to this Agreement by way of
                novation or,
                if such novation is not possible, an agreement between Party B and
                such Eligible
                Replacement to enter into a Replacement Transaction (assuming that
                all
                Transactions hereunder become Terminated Transactions), and (ii)
                that
                constitutes an offer by such Eligible Replacement to replace Party
                A as the
                counterparty to this Agreement or enter a Replacement Transaction
                that will
                become legally binding upon such Eligible Replacement upon acceptance
                by Party
                B, and (B) with respect to an Eligible Guarantor, an offer by such
                Eligible
                Guarantor to provide an Eligible Guarantee that will become legally
                binding upon
                such Eligible Guarantor upon acceptance by the offeree.

              


              “Moody’s” means
                Moody’s Investors Service, Inc., or any successor thereto. 

              


              “Moody’s
                First Trigger Ratings Threshold” means,
                with respect to Party A, the guarantor under an Eligible Guarantee
                or an
                Eligible Replacement, (i) if such entity has both a long-term unsecured
                and
                unsubordinated debt rating or counterparty rating from Moody’s and a short-term
                unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
                unsubordinated debt rating or
                counterparty rating from
                Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
                Moody’s of “Prime-1”, or (ii) if such entity has only a long-term unsecured and
                unsubordinated debt rating or counterparty rating from Moody’s, a long-term
                unsecured and unsubordinated debt rating or counterparty rating from
                Moody’s of
“A1”.

              


              “Moody’s
                Second Trigger Ratings Event” means
                that no
                Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
                Second Trigger Rating Threshold. 

              


              “Moody’s
                Second Trigger Ratings Threshold” means,
                with respect to Party A, the guarantor under an Eligible Guarantee
                or an
                Eligible Replacement, (i) if such entity has both a long-term unsecured
                and
                unsubordinated debt rating or counterparty rating from Moody’s and a short-term
                unsecured and unsubordinated debt rating from Moody’s, a long-term unsecured and
                unsubordinated debt rating or counterparty rating from Moody’s of “A3” or a
                short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
                or (ii) if such entity has only a long-term unsecured and unsubordinated
                debt
                rating or counterparty rating from Moody’s, a long-term unsecured and
                unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

              


              “Permitted
                Transfer” means
                a
                transfer by novation by Party A to a transferee (the “Transferee”) of all, but
                not less than all, of Party A’s rights, liabilities, duties and obligations
                under this Agreement, with respect to which transfer each of the
                following
                conditions is satisfied: (a) the Transferee is an Eligible Replacement
                that is a
                recognized dealer in interest rate swaps organized under the laws
                of the United
                States of America or a jurisdiction located in the United States
                of America (or
                another jurisdiction reasonably acceptable to Party B), (b) as of
                the date of
                such transfer the Transferee would not be required to withhold or
                deduct on
                account of Tax from any payments under this Agreement or would be
                required to
                gross up for such Tax under Section 2(d)(i)(4), (c) an Event of Default
                or
                Termination Event would not occur as a result of such transfer, (d)
                Party B has
                consented in writing to the transfer, such consent not to be unreasonably
                withheld, (e) the transfer would not give rise to a taxable event
                or any other
                adverse Tax consequences to Party B or its interest holders, as determined
                by
                Party B in its sole discretion, (f) pursuant to a written instrument
                (the
“Transfer Agreement”), the Transferee acquires and assumes all rights and
                obligations of Party A under the Agreement and the relevant Transaction,
                (g)
                Party B shall have determined, in its sole discretion, acting in
                a commercially
                reasonable manner, that such Transfer Agreement is effective to transfer
                to the
                Transferee all, but not less than all, of Party A’s rights and obligations under
                the Agreement and all relevant Transactions; (h) Party A will be
                responsible for
                any costs or expenses incurred in connection with such transfer (including
                any
                replacement cost of entering into a replacement transaction); (i)
                either (A)
                Moody’s has been given prior written notice of such transfer and the Rating
                Agency Condition is satisfied with respect to S&P or (B) each Cap Rating
                Agency has been given prior written notice of such transfer and such
                transfer is
                in connection with the assignment and assumption of this Agreement
                without
                modification of its terms, other than party names, dates relevant
                to the
                effective date of such transfer, tax representations (provided that
                the
                representations in Part 2(a)(i) are not modified) and any other representations
                regarding the status of the substitute counterparty of the type included
                in Part
                5(b)(iv), Part 5(v)(i)(2) or Part 5(v)(ii), notice information and
                account
                details; and (j) such transfer otherwise complies with the terms
                of the Pooling
                and Servicing Agreement. 

               

              “Rating
                Agency Condition”
                means,
                with respect to any particular proposed act or omission to act hereunder
                and
                each Cap Rating Agency specified in connection with such proposed
                act or
                omission, that the party acting or failing to act must consult with
                each of the
                specified Cap Rating Agencies and receive from each such Cap Rating
                Agency a
                prior written confirmation that the proposed action or inaction would
                not cause
                a downgrade or withdrawal of the then-current rating of any Certificates
                or
                Notes.

              


              “Relevant
                Entity” means
                Party A and, to the extent applicable, a guarantor under an Eligible
                Guarantee.

              


              “Replacement
                Transaction”
                means,
                with respect to any Terminated Transaction or group of Terminated
                Transactions,
                a transaction or group of transactions that (i) would have the effect
                of
                preserving for Party B the economic equivalent of any payment or
                delivery
                (whether the underlying obligation was absolute or contingent and
                assuming the
                satisfaction of each applicable condition precedent) by the parties
                under
                Section 2(a)(i) in respect of such Terminated Transaction or group
                of Terminated
                Transactions that would, but for the occurrence of the relevant Early
                Termination Date, have been required after that Date, and (ii) has
                terms which
                are substantially the same as this Agreement, including, without
                limitation,
                rating triggers, Regulation AB compliance, and credit support documentation,
                save for the exclusion of provisions relating to Transactions that
                are not
                Terminated Transaction, as determined by Party B in its sole discretion,
                acting
                in a commercially reasonable manner.

              


              “Required
                Ratings Downgrade Event”
                shall
                have the meaning assigned thereto in Part 5(d).

              


              “Required
                Ratings Threshold” means
                each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
                Ratings Threshold.

              


              “S&P”
                means
                Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
                Inc., or any successor thereto. 

              


              “S&P
                Approved Ratings Threshold”
                means,
                with respect to Party A, the guarantor under an Eligible Guarantee
                or an
                Eligible Replacement, a short-term unsecured and unsubordinated debt
                rating from
                S&P of “A-1”, or, if such entity does not have a short-term unsecured and
                unsubordinated debt rating from S&P, a long-term unsecured and
                unsubordinated debt rating from S&P of “A+”.

              


              “S&P
                Required Ratings Threshold”
                means,
                with respect to Party A, the guarantor under an Eligible Guarantee
                or an
                Eligible Replacement, a long-term unsecured and unsubordinated debt
                rating from
                S&P of “BBB+”. 

              


              Remainder
                of this page intentionally left blank.

               

               

              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              4. Account
                Details and Settlement Information:  

               

              Payments
                to Party A:           
  JPMorgan
                Chase Bank

              SWIFT:
                  CHASUS33

              Account
                of:        Swiss
                Re
                Financial Products

              Account
                No.:      066-911184
                

              ABA#:  
                  021000021

               

              Payments
                to Party B:           
  Wells
                Fargo Bank, N.A.

              San
                Francisco, California

              ABA#:
                121-000-248

              Account#:
                3970771416

              Account
                Name: SAS Clearing

              FFC#:
                50970303

              


              This
                Agreement may be executed in several counterparts, each of which
                shall be deemed
                an original but all of which together shall constitute one and the
                same
                instrument.

              


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              


              We
                are
                very pleased to have executed this Transaction with you and we look
                forward to
                completing other transactions with you in the near future.

              


              Very
                truly yours,

              


              Swiss
                Re
                Financial Products Corporation

              


              


              By: _______________________________ 

              Name:   

              Title:    

              


              


              Party
                B,
                acting through its duly authorized signatory, hereby agrees to, accepts
                and
                confirms the terms of the foregoing as of the date hereof.

              


              Wells
                Fargo Bank, N.A. not in its individual capacity but solely as Trust
                Administrator with respect to the MASTR Asset Backed Securities Trust
                2006-HE4,
                Mortgage Pass Through Certificates, Series 2006-HE4

              


              By: _______________________________
                

              Name: 

              Title:

               

              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              


              SCHEDULE
                I

               

              All
                such
                dates subject adjustment in accordance with the Modified Following
                Business Day
                Convention 

               

              
                	
                         

                        From
                          and Including

                      	
                        To
                          but Excluding

                      	
                        Cap
                          Contract

                        Calculation
                          Amount

                        (USD)

                      
	
                        Effective
                          Date

                      	
                        December
                          25, 2007

                      	
                        $
                          78,780 

                      
	
                        December
                          25, 2007

                      	
                        January
                          25, 2008

                      	
                        $
                          85,008 

                      
	
                        January
                          25, 2008

                      	
                        February
                          25, 2008

                      	
                        $
                          90,544 

                      
	
                        February
                          25, 2008

                      	
                        March
                          25, 2008

                      	
                        $
                          95,432 

                      
	
                        March
                          25, 2008

                      	
                        April
                          25, 2008

                      	
                        $
                          99,720 

                      
	
                        April
                          25, 2008

                      	
                        May
                          25, 2008

                      	
                        $
                          103,452 

                      
	
                        May
                          25, 2008

                      	
                        June
                          25, 2008

                      	
                        $
                          106,668 

                      
	
                        June
                          25, 2008

                      	
                        July
                          25, 2008

                      	
                        $
                          109,408 

                      
	
                        July
                          25, 2008

                      	
                        August
                          25, 2008

                      	
                        $
                          114,300 

                      
	
                        August
                          25, 2008

                      	
                        September
                          25, 2008

                      	
                        $
                          120,412 

                      
	
                        September
                          25, 2008

                      	
                        October
                          25, 2008

                      	
                        $
                          124,708 

                      
	
                        October
                          25, 2008

                      	
                        November
                          25, 2008

                      	
                        $
                          127,480 

                      
	
                        November
                          25, 2008

                      	
                        December
                          25, 2008

                      	
                        $
                          128,972 

                      
	
                        December
                          25, 2008

                      	
                        January
                          25, 2009

                      	
                        $
                          128,932 

                      
	
                        January
                          25, 2009

                      	
                        February
                          25, 2009

                      	
                        $
                          127,876 

                      
	
                        February
                          25, 2009

                      	
                        March
                          25, 2009

                      	
                        $
                          126,620 

                      
	
                        March
                          25, 2009

                      	
                        April
                          25, 2009

                      	
                        $
                          125,192 

                      
	
                        April
                          25, 2009

                      	
                        May
                          25, 2009

                      	
                        $
                          123,608 

                      
	
                        May
                          25, 2009

                      	
                        June
                          25, 2009

                      	
                        $
                          121,892 

                      
	
                        June
                          25, 2009

                      	
                        July
                          25, 2009

                      	
                        $
                          120,060 

                      
	
                        July
                          25, 2009

                      	
                        August
                          25, 2009

                      	
                        $
                          118,504 

                      
	
                        August
                          25, 2009

                      	
                        September
                          25, 2009

                      	
                        $
                          116,964 

                      
	
                        September
                          25, 2009

                      	
                        October
                          25, 2009

                      	
                        $
                          115,060 

                      
	
                        October
                          25, 2009

                      	
                        November
                          25, 2009

                      	
                        $
                          112,856 

                      
	
                        November
                          25, 2009

                      	
                        December
                          25, 2009

                      	
                        $
                          110,420 

                      
	
                        December
                          25, 2009

                      	
                        January
                          25, 2010

                      	
                        $
                          107,852 

                      
	
                        January
                          25, 2010

                      	
                        February
                          25, 2010

                      	
                        $
                          105,248 

                      
	
                        February
                          25, 2010

                      	
                        March
                          25, 2010

                      	
                        $
                          102,640 

                      
	
                        March
                          25, 2010

                      	
                        April
                          25, 2010

                      	
                        $
                          100,036 

                      
	
                        April
                          25, 2010

                      	
                        May
                          25, 2010

                      	
                        $
                          97,440 

                      
	
                        May
                          25, 2010

                      	
                        June
                          25, 2010

                      	
                        $
                          94,860 

                      
	
                        June
                          25, 2010

                      	
                        July
                          25, 2010

                      	
                        $
                          92,300 

                      
	
                        July
                          25, 2010

                      	
                        August
                          25, 2010

                      	
                        $
                          89,764 

                      
	
                        August
                          25, 2010

                      	
                        September
                          25, 2010

                      	
                        $
                          87,260 

                      
	
                        September
                          25, 2010

                      	
                        October
                          25, 2010

                      	
                        $
                          84,792 

                      
	
                        October
                          25, 2010

                      	
                        November
                          25, 2010

                      	
                        $
                          82,356 

                      
	
                        November
                          25, 2010

                      	
                        December
                          25, 2010

                      	
                        $
                          79,964 

                      
	
                        December
                          25, 2010

                      	
                        January
                          25, 2011

                      	
                        $
                          77,608 

                      
	
                        January
                          25, 2011

                      	
                        February
                          25, 2011

                      	
                        $
                          75,300 

                      
	
                        February
                          25, 2011

                      	
                        March
                          25, 2011

                      	
                        $
                          73,036 

                      
	
                        March
                          25, 2011

                      	
                        April
                          25, 2011

                      	
                        $
                          70,820 

                      
	
                        April
                          25, 2011

                      	
                        May
                          25, 2011

                      	
                        $
                          68,652 

                      
	
                        May
                          25, 2011

                      	
                        June
                          25, 2011

                      	
                        $
                          66,532 

                      
	
                        June
                          25, 2011

                      	
                        July
                          25, 2011

                      	
                        $
                          64,464 

                      
	
                        July
                          25, 2011

                      	
                        August
                          25, 2011

                      	
                        $
                          62,444 

                      
	
                        August
                          25, 2011

                      	
                        September
                          25, 2011

                      	
                        $
                          60,472 

                      
	
                        September
                          25, 2011

                      	
                        October
                          25, 2011

                      	
                        $
                          58,548 

                      
	
                        October
                          25, 2011

                      	
                        November
                          25, 2011

                      	
                        $
                          56,672 

                      
	
                        November
                          25, 2011

                      	
                        December
                          25, 2011

                      	
                        $
                          174,172 

                      
	
                        December
                          25, 2011

                      	
                        January
                          25, 2012

                      	
                        $
                          166,752 

                      
	
                        January
                          25, 2012

                      	
                        February
                          25, 2012

                      	
                        $
                          159,664 

                      
	
                        February
                          25, 2012

                      	
                        March
                          25, 2012

                      	
                        $
                          152,896 

                      
	
                        March
                          25, 2012

                      	
                        April
                          25, 2012

                      	
                        $
                          146,432 

                      
	
                        April
                          25, 2012

                      	
                        May
                          25, 2012

                      	
                        $
                          140,256 

                      
	
                        May
                          25, 2012

                      	
                        June
                          25, 2012

                      	
                        $
                          134,356 

                      
	
                        June
                          25, 2012

                      	
                        July
                          25, 2012

                      	
                        $
                          128,716 

                      
	
                        July
                          25, 2012

                      	
                        August
                          25, 2012

                      	
                        $
                          123,328 

                      
	
                        August
                          25, 2012

                      	
                        September
                          25, 2012

                      	
                        $
                          118,180 

                      
	
                        September
                          25, 2012

                      	
                        October
                          25, 2012

                      	
                        $
                          113,260 

                      
	
                        October
                          25, 2012

                      	
                        November
                          25, 2012

                      	
                        $
                          108,556 

                      
	
                        November
                          25, 2012

                      	
                        December
                          25, 2012

                      	
                        $
                          104,060 

                      
	
                        December
                          25, 2012

                      	
                        January
                          25, 2013

                      	
                        $
                          99,760 

                      
	
                        January
                          25, 2013

                      	
                        February
                          25, 2013

                      	
                        $
                          95,648 

                      
	
                        February
                          25, 2013

                      	
                        March
                          25, 2013

                      	
                        $
                          91,716 

                      
	
                        March
                          25, 2013

                      	
                        April
                          25, 2013

                      	
                        $
                          87,956 

                      
	
                        April
                          25, 2013

                      	
                        May
                          25, 2013

                      	
                        $
                          84,360 

                      
	
                        May
                          25, 2013

                      	
                        June
                          25, 2013

                      	
                        $
                          80,916 

                      
	
                        June
                          25, 2013

                      	
                        July
                          25, 2013

                      	
                        $
                          77,624 

                      
	
                        July
                          25, 2013

                      	
                        August
                          25, 2013

                      	
                        $
                          74,476 

                      
	
                        August
                          25, 2013

                      	
                        September
                          25, 2013

                      	
                        $
                          71,460 

                      
	
                        September
                          25, 2013

                      	
                        October
                          25, 2013

                      	
                        $
                          68,576 

                      
	
                        October
                          25, 2013

                      	
                        Termination
                          Date

                      	
                        $
                          65,816 

                      


              

               

               

              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Annex
                A

              


              Paragraph
                13 of the Credit Support Annex

               

              

                ANNEX
                  A

                


                ISDA®

                CREDIT
                  SUPPORT ANNEX

                to
                  the
                  Schedule to the

                ISDA
                  Master Agreement

                dated
                  as
                  of November 30, 2006 between

                Swiss
                  Re
                  Financial Products Corporation (hereinafter referred to as “Party
                  A”
                  or
“Pledgor”)

                and

                Wells
                  Fargo Bank, N.A. not in its individual capacity but solely as Trust
                  Administrator with respect to the MASTR Asset Backed Securities
                  Trust 2006-HE4,
                  Mortgage Pass Through Certificates, Series 2006-HE4 

                (hereinafter
                  referred to as “Party
                  B”
                  or
“Secured
                  Party”).

                


                For
                  the
                  avoidance of doubt, and notwithstanding anything to the contrary
                  that may be
                  contained in the Agreement, this Credit Support Annex shall relate
                  solely to the
                  Transaction documented in the Confirmation dated November 30, 2006,
                  between
                  Party A and Party B, Reference Number 1148792.

                


                 

                Paragraph
                  13. Elections and Variables.

                 

                
                  	(a)  	
                          Security
                            Interest for “Obligations”.
                            The term “Obligations”
                            as
                            used in this Annex includes the following additional
                            obligations:

                        


                

                 

                With
                  respect to Party A: not applicable.

                 

                With
                  respect to Party B: not applicable.

                 

                
                  	(b)  	
                          Credit
                            Support Obligations.

                        


                

                 

                
                  	(i)  	
                          Delivery
                            Amount, Return Amount and Credit Support
                            Amount.

                        


                

                 

                
                  	(A)  	
                          “Delivery
                            Amount”
                            has the meaning specified in Paragraph 3(a) as amended
                            (I) by deleting the
                            words “upon a demand made by the Secured Party on or promptly
                            following a
                            Valuation Date” and inserting in lieu thereof the words “not later than
                            the close of business on each Valuation Date” and (II) by deleting in its
                            entirety the sentence beginning “Unless otherwise specified in Paragraph
                            13” and ending “(ii) the Value as of that Valuation Date of all Posted
                            Credit Support held by the Secured Party.” and inserting in lieu thereof
                            the following:

                        


                

                 

                The
                  “Delivery
                  Amount”
                  applicable to the Pledgor for any Valuation Date will equal the
                  greatest of


                 

                
                  	 	
                          (1)
                            

                        	
                          the
                            amount by which (a) the S&P Credit Support Amount for such Valuation
                            Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                            Credit Support held by the Secured Party,


                        


                

                 

                
                  	 	
                          (2)
                            

                        	
                          the
                            amount by which (a) the Moody’s First Trigger Credit Support Amount for
                            such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                            Valuation Date of all Posted Credit Support held by the
                            Secured Party,
                            and

                        


                

                 

                
                  	 	
                          (3)
                            

                        	
                          the
                            amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                            such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                            such Valuation Date of all Posted Credit Support held
                            by the Secured
                            Party.

                        


                

                 

                
                  	(B)  	
                          “Return
                            Amount”
                            has the meaning specified in Paragraph 3(b) as amended
                            by deleting in its
                            entirety the sentence beginning “Unless otherwise specified in Paragraph
                            13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                            thereof the following:

                        


                

                 

                The
                  “Return
                  Amount”
                  applicable to the Secured Party for any Valuation Date will equal
                  the least of


                 

                
                  	 	
                          (1)
                            

                        	
                          the
                            amount by which (a) the S&P Value as of such Valuation Date of all
                            Posted Credit Support held by the Secured Party exceeds
                            (b) the S&P
                            Credit Support Amount for such Valuation Date,


                        


                

                 

                
                  	 	
                          (2)
                            

                        	
                          the
                            amount by which (a) the Moody’s First Trigger Value as of such Valuation
                            Date of all Posted Credit Support held by the Secured
                            Party exceeds (b)
                            the Moody’s First Trigger Credit Support Amount for such Valuation
                            Date,
                            and

                        


                

                 

                
                  	 	
                          (3)
                            

                        	
                          the
                            amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                            Date of all Posted Credit Support held by the Secured
                            Party exceeds (b)
                            the Moody’s Second Trigger Credit Support Amount for such Valuation
                            Date.

                        


                

                 

                
                  	(C)  	
                          “Credit
                            Support Amount”
                            shall not apply. For purposes of calculating any Delivery
                            Amount or Return
                            Amount for any Valuation Date, reference shall be made
                            to the S&P
                            Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                            the Moody’s Second Trigger Credit Support Amount, in each case
                            for such
                            Valuation Date, as provided in Paragraphs 13(b)(i)(A)
                            and 13(b)(i)(B),
                            above.

                        


                

                 

                
                  	(ii)  	
                          Eligible
                            Collateral.
                            

                        


                

                 

                On
                  any
                  date, the following items denominated in U.S. Dollars will qualify
                  as
“Eligible
                  Collateral”:

                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                


                 

                
                  	
                           

                          Collateral
                            

                        	
                          S&P

                          Valuation
                            

                          Percentage

                        	
                          Moody’s
                            

                          First
                            Trigger

                          Valuation

                          Percentage

                        	
                          Moody’s
                            

                          Second
                            Trigger

                          Valuation

                          Percentage

                        
	
                          (A)  Cash

                        	
                          100%

                        	
                          100%

                        	
                          100%

                        
	 	 	 	 
	
                          (B)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of less than one year

                        	
                          98.5%

                        	
                          100%

                        	
                          100%

                        
	 	 	 	 
	
                          (C)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of at least one year
                            but less than two
                            years

                        	
                          89.9%

                        	
                          100%

                        	
                          99%

                        
	 	 	 	 
	
                          (D)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of at least two years
                            but less than
                            three years

                        	
                          89.9%

                        	
                          100%

                        	
                          98%

                        
	 	 	 	 
	
                          (E)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of at least three years
                            but less than
                            five years

                        	
                          89.9%

                        	
                          100%

                        	
                          97%

                        
	 	 	 	 
	
                          (F)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of at least five years
                            but less than
                            seven years

                        	
                          89.9%

                        	
                          100%

                        	
                          95%

                        
	 	 	 	 
	
                          (G)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of at least seven years
                            but less than
                            ten years

                        	
                          89.9%

                        	
                          100%

                        	
                          94%

                        
	 	 	 	 
	
                          (H)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of ten to twenty years

                        	
                          83.9%

                        	
                          100%

                        	
                          89%

                        
	 	 	 	 
	
                          (I)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of more than twenty
                            years

                        	
                          83.9%

                        	
                          100%

                        	
                          87%

                        


                

                


                 

                
                  	(iii)  	
                          Other
                            Eligible Support. 

                        


                

                 

                The
                  following items will qualify as “Other
                  Eligible Support”
                  for the
                  party specified: 

                 

                Not
                  applicable.

                 

                
                  	(iv)  	
                          Threshold.

                        


                

                 

                
                  	(A)  	
                          “Independent
                            Amount”
                            means zero with respect to Party A and Party
                            B.

                        


                

                 

                
                  	(B)  	
                          “Threshold”
                            means, with respect to Party A and any Valuation Date,
                            zero if (i) a
                            Collateral Event has occurred and has been continuing
                            (x) for at least 30
                            days or (y) since this Annex was executed, or (ii) a
                            S&P Required
                            Ratings Downgrade Event has occurred and is continuing;
                            otherwise,
                            infinity.

                        


                

                 

                  “Threshold”
                  means,
                  with respect to Party B and any Valuation Date, infinity.

                 

                
                  	(C)  	
                          “Minimum
                            Transfer Amount” means
                            USD 100,000 with respect to Party A and Party B; provided,
                            however, that
                            if the aggregate Certificate Principal Balance and note
                            principal balance
                            of Certificates and Notes rated by S&P ceases to be more than USD
                            50,000,000, the “Minimum
                            Transfer Amount”
                            shall be USD 50,000.

                        


                

                 

                
                  	(D)  	
                          Rounding:
                            The Delivery Amount will be rounded up to the nearest
                            integral multiple of
                            USD 10,000. The Return Amount will be rounded down to
                            the nearest integral
                            multiple of USD 1,000.

                        


                

                 

                
                  	(c)  	
                          Valuation
                            and Timing.

                        


                

                 

                
                  	(i)  	
                          “Valuation
                            Agent”
                            means Party A; provided, however, that if an Event of
                            Default shall have
                            occurred with respect to which Party A is the Defaulting
                            Party, Party B
                            shall have the right to designate as Valuation Agent
                            an independent party,
                            reasonably acceptable to Party A, the cost for which
                            shall be borne by
                            Party A. All calculations by the Valuation Agent must
                            be made in
                            accordance with standard market practice, including,
                            in the event of a
                            dispute as to the Value of any Eligible Credit Support
                            or Posted Credit
                            Support, by making reference to quotations received by
                            the Valuation Agent
                            from one or more Pricing Sources.

                        


                

                 

                
                  	(ii)  	
                          “Valuation
                            Date” means
                            the first Local Business Day in each week on which any
                            of the S&P
                            Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
                            the Moody’s Second Trigger Credit Support Amount is greater than
                            zero.

                        


                

                 

                
                  	(iii)  	
                          “Valuation
                            Time” means
                            the close of business in the city of the Valuation Agent
                            on the Local
                            Business Day immediately preceding the Valuation Date
                            or date of
                            calculation, as applicable; provided
                            that the calculations of Value and Exposure will be made
                            as of
                            approximately the same time on the same date.


                        


                

                 

                
                  	(iv)  	
                          “Notification
                            Time” means
                            10:00 a.m., New York time, on a Local Business Day.
                            

                        


                

                 

                
                  	(v)  	
                          External
                            Verification.
                            Notwithstanding anything to the contrary in the definitions
                            of Valuation
                            Agent or Valuation Date, at any time at which Party A
                            (or, to the extent
                            applicable, its Credit Support Provider) does not have
                            a long-term
                            unsubordinated and unsecured debt rating of at least
“BBB+” from S&P,
                            the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                            the S&P Value of Posted Credit Suppport on each Valuation Date
                            based
                            on internal marks and (B) verify such calculations with
                            external marks
                            monthly by obtaining on the last Local Business Day of
                            each calendar month
                            two external marks for each Transaction to which this
                            Annex relates and
                            for all Posted Credit Suport; such verification of the
                            Secured Party’s
                            Exposure shall be based on the higher of the two external
                            marks. Each
                            external mark in respect of a Transaction shall be obtained
                            from an
                            independent Reference Market-maker that would be eligible
                            and willing to
                            enter into such Transaction in the absence of the current
                            derivative
                            provider, provided that an external mark may not be obtained
                            from the same
                            Reference Market-maker more than four times in any 12-month
                            period. The
                            Valuation Agent shall obtain these external marks directly
                            or through an
                            independent third party, in either case at no cost to
                            Party B. The
                            Valuation Agent shall calculate on each Valuation Date
                            (for purposes of
                            this paragraph, the last Local Business Day in each calendar
                            month
                            referred to above shall be considered a Valuation Date)
                            the Secured
                            Party’s Exposure based on the greater of the Valuation Agent’s internal
                            marks and the external marks received. If the S&P Value on any such
                            Valuation Date of all Posted Credit Support then held
                            by the Secured Party
                            is less than the S&P Credit Support Amount on such Valuation Date (in
                            each case as determined pursuant to this paragraph),
                            Party A shall, within
                            three Local Business Days of such Valuation Date, Transfer
                            to the Secured
                            Party Eligible Credit Support having an S&P Value as of the date of
                            Transfer at least equal to such deficiency.


                        


                

                 

                
                  	(vi)  	
                          Notice
                            to S&P. 
                            At
                            any time at which Party A (or, to the extent applicable,
                            its Credit
                            Support Provider) does not have a long-term unsubordinated
                            and unsecured
                            debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                            provide to S&P not later than the Notification Time on the Local
                            Business Day following each Valuation Date its calculations
                            of the Secured
                            Party’s Exposure and the S&P Value of any Eligible Credit Support or
                            Posted Credit Support for that Valuation Date. The Valuation
                            Agent shall
                            also provide to S&P any external marks received pursuant to the
                            preceding paragraph.

                        


                

                 

                
                  	(d)  	
                          Conditions
                            Precedent and Secured Party’s Rights and
                            Remedies.
                            The following Termination Events will be a “Specified
                            Condition”
                            for the party specified (that party being the Affected
                            Party if the
                            Termination Event occurs with respect to that party):
                            With respect to
                            Party A: any Additional Termination Event with respect
                            to which Party A is
                            the sole Affected Party. With respect to Party B:
                            None.

                        


                

                 

                
                  	(e)  	
                          Substitution.

                        


                

                 

                
                  	(i)  	
                          “Substitution
                            Date”
                            has the meaning specified in Paragraph
                            4(d)(ii).

                        


                

                 

                
                  	(ii)  	
                          Consent.
                            If
                            specified here as applicable, then the Pledgor must obtain
                            the Secured
                            Party’s consent for any substitution pursuant to Paragraph
                            4(d):
                            Inapplicable.

                        


                

                 

                
                  	(f)  	
                          Dispute
                            Resolution.

                        


                

                 

                
                  	(i)  	
                          “Resolution
                            Time”
                            means 1:00 p.m. New York time on the Local Business Day
                            following the date
                            on which the notice of the dispute is given under Paragraph
                            5.

                        


                

                 

                
                  	(ii)  	
                          Value.
                            Notwithstanding anything to the contrary in Paragraph
                            12, for the purpose
                            of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                            Value, and Moody’s Second Trigger Value, on any date, of Eligible
                            Collateral other than Cash will be calculated as follows:
                            

                        


                

                 

                For
                  Eligible Collateral in the form of securities listed in Paragraph
                  13(b)(ii): the
                  sum of (A) the product of (1)(x) the bid price at the Valuation Time for such
                  securities on the principal national securities exchange on which
                  such
                  securities are listed, or (y) if such securities are not listed
                  on a national
                  securities exchange, the bid price for such securities quoted at
                  the Valuation
                  Time by any principal market maker for such securities selected
                  by the Valuation
                  Agent, or (z) if no such bid price is listed or quoted for such
                  date, the bid
                  price listed or quoted (as the case may be) at the Valuation Time
                  for the day
                  next preceding such date on which such prices were available and
                  (2) the
                  applicable Valuation Percentage for such Eligible Collateral, and
                  (B) the
                  accrued interest on such securities (except to the extent Transferred
                  to the
                  Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable
                  price
                  referred to in the immediately preceding clause (A)) as of such
                  date.

                 

                
                  	(iii)  	
                          Alternative.
                            The provisions of Paragraph 5 will
                            apply.

                        


                

                 

                
                  	(g)  	
                          Holding
                            and Using Posted
                            Collateral.

                        


                

                 

                
                  	(i)  	
                          Eligibility
                            to Hold Posted Collateral; Custodians.  Party
                            B (or any Custodian) will be entitled to hold Posted
                            Collateral pursuant
                            to Paragraph 6(b). 

                        


                

                 

                Party
                  B
                  may appoint as Custodian (A) the entity then serving as Trustee
                  or (B) any
                  entity other than the entity then serving as Trustee if such other
                  entity (or,
                  to the extent applicable, its parent company or credit support
                  provider) shall
                  then have a short-term unsecured and unsubordinated debt rating
                  from S&P of
                  at least “A-1.”

                 

                Initially,
                  the Custodian
                  for
                  Party B is: the Trust Administrator.

                 

                
                  	(ii)  	
                          Use
                            of Posted Collateral. The
                            provisions of Paragraph 6(c)(i) will not apply to Party
                            B, but the
                            provisions of Paragraph 6(c)(ii) will apply to Party
                            B.
                            

                        


                

                 

                
                  	(h)  	
                          Distributions
                            and Interest Amount.

                        


                

                 

                
                  	(i)  	
                          Interest
                            Rate.
                            The “Interest
                            Rate”
                            will be the actual interest rate earned on Posted Collateral
                            in the form
                            of Cash that is held by Party B or its
                            Custodian.

                        


                

                 

                
                  	(ii)  	
                          Transfer
                            of Interest Amount.
                            The Transfer of the Interest Amount will be made on the
                            second Local
                            Business Day following the end of each calendar month
                            and on any other
                            Local Business Day on which Posted Collateral in the
                            form of Cash is
                            Transferred to the Pledgor pursuant to Paragraph 3(b);
                            provided, however,
                            that the obligation of Party B to Transfer any Interest
                            Amount to Party A
                            shall be limited to the extent that Party B has earned
                            and received such
                            funds and such funds are available to Party B.


                        


                

                 

                
                  	(iii)  	
                          Alternative
                            to Interest Amount.
                            The provisions of Paragraph 6(d)(ii) will
                            apply.

                        


                

                 

                
                  	(i)  	
                          Additional
                            Representation(s).
                            There are no additional representations by either
                            party.

                        


                

                 

                
                  	(j)  	
                          Other
                            Eligible Support and Other Posted Support.

                        


                

                 

                
                  	(i)  	
                          “Value”
                            with respect to Other Eligible Support and Other Posted
                            Support means: not
                            applicable. 

                        


                

                 

                
                  	(ii)  	
                          “Transfer”
                            with respect to Other Eligible Support and Other Posted
                            Support means: not
                            applicable.

                        


                

                 

                
                  	(k)  	
                          Demands
                            and Notices.All
                            demands, specifications and notices under this Annex
                            will be made pursuant
                            to the Notices Section of this Agreement, except that
                            any demand,
                            specification or notice shall be given to or made at
                            the following
                            addresses, or at such other address as the relevant party
                            may from time to
                            time designate by giving notice (in accordance with the
                            terms of this
                            paragraph) to the other party:

                        


                

                 

                If
                  to
                  Party A, at the address specified pursuant to the Notices Section
                  of this
                  Agreement.

                 

                If
                  to
                  Party B, at the address specified pursuant to the Notices Section
                  of this
                  Agreement.

                 

                If
                  to
                  Party B’s Custodian: Not applicable.

                 

                
                  	(l)  	
                          Address
                            for Transfers.
                            Each Transfer hereunder shall be made to the address
                            specified below or to
                            an address specified in writing from time to time by
                            the party to which
                            such Transfer will be made.

                        


                

                 

                Party
                  A
                  account details:  JPMorgan
                  Chase BankSWIFT: CHASUS33

                Account
                  of: Swiss Re Financial Products

                Account
                  No.: 066-911184

                ABA#:
                  021000021

                


                Party
                  B’s
                  Custodian account details:

                


                  [WELLS
                  PLEASE PROVIDE]

                


                
                  	(m)  	
                          Other
                            Provisions.

                        


                

                 

                
                  	(i)  	
                          Collateral
                            Account.
                            Party B shall open and maintain a segregated account,
                            which shall be an
                            Eligible Account, and hold, record and identify all Posted
                            Collateral in
                            such segregated account.

                        


                

                 

                
                  	(ii)  	
                          Agreement
                            as to Single Secured Party and Single Pledgor.
                            Party A and Party B hereby agree that, notwithstanding
                            anything to the
                            contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                            means only Party B, (b) the term “Pledgor” as used in this Annex means
                            only Party A, (c) only Party A makes the pledge and grant
                            in Paragraph 2,
                            the acknowledgement in the final sentence of Paragraph
                            8(a) and the
                            representations in Paragraph 9.

                        


                

                 

                
                  	(iii)  	
                          Calculation
                            of Value.
                            Paragraph 4(c) is hereby amended by deleting the word
“Value” and
                            inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                            Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                            deleting the words “a Value” and inserting in lieu thereof “an S&P
                            Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                            (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                            Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                            Paragraph 5 (flush language) is hereby amended by deleting
                            the word
                            “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                            Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                            language) is hereby amended by deleting the word “Value” and inserting in
                            lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                            Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                            word “the Value, if” and inserting in lieu thereof “any one or more of the
                            S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                            Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                            first instance of the words “the Value” and inserting in lieu thereof “any
                            one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                            Second Trigger Value” and (2) deleting the second instance of the words
                            “the Value” and inserting in lieu thereof “such disputed S&P Value,
                            Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                            Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                            by deleting
                            the word “Value” and inserting in lieu thereof “least of the S&P
                            Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                            

                        


                

                 

                
                  	(iv)  	
                          Form
                            of Annex. Party
                            A and Party B hereby agree that the text of Paragraphs
                            1 through 12,
                            inclusive, of this Annex is intended to be the printed
                            form of ISDA Credit
                            Support Annex (Bilateral Form - ISDA Agreements Subject
                            to New York Law
                            Only version) as published and copyrighted in 1994 by
                            the International
                            Swaps and Derivatives Association,
                            Inc.

                        


                

                 

                
                  	(v)  	
                          Events
                            of Default.
                            Paragraph 7 will not apply to cause any Event of Default
                            to exist with
                            respect to Party B except that Paragraph 7(i) will apply
                            to Party B solely
                            in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                            Support Annex. Notwithstanding anything to the contrary
                            in Paragraph 7,
                            any failure by Party A to comply with or perform any
                            obligation to be
                            complied with or performed by Party A under the Credit
                            Support Annex shall
                            only be an Event of Default if (A) a Required Ratings
                            Downgrade Event has
                            occurred and been continuing for 30 or more Local Business
                            Days and (B)
                            such failure is not remedied on or before the third Local
                            Business Day
                            after notice of such failure is given to Party
                            A.

                        


                

                 

                
                  	(vi)  	
                          Expenses.
                            Notwithstanding anything to the contrary in Paragraph
                            10, the Pledgor will
                            be responsible for, and will reimburse the Secured Party
                            for, all transfer
                            and other taxes and other costs involved in any Transfer
                            of Eligible
                            Collateral.

                        


                

                 

                
                  	(vii)  	
                          Withholding.
                            Paragraph 6(d)(ii) is hereby amended by inserting immediately
                            after “the
                            Interest Amount” in the fourth line thereof the words “less any applicable
                            withholding taxes.”

                        


                

                 

                
                  	(viii)  	
                          Notice
                            of Failure to Post Collateral. Upon
                            any failure by Party A to post collateral as required
                            under this
                            Agreement, Party B shall, no later than the next Business
                            Day after the
                            date such collateral was required to be posted, give
                            a written notice of
                            such failure to Party A and to Depositor. For the avoidance
                            of doubt,
                            notwithstanding anything in this Agreement to the contrary,
                            the failure of
                            Party B to comply with the requirements of this paragraph
                            shall not
                            constitute an Event of Default or Termination Event.
                            

                        


                

                 

                (ix)  
                   Additional
                  Definitions.
                  As used
                  in this Annex:

                 

                “Collateral
                  Event” means
                  that no Relevant Entity has credit ratings at least equal to the
                  Approved
                  Ratings Threshold.

                 

                “DV01”
                  means,
                  with respect to a Transaction and any date of determination, the
                  estimated
                  change in the Secured Party’s Transaction Exposure with respect to such
                  Transaction that would result from a one basis point change in
                  the relevant swap
                  curve on such date, as determined by the Valuation Agent in good
                  faith and in a
                  commercially reasonable manner. The Valuation Agent shall, upon
                  request of Party
                  B, provide to Party B a statement showing in reasonable detail
                  such
                  calculation.

                 

                “Exposure”
                  has the
                  meaning specified in Paragraph 12, except that after the word “Agreement” the
                  words “(assuming, for this purpose only, that Part 1(f) of the Schedule
                  is
                  deleted)” shall be inserted. 

                 

                “Local
                  Business Day”
means:
                  any day on which (A) commercial banks are open for business (including
                  dealings
                  in foreign exchange and foreign currency deposits) in New York
                  and the location
                  of Party A, Party B and any Custodian, and (B) in relation to a
                  Transfer of
                  Eligible Collateral, any day on which the clearance system agreed
                  between the
                  parties for the delivery of Eligible Collateral is open for acceptance
                  and
                  execution of settlement instructions (or in the case of a Transfer
                  of Cash or
                  other Eligible Collateral for which delivery is contemplated by
                  other means a
                  day on which commercial banks are open for business (including
                  dealings in
                  foreign exchange and foreign deposits) in New York and the location
                  of Party A,
                  Party B and any Custodian. 

                 

                “Moody’s
                  First Trigger Event” means
                  that no Relevant Entity has credit ratings from Moody’s at least equal to the
                  Moody’s First Trigger Ratings Threshold.

                 

                “Moody’s
                  First Trigger Credit Support Amount” means,
                  for any Valuation Date, the excess, if any, of

                 

                
                  	 	
                          (I)

                        	
                          (A)

                        	
                          for
                            any Valuation Date on which (I) a Moody’s First Trigger Event has occurred
                            and has been continuing (x) for at least 30 Local Business
                            Days or (y)
                            since this Annex was executed and (II) it is not the
                            case that a Moody’s
                            Second Trigger Event has occurred and been continuing
                            for at least 30
                            Local Business Days, the sum, for each Transaction to
                            which this Annex
                            relates, of an amount equal to the
                            following:

                        


                

                 

                the
                  greater of (a) zero and (b) the sum of (i) the Secured Party’s Transaction
                  Exposure for such Transaction and such Valuation Date and (ii)
                  the least of (x)
                  the product of the Moody’s First Trigger DV01 Multiplier and DV01 for such
                  Transaction and such Valuation Date, (y) the product of Moody’s First Trigger
                  Notional Amount Multiplier and the Notional Amount for such Transaction
                  for the
                  Calculation Period which includes such Valuation Date, and (z)
                  the product of
                  the applicable Moody’s First Trigger Factor set forth in Table 1 and the
                  Notional Amount for such Transaction for the Calculation Period
                  which includes
                  such Valuation Date; or 

                 

                
                  	 	
                          (B)

                        	
                          for
                            any other Valuation Date, zero,
                            over

                        


                

                 

                (II)        
                   the
                  Threshold for Party A such Valuation Date.

                 

                “Moody’s
                  First Trigger DV01 Multiplier”
                  means
                  25.

                 

                “Moody’s
                  First Trigger Value”
                  means,
                  on any date and with respect to any Eligible Collateral other than
                  Cash, the bid
                  price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
                  Valuation Percentage for such Eligible Collateral set forth in
                  Paragraph
                  13(b)(ii).

                 

                “Moody’s
                  First Trigger Notional Amount Multiplier”
                  means
                  4%.

                 

                “Moody’s
                  Second Trigger Event” means
                  that no Relevant Entity has credit ratings from Moody’s at least equal to the
                  Moody’s Second Trigger Ratings Threshold.

                 

                “Moody’s
                  Second Trigger Credit Support Amount”
                  means,
                  for any Valuation Date, the excess, if any, of

                 

                
                  	 	
                          (I)

                        	
                          (A)

                        	
                          for
                            any Valuation Date on which it is the case that a Moody’s Second Trigger
                            Event has occurred and been continuing for at least 30
                            Local Business
                            Days, the sum, for each Transaction to which this Annex
                            relates, of an
                            amount equal to the following:

                        


                

                 

                
                  	(1)  	
                          if
                            such Transaction is not a Transaction-Specific Hedge,
                            

                        


                

                 

                the
                  greatest of (a) zero, (b) the amount of the next payment due to
                  be paid by Party
                  A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
                  Exposure for such Transaction and such Valuation Date and (y) the
                  least of (i)
                  the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for such
                  Transaction and such Valuation Date, (ii) the product of the Moody’s Second
                  Trigger Notional Amount Multiplier and the Notional Amount for
                  such Transaction
                  for the Calculation Period which includes such Valuation Date,
                  and (iii) the
                  product of the applicable Moody’s Second Trigger Factor set forth in Table 2 and
                  the Notional Amount for such Transaction for the Calculation Period
                  which
                  includes such Valuation Date;
                  or

                 

                
                  	(2)  	
                          if
                            such Transaction is a Transaction-Specific Hedge,
                            

                        


                

                 

                the
                  greatest of (a) zero, (b) the amount of the next payment due to
                  be paid by Party
                  A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
                  Exposure for such Transaction and such Valuation Date and (y) the
                  least of (i)
                  the product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                  Multiplier and DV01 for such Transaction and such Valuation Date,
                  (ii) the
                  product of the Moody’s Second Trigger Transaction-Specific Hedge Notional Amount
                  Multiplier and the Notional Amount for such Transaction for the
                  Calculation
                  Period which includes such Valuation Date, and (iii) the product
                  of the
                  applicable Moody’s Second Trigger Factor set forth in Table 3 and the Notional
                  Amount for such Transaction for the Calculation Period which includes
                  such
                  Valuation Date; or 

                 

                
                  	 	
                          (B)

                        	
                          for
                            any other Valuation Date, zero,
                            over

                        


                

                 

                (II)        
                   the
                  Threshold for Party A for such Valuation Date.

                 

                “Moody’s
                  Second Trigger DV01 Multiplier”
                  means
                  60.

                 

                “Moody’s
                  Second Trigger Transaction-Specific Hedge DV01
                  Multiplier”
                  means
                  75.

                 

                “Moody’s
                  Second Trigger Transaction-Specific Hedge Notional Amount
                  Multiplier”
                  means
                  11%.

                 

                “Moody’s
                  Second Trigger Value”
                  means,
                  on any date and with respect to any Eligible Collateral other than
                  Cash, the bid
                  price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
                  Valuation Percentage for such Eligible Collateral set forth in
                  Paragraph
                  13(b)(ii).

                 

                “Moody’s
                  Second Trigger Notional Amount Multiplier”
                  means
                  9%.

                 

                “Pricing
                  Sources”
                  means
                  the sources of financial information commonly known as Bloomberg,
                  Bridge
                  Information Services, Data Resources Inc., Interactive Data Services,
                  International Securities Market Association, Merrill Lynch Securities
                  Pricing
                  Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
                  JJ Kenny,
                  S&P and Telerate.

                 

                “S&P
                  Credit Support Amount”
                  means,
                  for any Valuation Date, the excess, if any, of

                 

                
                  	 	
                          (I)

                        	
                          (A)
                            

                        	
                          for
                            any Valuation Date on which (i) a S&P Rating Threshold Event has
                            occurred and been continuing for at least 30 days, or
                            (ii) a S&P
                            Required Ratings Downgrade Event has occurred and is
                            continuing, an amount
                            equal to the sum of (1) 100.0% of the Secured Party’s Transaction Exposure
                            for such Valuation Date and (2) the product of the Volatility
                            Buffer for
                            such Transaction and the Notional Amount of such Transaction
                            for the
                            Calculation Period of such Transaction which includes
                            such Valuation Date,
                            or 

                        


                

                 

                
                  	 	
                          (B)

                        	
                          for
                            any other Valuation Date, zero,
                            over

                        


                

                 

                (II)        
                   the
                  Threshold for Party A for such Valuation Date.

                 

                “S&P
                  Rating Threshold Event”
                  means,
                  on any date, no Relevant Entity has credit ratings from S&P which equal or
                  exceed the S&P Approved Ratings Threshold.

                 

                “S&P
                  Value”
                  means,
                  on any date and with respect to any Eligible Collateral other than
                  Cash, the
                  product of (A) the bid price obtained by the Valuation Agent for
                  such Eligible
                  Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
                  set forth in paragraph 13(b)(ii).

                 

                “Swap
                  Provider Trigger Event”
                  means:
                  (A) an Event of Default with respect to which Party A is a Defaulting
                  Party, (B)
                  a Termination Event with respect to which Party A is the sole Affected
                  Party or
                  (C) an Additional Termination Event with respect to which Party
                  A is the sole
                  Affected Party.

                 

                “Transaction
                  Exposure”
                  means,
                  for any Transaction, Exposure determined as if such Transaction
                  were the only
                  Transaction between the Secured Party and the Pledgor.

                 

                “Transaction-Specific
                  Hedge” means
                  any
                  Transaction that is an interest rate cap, interest rate floor or
                  interest rate
                  swaption, or an interest rate swap if (x) the notional amount of
                  the interest
                  rate swap is “balance guaranteed” or (y) the notional amount of the interest
                  rate swap for any Calculation Period otherwise is not a specific
                  dollar amount
                  that is fixed at the inception of the Transaction.

                 

                “Valuation
                  Percentage”
                  shall
                  mean, for purposes of determining the S&P Value, Moody’s First Trigger
                  Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
                  or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
                  Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
                  such Eligible Collateral or Posted Collateral, respectively, in
                  each case as set
                  forth in Paragraph 13(b)(ii).

                 

                “Value”
                  shall
                  mean, in respect of any date, the related S&P Value, the related Moody’s
                  First Trigger Value, and the related Moody’s Second Trigger Value.

                 

                “Volatility
                  Buffer”
                  means,
                  for any Transaction, the related percentage set forth in the following
                  table.


                 

                
                  	
                          The
                            higher of the S&P short-term credit rating of (i) Party A and (ii) the
                            Credit Support Provider of Party A, if applicable

                        	
                          Remaining
                            Weighted Average Maturity 

                          up
                            to 3 years

                        	
                          Remaining
                            Weighted Average Maturity

                          up
                            to 5 years

                        	
                          Remaining
                            Weighted Average Maturity

                          up
                            to 10 years

                        	
                          Remaining
                            Weighted Average Maturity

                          up
                            to 30 years

                        
	
                          At
                            least “A-2”

                        	
                          2.75%

                        	
                          3.25%

                        	
                          4.00%

                        	
                          4.75%

                        
	
                          “A-3”

                        	
                          3.25%

                        	
                          4.00%

                        	
                          5.00%

                        	
                          6.25%

                        
	
                          “BB+”
                            or
                            lower

                        	
                          3.50%

                        	
                          4.50%

                        	
                          6.75%

                        	
                          7.50%

                        


                

                


                 

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                  of this page intentionally left blank]

                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                Table
                  1

                 

                Moody's
                  First Trigger Factor

                 

                
                  	
                          Remaining

                          Weighted
                            Average Life 

                          of
                            Hedge in Years

                        	
                          Weekly

                          Collateral

                          Posting

                        
	
                          1
                            or less

                        	
                          0.25%

                        
	
                          More
                            than 1 but not more than 2

                        	
                          0.50%

                        
	
                          More
                            than 2 but not more than 3

                        	
                          0.70%

                        
	
                          More
                            than 3 but not more than 4

                        	
                          1.00%

                        
	
                          More
                            than 4 but not more than 5

                        	
                          1.20%

                        
	
                          More
                            than 5 but not more than 6

                        	
                          1.40%

                        
	
                          More
                            than 6 but not more than 7

                        	
                          1.60%

                        
	
                          More
                            than 7 but not more than 8

                        	
                          1.80%

                        
	
                          More
                            than 8 but not more than 9

                        	
                          2.00%

                        
	
                          More
                            than 9 but not more than 10

                        	
                          2.20%

                        
	
                          More
                            than 10 but not more than 11

                        	
                          2.30%

                        
	
                          More
                            than 11 but not more than 12

                        	
                          2.50%

                        
	
                          More
                            than 12 but not more than 13

                        	
                          2.70%

                        
	
                          More
                            than 13 but not more than 14

                        	
                          2.80%

                        
	
                          More
                            than 14 but not more than 15

                        	
                          3.00%

                        
	
                          More
                            than 15 but not more than 16

                        	
                          3.20%

                        
	
                          More
                            than 16 but not more than 17

                        	
                          3.30%

                        
	
                          More
                            than 17 but not more than 18

                        	
                          3.50%

                        
	
                          More
                            than 18 but not more than 19

                        	
                          3.60%

                        
	
                          More
                            than 19 but not more than 20

                        	
                          3.70%

                        
	
                          More
                            than 20 but not more than 21

                        	
                          3.90%

                        
	
                          More
                            than 21 but not more than 22

                        	
                          4.00%

                        
	
                          More
                            than 22 but not more than 23

                        	
                          4.00%

                        
	
                          More
                            than 23 but not more than 24

                        	
                          4.00%

                        
	
                          More
                            than 24 but not more than 25

                        	
                          4.00%

                        
	
                          More
                            than 25 but not more than 26

                        	
                          4.00%

                        
	
                          More
                            than 26 but not more than 27

                        	
                          4.00%

                        
	
                          More
                            than 27 but not more than 28

                        	
                          4.00%

                        
	
                          More
                            than 28 but not more than 29

                        	
                          4.00%

                        
	
                          More
                            than 29

                        	
                          4.00%

                        


                

                


                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                Table
                  2

                 

                Moody's
                  Second Trigger FActor for Interest Rate Swaps with Fixed Notional
                  Amounts

                 

                
                  	
                          Remaining

                          Weighted
                            Average Life 

                          of
                            Hedge in Years

                        	
                          Weekly

                          Collateral
                            

                          Posting

                        
	
                          1
                            or less

                        	
                          0.60%

                        
	
                          More
                            than 1 but not more than 2

                        	
                          1.20%

                        
	
                          More
                            than 2 but not more than 3

                        	
                          1.70%

                        
	
                          More
                            than 3 but not more than 4

                        	
                          2.30%

                        
	
                          More
                            than 4 but not more than 5

                        	
                          2.80%

                        
	
                          More
                            than 5 but not more than 6

                        	
                          3.30%

                        
	
                          More
                            than 6 but not more than 7

                        	
                          3.80%

                        
	
                          More
                            than 7 but not more than 8

                        	
                          4.30%

                        
	
                          More
                            than 8 but not more than 9

                        	
                          4.80%

                        
	
                          More
                            than 9 but not more than 10

                        	
                          5.30%

                        
	
                          More
                            than 10 but not more than 11

                        	
                          5.60%

                        
	
                          More
                            than 11 but not more than 12

                        	
                          6.00%

                        
	
                          More
                            than 12 but not more than 13

                        	
                          6.40%

                        
	
                          More
                            than 13 but not more than 14

                        	
                          6.80%

                        
	
                          More
                            than 14 but not more than 15

                        	
                          7.20%

                        
	
                          More
                            than 15 but not more than 16

                        	
                          7.60%

                        
	
                          More
                            than 16 but not more than 17

                        	
                          7.90%

                        
	
                          More
                            than 17 but not more than 18

                        	
                          8.30%

                        
	
                          More
                            than 18 but not more than 19

                        	
                          8.60%

                        
	
                          More
                            than 19 but not more than 20

                        	
                          9.00%

                        
	
                          More
                            than 20 but not more than 21

                        	
                          9.00%

                        
	
                          More
                            than 21 but not more than 22

                        	
                          9.00%

                        
	
                          More
                            than 22 but not more than 23

                        	
                          9.00%

                        
	
                          More
                            than 23 but not more than 24

                        	
                          9.00%

                        
	
                          More
                            than 24 but not more than 25

                        	
                          9.00%

                        
	
                          More
                            than 25 but not more than 26

                        	
                          9.00%

                        
	
                          More
                            than 26 but not more than 27

                        	
                          9.00%

                        
	
                          More
                            than 27 but not more than 28

                        	
                          9.00%

                        
	
                          More
                            than 28 but not more than 29

                        	
                          9.00%

                        
	
                          More
                            than 29

                        	
                          9.00%

                        


                

                


                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                


                Table
                  3

                 

                Moody's
                  Second Trigger Factor for Transaction Specific Hedges

                 

                


                 

                
                  	
                          Remaining

                          Weighted
                            Average Life 

                          of
                            Hedge in Years

                        	
                          Weekly

                          Collateral

                          Posting

                        
	
                          1
                            or less

                        	
                          0.75%

                        
	
                          More
                            than 1 but not more than 2

                        	
                          1.50%

                        
	
                          More
                            than 2 but not more than 3

                        	
                          2.20%

                        
	
                          More
                            than 3 but not more than 4

                        	
                          2.90%

                        
	
                          More
                            than 4 but not more than 5

                        	
                          3.60%

                        
	
                          More
                            than 5 but not more than 6

                        	
                          4.20%

                        
	
                          More
                            than 6 but not more than 7

                        	
                          4.80%

                        
	
                          More
                            than 7 but not more than 8

                        	
                          5.40%

                        
	
                          More
                            than 8 but not more than 9

                        	
                          6.00%

                        
	
                          More
                            than 9 but not more than 10

                        	
                          6.60%

                        
	
                          More
                            than 10 but not more than 11

                        	
                          7.00%

                        
	
                          More
                            than 11 but not more than 12

                        	
                          7.50%

                        
	
                          More
                            than 12 but not more than 13

                        	
                          8.00%

                        
	
                          More
                            than 13 but not more than 14

                        	
                          8.50%

                        
	
                          More
                            than 14 but not more than 15

                        	
                          9.00%

                        
	
                          More
                            than 15 but not more than 16

                        	
                          9.50%

                        
	
                          More
                            than 16 but not more than 17

                        	
                          9.90%

                        
	
                          More
                            than 17 but not more than 18

                        	
                          10.40%

                        
	
                          More
                            than 18 but not more than 19

                        	
                          10.80%

                        
	
                          More
                            than 19 but not more than 20

                        	
                          11.00%

                        
	
                          More
                            than 20 but not more than 21

                        	
                          11.00%

                        
	
                          More
                            than 21 but not more than 22

                        	
                          11.00%

                        
	
                          More
                            than 22 but not more than 23

                        	
                          11.00%

                        
	
                          More
                            than 23 but not more than 24

                        	
                          11.00%

                        
	
                          More
                            than 24 but not more than 25

                        	
                          11.00%

                        
	
                          More
                            than 25 but not more than 26

                        	
                          11.00%

                        
	
                          More
                            than 26 but not more than 27

                        	
                          11.00%

                        
	
                          More
                            than 27 but not more than 28

                        	
                          11.00%

                        
	
                          More
                            than 28 but not more than 29

                        	
                          11.00%

                        
	
                          More
                            than 29

                        	
                          11.00%

                        


                

                


                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                IN
                  WITNESS WHEREOF, the parties have executed this Annex by their
                  duly authorized
                  representatives as of the date of the Agreement.

                 

                
                  	
                          Swiss
                            Re Financial Products Corporation

                        	
                          Wells
                            Fargo Bank, N.A. not in its individual capacity but solely
                            as Trust
                            Administrator with respect to the MASTR Asset Backed
                            Securities Trust
                            2006-HE4, Mortgage Pass Through Certificates, Series
                            2006-HE4

                        
	 	 
	
                          By: _____________________________

                          Name:

                          Title:
                            

                          Date:
                            

                        	
                          
                            By: _____________________________

                            Name:

                            Title:
                              

                            Date:
                              

                          

                        


                

                


              

              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Exhibit
                A

              


              Form
                of Parental Guarantee

              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Exhibit
                B

              


              Form
                of Parental Guarantee Opinion

              


               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              EXHIBIT
                L

               

              ANNUAL
                STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.20

               

              MASTR
                ASSET BACKED SECURITIES TRUST 2006-HE4, 

               

              MORTGAGE
                PASS-THROUGH CERTIFICATES

               

              I,
                _____________________, hereby certify that I am a duly appointed
                __________________________ of [_________________] (the “Servicer”), and further
                certify as follows:

               

              1. This
                certification is being made pursuant to the terms of the Pooling
                and Servicing
                Agreement, dated as of November 1, 2006 (the “Agreement”), among Mortgage Asset
                Securitization Transactions, Inc., as depositor, Wells Fargo Bank,
                N.A. as the
                master servicer, the trust administrator and custodian, Wells Fargo
                Bank, N.A.
                as servicer, Barclays
                Capital Real Estate Inc. d/b/a HomEq Servicing,
                as
                servicer and U.S. Bank National Association, as trustee.

               

              2. The
                undersigned officer of the Servicer hereby certifies that (i) a review
                of the
                activities of the Servicer during the preceding calendar year and
                of performance
                under the Agreement has been made under such officers’ supervision and (ii) to
                the best of such officers’ knowledge, based on such review, the Servicer has
                fulfilled all of its obligations under the Agreement in all material
                respects
                throughout such year.

               

              Capitalized
                terms not otherwise defined herein have the meanings set forth in
                the
                Agreements.

               

              Dated:
                _____________, 2006

               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              IN
                WITNESS WHEREOF, the undersigned has executed this Certificate as
                of
                _____________.

               

              
                	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              


               

              I,
                _________________________, a (an) __________________ of the Servicer,
                hereby
                certify that _________________ is a duly elected, qualified, and
                acting
                _______________________ of the Servicer and that the signature appearing
                above
                is his/her genuine signature.

               

              IN
                WITNESS WHEREOF, the undersigned has executed this Certificate as
                of
                ______________.

               

              
                	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              


               


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                M

               

              FORM
                OF
                INTEREST RATE SWAP AGREEMENT

               

              


              
                	
                        DATE:

                      	
                        November
                          30, 2006 

                      
	 	 
	
                        TO:

                      	
                        Wells
                          Fargo Bank, N.A. not in its individual capacity but solely
                          as Supplemental
                          Interest Trust Trustee on behalf of the Supplemental Interest
                          Trust with
                          respect to the MASTR Asset Backed Securities Trust 2006-HE4,
                          Mortgage Pass
                          Through Certificates, Series 2006-HE4

                      
	
                        ATTENTION:

                      	
                        Client
                          Manager - MABS 2006-HE4

                      
	
                        TELEPHONE:

                      	
                        (410)
                          884-2000

                      
	
                        FACSIMILE:

                      	
                        (410)
                          715-2380

                      
	 	 
	
                        FROM:

                      	
                        Swiss
                          Re Financial Products Corporation

                      
	
                        TELEPHONE:

                      	
                        (212)
                          407 7322

                      
	
                        FACSIMILE:
                          

                      	
                        (917)
                          322 7201

                      
	 	 
	
                        SUBJECT:

                      	
                        Fixed
                          Income Derivatives Confirmation

                      
	 	 
	
                        REFERENCE
                          NUMBER:

                      	
                        1148812

                      


              

              


              The
                purpose of this long-form confirmation (“Confirmation”)
                is to
                confirm the terms and conditions of the current Transaction entered
                into on the
                Trade Date specified below (the “Transaction”)
                between
                Swiss Re Financial Products Corporation (“Party
                A”) and
                Wells
                Fargo Bank, N.A., not individually, but solely as trustee (the “Supplemental
                Interest Trust Trustee”) on behalf of the supplemental interest trust with
                respect to the MASTR Asset Backed Securities Trust 2006-HE4, Mortgage
                Pass
                Through Certificates, Series 2006-HE4 (the “Supplemental Interest Trust”)
                (“Party
                B”)
                created
                under the Pooling and Servicing Agreement, dated as of November 1,
                2006, among
                Mortgage Asset Securitization Transactions, Inc., as depositor, Wells
                Fargo
                Bank, N.A., as master servicer and trust administrator, Barclays
                Capital Real
                Estate Inc. d/b/a HomEq Servicing and Wells Fargo Bank, N.A., as
                servicers and
                U.S. Bank National Association, as trustee (the
                “Pooling
                and Servicing Agreement”).
                This
                Confirmation evidences a complete and binding agreement between you
                and us to
                enter into the Transaction on the terms set forth below and replaces
                any
                previous agreement between us with respect to the subject matter
                hereof. This
                Confirmation constitutes a “Confirmation”
                and also
                constitutes a “Schedule”
                as
                referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
                Support
                Annex to the Schedule. 

              


              
                	1.  	
                        This
                          Confirmation shall supplement, form a part of, and be subject
                          to an
                          agreement in the form of the ISDA Master Agreement (Multicurrency
                          - Cross
                          Border) as published and copyrighted in 1992 by the International
                          Swaps
                          and Derivatives Association, Inc. (the “ISDA
                          Master Agreement”),
                          as if Party A and Party B had executed an agreement in
                          such form on the
                          date hereof, with a Schedule as set forth in Item 3 of
                          this Confirmation,
                          and an ISDA Credit Support Annex (Bilateral Form - ISDA
                          Agreements Subject
                          to New York Law Only version) as published and copyrighted
                          in 1994 by the
                          International Swaps and Derivatives Association, Inc.,
                          with Paragraph 13
                          thereof as set forth in Annex A hereto (the “Credit
                          Support Annex”).
                          For the avoidance of doubt, the Transaction described herein
                          shall be the
                          sole Transaction governed by such ISDA Master Agreement.
                          In the event of
                          any inconsistency among any of the following documents,
                          the relevant
                          document first listed shall govern: (i) this Confirmation,
                          exclusive of
                          the provisions set forth in Item 3 hereof and Annex A hereto;
                          (ii) the
                          provisions set forth in Item 3 hereof, which are incorporated
                          by reference
                          into the Schedule; (iii) the Credit Support Annex; (iv)
                          the Definitions;
                          and (v) the ISDA Master Agreement.

                      


              

              


              Each
                reference herein to a “Section” (unless specifically referencing the Pooling and
                Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
                a reference to a Section of the ISDA Master Agreement; each herein
                reference to
                a “Part” will be construed as a reference to the provisions herein deemed
                incorporated in a Schedule to the ISDA Master Agreement; each reference
                herein
                to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
                Support Annex.

              


              


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              
                	
                        2.

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

                      


              

              


              
                	
                        Type
                          of Transaction:

                      	
                        Interest
                          Rate Swap

                      
	 	 
	
                        Notional
                          Amount:

                      	
                        With
                          respect to any Calculation Period, the amount set forth
                          for such period on
                          Schedule I attached hereto.

                      
	 	 
	
                        Trade
                          Date:

                      	
                        November
                          21, 2006

                      
	 	 
	
                        Effective
                          Date:

                      	
                        November
                          30, 2006

                      
	 	 
	
                        Termination
                          Date:

                      	
                        November
                          25, 2011 , subject to adjustment in accordance with the
                          Business Day
                          Convention; provided, however, that for the purpose of
                          determining the
                          final Fixed Rate Payer Period End Date, Termination Date
                          shall be subject
                          to No Adjustment.

                      
	 	 
	
                        Fixed
                          Amounts:

                      	 
	 	 
	
                        Fixed
                          Rate Payer:

                      	
                        Party
                          B

                      
	 	 
	
                        Fixed
                          Rate Payer

                      	 
	
                        Period
                          End Dates:

                      	
                        The
                          25th
                          calendar day of each month during the Term of this Transaction,
                          commencing
                          December 25, 2006, and ending on the Termination Date,
                          with No
                          Adjustment.

                      
	 	 
	
                        Fixed
                          Rate Payer

                      	 
	
                        Payment
                          Dates:

                      	
                        Early
                          Payment shall be applicable. The Fixed Rate Payer Payment
                          Date shall be
                          one Business Day prior to each Fixed Rate Payer Period
                          End
                          Date.

                      
	 	 
	
                        Fixed
                          Rate:

                      	
                        5.4500%

                      
	 	 
	
                        Fixed
                          Amount:

                      	
                        To
                          be determined in accordance with the following formula:
                          

                      
	 	 
	 	
                        250*Fixed
                          Rate*Notional Amount*Fixed Rate Day Count Fraction

                      
	 	 
	
                        Fixed
                          Rate Day 

                      	 
	
                        Count
                          Fraction:

                      	
                        30/360

                      
	 	 
	
                        Floating
                          Amounts:

                      	 
	 	 
	
                        Floating
                          Rate Payer:

                      	
                        Party
                          A

                      
	 	 
	
                        Floating
                          Rate Payer

                      	 
	
                        Period
                          End Dates:

                      	
                        The
                          25th
                          calendar day of each month during the Term of this Transaction,
                          commencing
                          December 25, 2006, and ending on the Termination Date,
                          subject to
                          adjustment in accordance with the Business Day
                          Convention.

                      
	 	 
	
                        Floating
                          Rate Payer 

                      	 
	
                        Payment
                          Dates:

                      	
                        Early
                          Payment shall be applicable. The Floating Rate Payer Payment
                          Date shall be
                          one Business Day prior to each Floating Rate Payer Period
                          End
                          Date.

                      
	 	 
	
                        Floating
                          Rate Option:

                      	
                        USD-LIBOR-BBA

                      
	 	 
	
                        Floating
                          Amount:

                      	
                        To
                          be determined in accordance with the following formula:
                          

                      
	 	 
	 	
                        250*Floating
                          Rate Option*Notional Amount*Floating Rate Day Count
                          Fraction

                      
	 	 
	
                        Designated
                          Maturity:

                      	
                        One
                          month ; provided that, with respect to the first Calculation
                          Period,
                          Linear Interpolation will apply

                      
	 	 
	
                        Floating
                          Rate Day 

                      	 
	
                        Count
                          Fraction:

                      	
                        Actual/360

                      
	 	 
	
                        Reset
                          Dates:

                      	
                        The
                          first day of each Calculation Period.

                      
	 	 
	
                        Compounding:

                      	
                        Inapplicable

                      
	 	 
	
                        Business
                          Days:

                      	
                        New
                          York

                      
	 	 
	
                        Business
                          Day Convention:

                      	
                        Modified
                          Following

                      
	 	 
	
                        Calculation
                          Agent:

                      	
                        Party
                          A

                      


              

              


              


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              
                	
                        3.

                      	
                        Provisions
                          Deemed Incorporated in a Schedule to the ISDA Master
                          Agreement:

                      


              

              


              
                	
                        Part
                          1.

                      	
                        Termination
                          Provisions.

                      


              

              


              For
                the
                purposes of this Agreement:-

              


              (a)         
                 “Specified
                Entity”
                will not
                apply to Party A or Party B for any purpose. 

              


              
                	
                        (b)

                      	
                        “Specified
                          Transaction”
                          will have the meaning specified in Section
                          14.

                      


              

              


              
                	
                        (c)

                      	
                        Events
                          of Default.

                      


              

              


              The
                statement below that an Event of Default will apply to a specific
                party means
                that upon the occurrence of such an Event of Default with respect
                to such party,
                the other party shall have the rights of a Non-defaulting Party under
                Section 6
                of this Agreement; conversely, the statement below that such event
                will not
                apply to a specific party means that the other party shall not have
                such
                rights.

              


              
                	(i)  	
                        The
                          “Failure
                          to Pay or Deliver”
                          provisions of Section 5(a)(i) will apply to Party A and
                          will apply to
                          Party B; provided, however, that Section 5(a)(i) is hereby
                          amended by
                          replacing the word “third” with the word “first”; provided, further, that
                          notwithstanding anything to the contrary in Section 5(a)(i),
                          any failure
                          by Party A to comply with or perform any obligation to
                          be complied with or
                          performed by Party A under the Credit Support Annex shall
                          not constitute
                          an Event of Default under Section 5(a)(i) unless (A) a
                          Required Ratings
                          Downgrade Event has occurred and been continuing for 30
                          or more Local
                          Business Days, and (B) such failure is not remedied on
                          or before the third
                          Local Business Day after notice of such failure is given
                          to Party
                          A.

                      


              

              


              
                	(ii)  	
                        The
                          “Breach
                          of Agreement”
                          provisions of Section 5(a)(ii) will apply to Party A and
                          will not apply to
                          Party B.

                      


              

              


              
                	(iii)  	
                        The
                          “Credit
                          Support Default”
                          provisions of Section 5(a)(iii) will apply to Party A and
                          will not apply
                          to Party B except that Section 5(a)(iii)(1) will apply
                          to Party B solely
                          in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                          Support Annex; provided, however, that notwithstanding
                          anything to the
                          contrary in Section 5(a)(iii)(1), any failure by Party
                          A to comply with or
                          perform any obligation to be complied with or performed
                          by Party A under
                          the Credit Support Annex shall not constitute an Event
                          of Default under
                          Section 5(a)(iii) unless (A) a Required Ratings Downgrade
                          Event has
                          occurred and been continuing for 30 or more Local Business
                          Days, and (B)
                          such failure is not remedied on or before the third Local
                          Business Day
                          after notice of such failure is given to Party
                          A.

                      


              

              


              
                	(iv)  	
                        The
                          “Misrepresentation”
                          provisions of Section 5(a)(iv) will apply to Party A and
                          will not apply to
                          Party B. 

                      


              

              


              
                	(v)  	
                        The
                          “Default
                          under Specified Transaction”
                          provisions of Section 5(a)(v) will apply to Party A and
                          will not apply to
                          Party B.

                      


              

              


              
                	(vi)  	
                        The
                          “Cross
                          Default”
                          provisions of Section 5(a)(vi) will apply to Party A and
                          will not apply to
                          Party B. For purposes of Section 5(a)(vi), solely with
                          respect to Party
                          A:

                      


              

              


              “Specified
                Indebtedness” will have the meaning specified in Section 14, except that such
                term shall not include insurance contracts entered into in the ordinary
                course
                of Party A’s Credit Support Provider’s insurance business.

              


              “Threshold
                Amount” means with respect to Party A an amount equal to three percent (3%)
                of
                the Shareholders’ Equity of Party A or, if applicable, the Eligible Guarantor.


              


              “Shareholders’
                Equity” means with respect to an entity, at any time, the sum (as shown in
                the
                most recent annual audited financial statements of such entity) of
                (i) its
                capital stock (including preferred stock) outstanding, taken at par
                value, (ii)
                its capital surplus and (iii) its retained earnings, minus (iv) treasury
                stock,
                each to be determined in accordance with generally accepted accounting
                principles.

              


              
                	(vii)  	
                        The
                          “Bankruptcy”
                          provisions of Section 5(a)(vii) will apply to Party A and
                          will apply to
                          Party B except that the provisions of Section 5(a)(vii)(2),
                          (6) (to the
                          extent that such provisions refer to any appointment contemplated
                          or
                          effected by the Pooling and Servicing Agreement or any
                          appointment to
                          which Party B has not become subject), (7) and (9) will
                          not apply to Party
                          B; provided that, with respect to Party B only, Section
                          5(a)(vii)(4) is
                          hereby amended by adding after the words “against it” the words
                          “(excluding any proceeding or petition instituted or presented
                          by Party A
                          or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                          deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                          (4) as amended, (5), (6) as amended, or
                          (7)”.

                      


              

              


              
                	(viii)  	
                        The
                          “Merger
                          Without Assumption”
                          provisions of Section 5(a)(viii) will apply to Party A
                          and will apply to
                          Party B.

                      


              

              


              (d)         
                 Termination
                Events.

              


              The
                statement below that a Termination Event will apply to a specific
                party means
                that upon the occurrence of such a Termination Event, if such specific
                party is
                the Affected Party with respect to a Tax Event, the Burdened Party
                with respect
                to a Tax Event Upon Merger (except as noted below) or the non-Affected
                Party
                with respect to a Credit Event Upon Merger, as the case may be, such
                specific
                party shall have the right to designate an Early Termination Date
                in accordance
                with Section 6 of this Agreement; conversely, the statement below
                that such an
                event will not apply to a specific party means that such party shall
                not have
                such right; provided, however, with respect to “Illegality” the statement that
                such event will apply to a specific party means that upon the occurrence
                of such
                a Termination Event with respect to such party, either party shall
                have the
                right to designate an Early Termination Date in accordance with Section
                6 of
                this Agreement.

              


              (i)          
                 The
                “Illegality”
                provisions of Section 5(b)(i) will apply to Party A and will apply
                to Party
                B.

              


              
                	 	
                        (ii)

                      	
                        The
                          “Tax
                          Event”
                          provisions of Section 5(b)(ii) will apply to Party A except
                          that, for
                          purposes of the application of Section 5(b)(ii) to Party
                          A, Section
                          5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                          a taxing authority, or brought in a court of competent
                          jurisdiction, on or
                          after the date on which a Transaction is entered into (regardless
                          of
                          whether such action is taken or brought with respect to
                          a party to this
                          Agreement) or (y)”, and the “Tax
                          Event”
                          provisions of Section 5(b)(ii) will apply to Party B.
                          

                      


              

              


              
                	 	
                        (iii)

                      	
                        The
                          “Tax
                          Event Upon Merger”
                          provisions of Section 5(b)(iii) will apply to Party A and
                          will apply to
                          Party B, provided that Party A shall not be entitled to
                          designate an Early
                          Termination Date by reason of a Tax Event upon Merger in
                          respect of which
                          it is the Affected Party.

                      


              

              


              
                	 	
                        (iv)

                      	
                        The
                          “Credit
                          Event Upon Merger”
                          provisions of Section 5(b)(iv) will not apply to Party
                          A and will not
                          apply to Party B.

                      


              

              


              
                	
                        (e)

                      	
                        The
                          “Automatic
                          Early Termination”
                          provision of Section 6(a) will not apply to Party A and
                          will not apply to
                          Party B.

                      


              

              


              (f)         
                  Payments
                on Early Termination.
                For the
                purpose of Section 6(e) of this Agreement:

              


              
                	(i)  	
                        Market
                          Quotation will apply, provided, however, that, in the event
                          of a
                          Derivative Provider Trigger Event, the following provisions
                          will
                          apply:

                      


              

              


              
                	 	
                        (A)
                          

                      	
                        The
                          definition of Market Quotation in Section 14 shall be deleted
                          in its
                          entirety and replaced with the
                          following:

                      


              

              


              “Market
                Quotation” means,
                with respect to one or more Terminated Transactions, a Firm Offer
                which is (1)
                made by a Reference Market-maker that is an Eligible Replacement,
                (2) for an
                amount that would be paid to Party B (expressed as a negative number)
                or by
                Party B (expressed as a positive number) in consideration of an agreement
                between Party B and such Reference Market-maker to enter into a Replacement
                Transaction, and (3) made on the basis that Unpaid Amounts in respect
                of the
                Terminated Transaction or group of Transactions are to be excluded
                but, without
                limitation, any payment or delivery that would, but for the relevant
                Early
                Termination Date, have been required (assuming satisfaction of each
                applicable
                condition precedent) after that Early Termination Date is to be
                included.

              


              
                	 	
                        (B)

                      	
                        The
                          definition of Settlement Amount shall be deleted in its
                          entirety and
                          replaced with the following:

                      


              

              


              “Settlement
                Amount”
                means,
                with respect to any Early Termination Date, an amount (as determined
                by Party B)
                equal to: 

              


              
                	 	
                        (a)

                      	
                        If
                          a Market Quotation for the relevant Terminated Transaction
                          or group of
                          Terminated Transactions is accepted by Party B so as to
                          become legally
                          binding on or before the day falling ten Local Business
                          Days after the day
                          on which the Early Termination Date is designated, or such
                          later day as
                          Party B may specify in writing to Party A, but in either
                          case no later
                          than one Local Business Day prior to the Early Termination
                          Date (such day,
                          the “Latest Settlement Amount Determination Day”), the Termination
                          Currency Equivalent of the amount (whether positive or
                          negative) of such
                          Market Quotation; 

                      


              

              


              
                	 	
                        (b)

                      	
                        If,
                          on the Latest Settlement Amount Determination Day, no Market
                          Quotation for
                          the relevant Terminated Transaction or group of Terminated
                          Transactions
                          has been accepted by Party B so as to become legally binding
                          and one or
                          more Market Quotations from
                          Approved Replacements have
                          been made and remain capable of becoming legally binding
                          upon acceptance,
                          the Settlement Amount shall equal the Termination Currency
                          Equivalent of
                          the amount (whether positive or negative) of the lowest
                          of such Market
                          Quotations (for the avoidance of doubt, the lowest of such
                          Market
                          Quotations shall be the lowest Market Quotation of
                          such Market Quotations
                          expressed as a positive number or, if any of such Market
                          Quotations is
                          expressed as a negative number, the Market Quotation expressed
                          as a
                          negative number with the largest absolute value);
                          or

                      


              

              


              
                	 	
                        (c)

                      	
                        If,
                          on the Latest Settlement Amount Determination Day, no Market
                          Quotation for
                          the relevant Terminated Transaction or group of Terminated
                          Transactions is
                          accepted by Party B so as to become legally binding and
                          no Market
                          Quotation from an Approved Replacement remains capable
                          of becoming legally
                          binding upon acceptance, the Settlement Amount shall equal
                          Party B’s Loss
                          (whether positive or negative and without reference to
                          any Unpaid Amounts)
                          for the relevant Terminated Transaction or group of Terminated
                          Transactions.

                      


              

              


              
                	 	
                        (C)

                      	
                        If
                          Party B requests Party A in writing to obtain Market Quotations,
                          Party A
                          shall use its reasonable efforts to do so before the Latest
                          Settlement
                          Amount Determination Day.

                      


              

              


              
                	 	
                        (D)

                      	
                        If
                          the Settlement Amount is a negative number, Section 6(e)(i)(3)
                          shall be
                          deleted in its entirety and replaced with the
                          following:

                      


              

              


              “(3)
                Second
                Method and Market Quotation.
                If the
                Second Method and Market Quotation apply, (I) Party B shall pay to
                Party A an
                amount equal to the absolute value of the Settlement Amount in respect
                of the
                Terminated Transactions, (II) Party B shall pay to Party A the Termination
                Currency Equivalent of the Unpaid Amounts owing to Party A and (III)
                Party A
                shall pay to Party B the Termination Currency Equivalent of the Unpaid
                Amounts
                owing to Party B; provided, however, that (x) the amounts payable
                under the
                immediately preceding clauses (II) and (III) shall be subject to
                netting in
                accordance with Section 2(c) of this Agreement and (y) notwithstanding
                any other
                provision of this Agreement, any amount payable by Party A under
                the immediately
                preceding clause (III) shall not be netted-off against any amount
                payable by
                Party B under the immediately preceding clause (I).”

               

              
                	 	
                        (E)

                      	
                        At
                          any time on or before the Latest Settlement Amount Determination
                          Day at
                          which two or more Market Quotations from Approved Replacements
                          remain
                          capable of becoming legally binding upon acceptance, Party
                          B shall be
                          entitled to accept only the lowest of such Market Quotations
                          (for the
                          avoidance of doubt, the lowest of such Market Quotations
                          shall be the
                          lowest Market Quotation of such Market Quotations expressed
                          as a positive
                          number or, if any of such Market Quotations is expressed
                          as a negative
                          number, the Market Quotation expressed as a negative number
                          with the
                          largest absolute value).

                      


              

              


              
                	(ii)  	
                        The
                          Second Method will apply.

                      


              

              


              (g)        
                 “Termination
                Currency”
                means
                USD.

              


              (h)       
                  Additional
                Termination Events.
                Additional Termination Events will apply as provided in Part 5(c).


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Part
                2.  Tax
                Matters.

              


              (a)         
                 Tax
                Representations. 

              


              
                	 	
                        (i)

                      	
                        Payer
                          Representations.
                          For the purpose of Section 3(e) of this Agreement:
                          

                      


              

               

              (A)        
                 Party
                A
                makes the following representation(s):

              


              It
                is not
                required by any applicable law, as modified by the practice of any
                relevant
                governmental revenue authority, of any Relevant Jurisdiction to make
                any
                deduction or withholding for or on account of any Tax from any payment
                (other
                than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement)
                to be made
                by it to the other party under this Agreement. In making this representation,
                it
                may rely on: the accuracy of any representations made by the other
                party
                pursuant to Section 3(f) of this Agreement; (ii) the satisfaction
                of the
                agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement
                and the
                accuracy and effectiveness of any document provided by the other
                party pursuant
                to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the
                satisfaction of
                the agreement of the other party contained in Section 4(d) of this
                Agreement,
                provided that it shall not be a breach of this representation where
                reliance is
                placed on clause (ii) and the other party does not deliver a form
                or document
                under Section 4(a)(iii) by reason of material prejudice to its legal
                or
                commercial position.

               

              (B)        
                 Party
                B
                makes the following representation(s):

              


              None.

              


              (ii)
                 Payee
                Representations.
                For the
                purpose of Section 3(f) of this Agreement: 

               

              (A)        
                 Party
                A
                makes the following representation(s):

              


              Party
                A
                represents that it is a corporation organized under the laws of the
                State of
                Delaware.

               

              (B)         
                 Party
                B
                makes the following representation(s):

              


              None. 

              


              
                	
                        (b)

                      	
                        Tax
                          Provisions.

                      


              

              


              
                	 	
                        (i)

                      	
                        Gross
                          Up.
                          Section 2(d)(i)(4) shall not apply to Party B as X, and
                          Section 2(d)(ii)
                          shall not apply to Party B as Y, in each case such that
                          Party B shall not
                          be required to pay any additional amounts referred to
                          therein.

                      


              

              


              
                	 	
                        (ii)

                      	
                        Indemnifiable
                          Tax.
                          The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                          entirety and replaced with the
                          following:

                      


              

              


              “Indemnifiable
                Tax”
                means,
                in relation to payments by Party A, any Tax and, in relation to payments
                by
                Party B, no Tax. 

              


               

              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Part
                3.  Agreement
                to Deliver Documents.  

              


              (a) For
                the
                purpose of Section 4(a)(i), tax forms, documents, or certificates
                to be
                delivered are:

              


              
                	
                        Party
                          required to deliver document

                      	 	
                        Form/Document/

                        Certificate

                      	 	
                        Date
                          by which to

                        be
                          delivered

                      
	
                        Party
                          A

                      	 	
                        A
                          correct, complete and duly executed U.S. Internal Revenue
                          Service Form W-9
                          or other applicable form (or successor thereto), together
                          with appropriate
                          attachments, that eliminates U.S. federal withholding and
                          backup
                          withholding Tax on payments to Party A under this
                          Agreement.

                      	 	
                        (i)
                          Before the first scheduled payment; (ii) promptly upon
                          reasonable demand
                          by Party B; and (iii) promptly upon learning that any Form
                          W-9 or other
                          applicable form (or any successor thereto) previously provided
                          by Party A
                          has become obsolete or incorrect.

                      
	 	 	 	 	 
	
                        Party
                          B

                      	 	
                        Party
                          B will deliver at closing, or soon thereafter, a correct,
                          complete and
                          duly executed U.S. Internal Revenue Service Form W-9 or
                          other applicable
                          form (or successor thereto), together with appropriate
                          attachments, that
                          eliminates U.S. federal withholding and backup withholding
                          Tax on payments
                          to Party B under this Agreement, and may deliver other
                          tax forms relating
                          to the beneficial owner of payments to Party B under this
                          Agreement from
                          time to time.

                      	 	
                        (i)
                          Before the first scheduled payment; (ii) promptly upon
                          reasonable demand
                          by Party A; and (iii) promptly upon learning that any Form
                          W-9 or other
                          applicable form (or any successor thereto) previously provided
                          by Party B
                          has become obsolete or incorrect.

                      


              

              


              


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              (b) For
                the
                purpose of Section 4(a)(ii), other documents to be delivered are:

              


              
                	
                        Party
                          required to deliver document

                      	
                        Form/Document/

                        Certificate

                      	 	
                        Date
                          by which to

                        be
                          delivered

                      	
                        Covered
                          by Section 3(d) Representation

                      
	 	 	 	 	 
	
                        Party
                          A and

                        Party
                          B

                      	
                        Any
                          documents required by the receiving party to evidence the
                          authority of the
                          delivering party or its Credit Support Provider, if any,
                          for it to execute
                          and deliver the Agreement, this Confirmation, and any Credit
                          Support
                          Documents to which it is a party, and to evidence the authority
                          of the
                          delivering party or its Credit Support Provider to perform
                          its obligations
                          under the Agreement, this Confirmation and any Credit Support
                          Document, as
                          the case may be

                      	 	
                        Upon
                          the execution and delivery of this Agreement

                      	
                        Yes

                      
	 	 	 	 	 
	
                        Party
                          A and

                        Party
                          B

                      	
                        A
                          certificate of an authorized officer of the party, as to
                          the incumbency
                          and authority of the respective officers of the party signing
                          the
                          Agreement, this Confirmation, and any relevant Credit Support
                          Document, as
                          the case may be

                      	 	
                        Upon
                          the execution and delivery of this Agreement

                      	
                        Yes

                      
	 	 	 	 	 
	
                        Party
                          A

                      	
                        Annual
                          Report of the Credit
                          Support Provider for Party
                          A containing consolidated financial statements certified
                          by independent
                          certified public accountants and prepared in accordance
                          with generally
                          accepted accounting principles in the country in which
                          Credit Support
                          Provider for Party A is organized

                      	 	
                        Promptly
                          upon becoming publicly available

                      	
                        Yes

                      
	 	 	 	 	 
	
                        Party
                          A

                      	
                        Semi-Annual
                          Financial Statements of Credit Support Provider for Party
                          A containing
                          unaudited, consolidated financial statements of Credit
                          Support Provider
                          for Party A’s fiscal half prepared in accordance with generally accepted
                          accounting principles in the country in which Credit Support
                          Provider for
                          Party A is organized

                      	 	
                        Promptly
                          upon becoming publicly available

                      	
                        Yes

                      
	 	 	 	 	 
	
                        Party
                          A

                      	
                        A
                          guarantee of Swiss Reinsurance Company substantially in
                          the form of
                          Exhibit A to this Confirmation

                      	 	
                        Upon
                          the execution and delivery of this Agreement

                      	
                        No

                      
	 	 	 	 	 
	
                        Party
                          A

                      	
                        An
                          opinion of counsel to Party A’s Guarantor substantially in the form of
                          Exhibit B to this Confirmation

                      	 	
                        Upon
                          the execution and delivery of this Agreement

                      	
                        No

                      


              

              


              Part
                4. Miscellaneous. 

              


              
                	
                        (a)

                      	
                        Address
                          for Notices:
                          For the purposes of Section 12(a) of this
                          Agreement:

                      


              

              


              Address
                for notices or communications to Party A:

              


              Address:              
                 Swiss Re Financial Products Corporation

              55
                East 52nd Street

              New
                York, New York 10055

              Attention:
                Head of Operations

              Facsimile
                No. (917) 322-7201

              


              (For
                all purposes)

              


              With
                a copy to:     Swiss Re Financial Products
                Corporation

              55
                East 52nd Street

              New
                York, New York 10055

              Attention:
                Legal Department

              Facsimile
                No.: (212) 317-5474

              


              Address
                for notices or communications to Party B:

              


              
                	
                        Address:

                      	
                        Wells
                          Fargo Bank, N.A.

                      
	 	
                        9062
                          Old Annapolis Road

                      
	 	
                        Columbia,
                          Maryland 21045

                      
	
                        Attention:

                      	
                        Client
                          Manager - MABS 2006-HE4

                      
	
                        Facsimile:

                      	
                        (410)
                          715-2380

                      
	
                        Phone:

                      	
                        (410)
                          884-2000

                      


              

              


              (For
                all
                purposes)

              


              (b)         
                 Process
                Agent.
                For the
                purpose of Section 13(c):

              


              Party
                A
                appoints as its Process Agent: Not applicable.

              


              Party
                B
                appoints as its Process Agent: Not applicable.

              


              
                	
                        (c)

                      	
                        Offices.
                          The provisions of Section 10(a) will apply to this Agreement;
                          neither
                          Party A nor Party B has any Offices other than as set forth
                          in the Notices
                          Section.

                      


              

              


              
                	
                        (d)

                      	
                        Multibranch
                          Party.
                          For the purpose of Section 10(c) of this
                          Agreement:

                      


              

              


              Party
                A
                is not a Multibranch Party.

              


              
                	 	
                        Party
                          B is not a Multibranch Party.

                      


              

              


              
                	
                        (e)

                      	
                        Calculation
                          Agent.
                          The Calculation Agent is Party A; provided, however, that
                          if an Event of
                          Default shall have occurred with respect to Party A, Party
                          B shall have
                          the right to appoint as Calculation Agent a third party,
                          reasonably
                          acceptable to Party A, the cost for which shall be borne
                          by Party
                          A.

                      


              

              


              (f)          
                 Credit
                Support Document. 

               

              
                	
                        Party
                          A:

                      	
                        The
                          Credit Support Annex, and any guarantee in support of Party
                          A’s
                          obligations under this Agreement.

                      
	 	 
	
                        Party
                          B:

                      	
                        The
                          Credit Support Annex, solely in respect of Party B’s obligations under
                          Paragraph 3(b) of the Credit Support
                          Annex.

                      


              

              


              
                	
                        (g)

                      	
                        Credit
                          Support Provider.

                      


              

              


              
                	
                        Party
                          A:

                      	
                        The
                          guarantor under any guarantee in support of Party A’s obligations under
                          this Agreement.

                      
	 	 
	
                        Party
                          B:

                      	
                        None.

                      


              

              


              
                	
                        (h)

                      	
                        Governing
                          Law.
                          The parties to this Agreement hereby agree that the law
                          of the State of
                          New York shall govern their rights and duties in whole,
                          without regard to
                          the conflict of law provisions thereof other than New York
                          General
                          Obligations Law Sections 5-1401 and 5-1402.


                      


              

              


              
                	
                        (i)

                      	
                        Netting
                          of Payments.
                          The parties agree that subparagraph (ii) of Section 2(c)
                          will apply to
                          each Transaction hereunder. 

                      


              

              


              
                	
                        (j)

                      	
                        Affiliate.“Affiliate”
                          shall have the meaning assigned thereto in Section 14;
                          provided, however,
                          that Party B shall be deemed to have no Affiliates for
                          purposes of this
                          Agreement, including for purposes of Section
                          6(b)(ii).

                      


              

              


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Part
                5.  Others
                Provisions.

              


              
                	
                        (a)

                      	
                        Definitions.
                          Unless
                          otherwise specified in a Confirmation, this Agreement and
                          each Transaction
                          under this Agreement are subject to the 2000 ISDA Definitions
                          as published
                          and copyrighted in 2000 by the International Swaps and
                          Derivatives
                          Association, Inc. (the “Definitions”),
                          and will be governed in all relevant respects by the provisions
                          set forth
                          in the Definitions, without regard to any amendment to
                          the Definitions
                          subsequent to the date hereof. The provisions of the Definitions
                          are
                          hereby incorporated by reference in and shall be deemed
                          a part of this
                          Agreement, except that (i) references in the Definitions
                          to a “Swap
                          Transaction” shall be deemed references to a “Transaction” for purposes of
                          this Agreement, and (ii) references to a “Transaction” in this Agreement
                          shall be deemed references to a “Swap Transaction” for purposes of the
                          Definitions. Each term capitalized but not defined in this
                          Agreement shall
                          have the meaning assigned thereto in the Pooling and Servicing
                          Agreement.

                      


              

               

              (b)         
                 Amendments
                to ISDA Master Agreement.

              


              
                	 	
                        (i)

                      	
                        Single
                          Agreement.
                          Section 1(c) is hereby amended by the adding the words
“including, for the
                          avoidance of doubt, the Credit Support Annex” after the words “Master
                          Agreement”. 

                      


              

              


              
                	 	
                        (ii)

                      	
                        Reserved
                          

                      


              

              


              
                	 	
                        (iii)

                      	
                        Change
                          of Account.
                          Section 2(b) is hereby amended by the addition of the following
                          after the
                          word “delivery” in the first line
                          thereof:

                      


              

               

              “to
                another account in the same legal and tax jurisdiction as the original
                account”.

              


              
                	 	
                        (iv)

                      	
                        Representations.
                          Section 3 is hereby amended by adding at the end thereof
                          the following
                          subsection (g): 

                      


              

              


              
                	 	
                        “(g)

                      	
                        Relationship
                          Between Parties. 

                      


              

              


              
                	 	
                        (1)

                      	
                        Nonreliance.
                          (i) It is not relying on any statement or representation
                          of the other
                          party regarding the Transaction (whether written or oral),
                          other than the
                          representations expressly made in this Agreement or the
                          Confirmation in
                          respect of that Transaction and (ii) it has consulted with
                          its own legal,
                          regulatory, tax, business, investment, financial and accounting
                          advisors
                          to the extent it has deemed necessary, and it has made
                          its own investment,
                          hedging and trading decisions based upon its own judgment
                          and upon any
                          advice from such advisors as it has deemed necessary and
                          not upon any view
                          expressed by the other party.

                      


              

               

              
                	 	
                        (2)

                      	
                        Evaluation
                          and Understanding. (i) It has the capacity to evaluate
                          (internally or
                          through independent professional advice) the Transaction
                          and has made its
                          own decision subject to Section 6(n) of this Agreement
                          to enter into the
                          Transaction and (ii) It understands the terms, conditions
                          and risks of the
                          Transaction and is willing and able to accept those terms
                          and conditions
                          and to assume those risks, financially and otherwise.
                          

                      


              

              


              
                	 	
                        (3)

                      	
                        Purpose.
                          It is entering into the Transaction for the purposes of
                          managing its
                          borrowings or investments, hedging its underlying assets
                          or liabilities or
                          in connection with a line of business.


                      


              

              


              
                	 	
                        (4)

                      	
                        Status
                          of Parties. The other party is not acting as an agent,
                          fiduciary or
                          advisor for it in respect of the Transaction.


                      


              

              


              
                	 	
                        (5)

                      	
                        Eligible
                          Contract Participant. It is an “eligible swap participant” as such term is
                          defined in Section 35.1(b)(2) of the regulations (17 C.F.R.
                          35)
                          promulgated under, and an “eligible contract participant” as defined in
                          Section 1(a)(12) of, the Commodity Exchange Act, as
                          amended.”

                      


              

              


              
                	 	
                        (v)

                      	
                        Transfer
                          to Avoid Termination Event.
                          Section 6(b)(ii) is hereby amended by (i) deleting the
                          words “or if a Tax
                          Event Upon Merger occurs and the Burdened Party is the
                          Affected Party,”
                          and (ii) by deleting the words “to transfer” and inserting the words “to
                          effect a Permitted Transfer” in lieu
                          thereof.

                      


              

              


              
                	 	
                        (vi)

                      	
                        Jurisdiction.
                          Section
                          13(b) is hereby amended by: (i) deleting in the second
                          line of
                          subparagraph (i) thereof the word "non-", (ii) deleting
“; and” from the
                          end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                          deleting the final paragraph
                          thereof.

                      


              

              


              
                	 	
                        (vii)

                      	
                        Local
                          Business Day.
                          The definition of Local Business Day in Section 14 is hereby
                          amended by
                          the addition of the words “or any Credit Support Document” after “Section
                          2(a)(i)” and the addition of the words “or Credit Support Document” after
                          “Confirmation”. 

                      


              

              


              
                	
                        (c)

                      	
                        Additional
                          Termination Events.
                          The following Additional Termination Events will
                          apply:

                      


              

              


              
                	(i)          
                         	
                        First
                          Rating Trigger Collateral.
                          If
                          (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                          occurred and been continuing for 30 or more Local Business
                          Days and (B)
                          Party
                          A has failed to comply with or perform any obligation to
                          be complied with
                          or performed by Party A in accordance with the Credit Support
                          Annex, then
                          an Additional Termination Event shall have occurred with
                          respect to Party
                          A and Party A shall be the sole Affected Party with respect
                          to such
                          Additional Termination Event. 

                      


              

              


              
                	(ii)         
                         	
                        Second
                          Rating Trigger Replacement.
                          If
                          (A) a Required Ratings Downgrade Event has occurred and
                          been continuing
                          for 30 or more Local Business Days and (B) (i) at least
                          one Eligible
                          Replacement has made a Firm Offer to be the transferee
                          of all of Party A’s
                          rights and obligations under this Agreement (and such Firm
                          Offer remains
                          an offer that will become legally binding upon such Eligible
                          Replacement
                          upon acceptance by the offeree) and/or (ii) an Eligible
                          Guarantor has made
                          a Firm Offer to provide an Eligible Guarantee (and such
                          Firm Offer remains
                          an offer that will become legally binding upon such Eligible
                          Guarantor
                          immediately upon acceptance by the offeree), then an Additional
                          Termination Event shall have occurred with respect to Party
                          A and Party A
                          shall be the sole Affected Party with respect to such Additional
                          Termination Event. 

                      


              

              


              
                	 	
                        (iii)

                      	
                        Amendment
                          of Pooling and Servicing Agreement.
                          If, without the prior written consent of Party A where
                          such consent is
                          required under the Pooling and Servicing Agreement (such
                          consent not to be
                          unreasonably withheld), an amendment is made to the Pooling
                          and Servicing
                          Agreement which amendment could reasonably be expected
                          to have a material
                          adverse effect on the interests of Party A (excluding,
                          for the avoidance
                          of doubt, any amendment to the Pooling and Servicing Agreement
                          that is
                          entered into solely for the purpose of appointing a successor
                          servicer,
                          master servicer, securities administrator, trustee or other
                          service
                          provider) under this Agreement, an Additional Termination
                          Event shall have
                          occurred with respect to Party B and Party B shall be the
                          sole Affected
                          Party with respect to such Additional Termination Event.
                          

                      


              

              


              
                	 	
                        (iv)

                      	
                        Provision
                          of Information Required by Regulation AB. Party
                          A shall fail to comply with the provisions of Part 5(e)
                          upon the
                          occurrence of a Swap Disclosure Event. For all purposes
                          of this Agreement,
                          Party A shall be the sole Affected Party with respect to
                          such Additional
                          Termination Event.

                      


              

              


              
                	 	
                        (v)

                      	
                        Optional
                          Termination of Securitization.
                          An
                          Additional Termination Event shall occur upon the notice
                          to
                          Certificateholders of an Optional Termination becoming
                          unrescindable in
      accordance with Article IX of the Pooling and Servicing
                          Agreement (such
                          notice, the “Optional
                          Termination Notice”).
                          With respect to such Additional Termination Event: (A)
                          Party B shall be
                          the sole Affected Party; (B) notwithstanding anything to
                          the contrary in
                          Section 6(b)(iv) or Section 6(c)(i), the final Distribution
                          Date specified
                          in the Optional Termination Notice is hereby designated
                          as the Early
                          Termination Date for this Additional Termination Event
                          in respect of all
                          Affected Transactions; (C) Section 2(a)(iii)(2) shall not
                          be applicable to
                          any Affected Transaction in
                          connection with the Early Termination Date resulting from
                          this Additional
                          Termination Event; notwithstanding anything to the contrary
                          in Section
                          6(c)(ii), payments and deliveries under Section 2(a)(i)
                          or Section 2(e) in
                          respect of the Terminated Transactions resulting from this
                          Additional
                          Termination Event will be required to be made through and
                          including the
                          Early Termination Date designated
                          as a result of this Additional Termination Event; provided,
                          for the
                          avoidance of doubt, that any such payments or deliveries
                          that are made on
                          or prior to such Early Termination Date will not be treated
                          as Unpaid
                          Amounts in determining the amount payable in respect of
                          such Early
                          Termination Date; (D) notwithstanding anything to the contrary
                          in Section
                          6(d)(i), (I) if, no later than 4:00 pm New York City time
                          on the day that
                          is four Business Days prior to the final Distribution Date
                          specified in
                          the Optional Termination Notice, the Trust Administrator
                          requests the
                          amount of the Estimated Swap Termination Payment, Party
                          A shall provide to
                          the Trust Administrator in writing (which may be done in
                          electronic
                          format) the amount of the Estimated Swap Termination Payment
                          no later than
                          2:00 pm New York City time on the following Business Day
                          and (II) if the
                          Trust Administrator provides written notice (which may
                          be done in
                          electronic format) to Party A no later than two Business
                          Days prior to the
                          final Distribution Date specified in the Optional Termination
                          Notice that
                          all requirements of the Optional Termination have been
                          met, then Party A
                          shall, no later than one Business Day prior to the final
                          Distribution Date
                          specified in the Optional Termination Notice, make the
                          calculations
                          contemplated by Section 6(e) of the ISDA Master Agreement
                          (as amended
                          herein) and provide to the Trust Administrator in writing
                          (which may be
                          done in electronic format) the amount payable by either
                          Party B or Party A
                          in respect of the related Early Termination Date in
                          connection with this Additional Termination Event; provided,
                          however, that
                          the amount payable by Party B, if any, in respect of the
                          related Early
                          Termination Date shall be the lesser of (x) the amount
                          calculated to be
                          due by Party B pursuant to Section 6(e) and (y) the Estimated
                          Swap
                          Termination Payment; and (E) notwithstanding anything to
                          the contrary in
                          this Agreement, any amount due from Party B to Party A
                          in respect of this
                          Additional Termination Event will be payable on the final
                          Distribution
                          Date specified in the Optional Termination Notice and any
                          amount due from
                          Party A to Party B in respect of this Additional Termination
                          Event will be
                          payable one Business Day prior to the final Distribution
                          Date specified in
                          the Optional Termination Notice. 

                      


              

              


              The
                Trust
                Administrator shall be an express third party beneficiary of this
                Agreement as
                if a party hereto to the extent of the Trust Administrator’s rights specified
                herein. 

              


              
                	
                        (d)

                      	
                        Required
                          Ratings Downgrade Event.
                          In
                          the event that no Relevant Entity has credit ratings at
                          least equal to the
                          Required Ratings Threshold (such event, a “Required
                          Ratings Downgrade Event”),
                          then Party A shall, as soon as reasonably practicable and
                          so long as a
                          Required Ratings Downgrade Event is in effect, at its own
                          expense, using
                          commercially reasonable efforts, procure either (A) a Permitted
                          Transfer
                          or (B) an Eligible Guarantee from an Eligible Guarantor.
                          

                      


              

              


              
                	
                        (e)
                          

                      	
                        Compliance
                          with Regulation AB. 

                      


              

              


              (i)
                For
                purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities
                (Regulation
                AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”) under the Securities
                Act of 1933, as amended, and the Securities Exchange Act of 1934,
                as amended
                (the “Exchange Act”), as amended and interpreted by the Securities and Exchange
                Commission and its staff, if the Depositor or Party B makes a determination,
                acting reasonably and in good faith, that (x) the applicable “significance
                percentage” with respect to this Agreement has been reached, and (y) it has a
                reporting obligation under the Exchange Act (a “Swap Disclosure Event”), then
                Party A shall (or shall cause its Credit Support Provider to), within
                ten (10)
                calendar days after notice to that effect, at its sole expense, take
                one of the
                following actions (each subject to satisfaction of the Rating Agency
                Condition):
                (1) provide (including, if permitted by Regulation AB, provision
                by reference to
                reports filed pursuant to the Exchange Act or otherwise publicly
                available
                information): (A) the financial data required by Item 301 of Regulation
                S-K (17
                C.F.R. §229.301), pursuant to Item 1115(b)(1); (B) financial statements meeting
                the requirements of Regulation S-X (17 C.F.R. §§210.1-01 through 210.12-29, but
                excluding 17 C.F.R. ss. 210.3-05 and Article 11 of Regulation S-X
                (17 C.F.R. ss.
                ss. 210.11-01 through 210.11-03)), pursuant to Item 1115(b)(2); or
                (C) such
                other financial information as may at the time be required or permitted
                to be
                provided in satisfaction of the requirements of Item 1115(b), together
                with
                accountants consents and/or a procedure letter relating thereto;
                or (2) secure
                an Approved Replacement that is able to comply with the requirements
                of Item
                1115(b) of Regulation AB to replace Party A as party to this Agreement,
                on
                substantially similar terms, the debt rating of which entity (or
                credit support
                provider therefor) meets or exceeds the applicable requirements of
                the
                applicable Rating Agencies.

              


              (ii)
                For
                so long as the aggregate significance percentage is 10% or more,
                Party A shall
                (or shall cause its Credit Support Provider to) provide any updates
                to the
                information provided pursuant to clause (i)(1) above to the Depositor
                within
                five (5) Business Days following availability thereof (but in no
                event more than
                45 days after the end of each of Party’s Credit Support Provider’s fiscal half
                for any half-year update, and in no event more than 90 days after
                the end of
                each of Party A’s Credit Support Provider’s fiscal year for any annual
                update).

              


              (iii)
                All
                information provided pursuant to clauses (i)(1) and (ii) above (all
                such
                information, “Swap Financial Disclosure”) shall be in a form suitable for
                conversion to the format required for filing by the Depositor with
                the
                Commission via the Electronic Data Gathering and Retrieval System
                (EDGAR). In
                addition, any such information, if audited, shall be accompanied
                by any
                necessary auditor’s consents or, if such information is unaudited, shall be
                accompanied by an appropriate agreed-upon procedures letter from
                Party A’s
                accountants. If permitted by Regulation AB, any such information
                may be provided
                by reference to or incorporation by reference from reports filed
                pursuant to the
                Exchange Act.

              


              (iv)
                Party A agrees that, in the event that Party A provides Swap Financial
                Disclosure to Depositor in accordance with paragraph (iii) above
                or causes its
                Credit Support Provider to provide Swap Financial Disclosure to Depositor
                in
                accordance with paragraph (iii) above, it will indemnify and hold
                harmless
                Depositor, its respective directors or officers and any person controlling
                Depositor, from and against any and all losses, claims, damages and
                liabilities
                (any “Damage”) caused by any untrue statement or alleged untrue statement of a
                material fact contained in such Swap Financial Disclosure or caused
                by any
                omission or alleged omission to state in such Swap Financial Disclosure
                a
                material fact required to be stated therein or necessary to make
                the statements
                therein, in light of the circumstances under which they were made,
                not
                misleading; provided, however that the foregoing shall not apply
                to any Damage
                caused by the negligence or any willful action of Depositor or any
                other party
                (other than Party A or any of its affiliates or any of their respective
                agents),
                including without limitation any failure to calculate the Significance
                Percentage according to the terms of this Agreement or to make any
                filing as and
                when required under Regulation AB.

              


              (v)
                Third
                Party Beneficiary. The Depositor shall be an express third party
                beneficiary of
                this Agreement as if a party hereto to the extent of the Depositor’s rights
                explicitly specified in this Part 5(e).

              


              
                	
                        (f)

                      	
                        Transfers. 

                      


              

               

              (i)           
                 Section
                7
                is hereby amended to read in its entirety as follows:

               

              “Subject
                to Section 6(b)(ii), Part 5(d), and Part 5(e), neither Party A nor
                Party B is
                permitted to assign, novate or transfer (whether by way of security
                or
                otherwise) as a whole or in part any of its rights, obligations or
                interests
                under the Agreement or any Transaction without (a) the prior written
                consent of
                the other party or (b) satisfaction of the Rating Agency Condition
                with respect
                to S&P.” 

               

              
                	 	
                        (ii)

                      	
                        If
                          an Eligible Replacement has made a Firm Offer (which remains
                          an offer that
                          will become legally binding upon acceptance by Party B)
                          to be the
                          transferee pursuant to a Permitted Transfer, Party B shall,
                          at Party A’s
                          written request and at Party A’s expense, take any reasonable steps
                          required to be taken by Party B to effect such transfer.
                          

                      


              

               

              
                	
                        (g)

                      	
                        Non-Recourse.
                          Party A acknowledges and agree that, notwithstanding any
                          provision in this
                          Agreement to the contrary, the obligations of Party B hereunder
                          are
                          limited recourse obligations of Party B, payable solely
                          from the
                          Supplemental Interest Trust and the proceeds thereof, in
                          accordance with
                          the priority of payments and other terms of the Pooling
                          and Servicing
                          Agreement and that Party A will not have any recourse to
                          any of the
                          directors, officers, employees, shareholders or affiliates
                          of Party B with
                          respect to any claims, losses, damages, liabilities, indemnities
                          or other
                          obligations in connection with any transactions contemplated
                          hereby. In
                          the event that the Supplemental Interest Trust and the
                          proceeds thereof
                          should be insufficient to satisfy all claims outstanding
                          and following the
                          realization of the account held by the Supplemental Interest
                          Trust and the
                          proceeds thereof, any claims against or obligations of
                          Party B under the
                          ISDA Master Agreement or any other confirmation thereunder
                          still
                          outstanding shall be extinguished and thereafter not revive.
                          The
                          Supplemental Interest Trust Trustee shall not have liability
                          for any
                          failure or delay in making a payment hereunder to Party
                          A due to any
                          failure or delay in receiving amounts in the account held
                          by the
                          Supplemental Interest Trust from the Trust created pursuant
                          to the Pooling
                          and Servicing Agreement. This provision will survive the
                          termination of
                          this Agreement.

                      


              

              


              
                	
                        (h)

                      	
                        Timing
                          of Payments
                          by Party B upon Early Termination.
                          Notwithstanding anything to the contrary in Section 6(d)(ii),
                          to the
                          extent that all or a portion (in either case, the “Unfunded Amount”) of
                          any amount that is calculated as being due in respect of
                          any Early
                          Termination Date under Section 6(e) from Party B to Party
                          A will be paid
                          by Party B from amounts other than any upfront payment
                          paid to Party B by
                          an Eligible Replacement that has entered a Replacement
                          Transaction with
                          Party B, then such Unfunded Amount shall be due on the
                          next subsequent
                          Distribution Date following the date on which the payment
                          would have been
                          payable as determined in accordance with Section 6(d)(ii),
                          and on any
                          subsequent Distribution Dates until paid in full (or if
                          such Early
                          Termination Date is the final Distribution Date, on such
                          final
                          Distribution Date); provided, however, that if the date
                          on which the
                          payment would have been payable as determined in accordance
                          with Section
                          6(d)(ii) is a Distribution Date, such payment will be payable
                          on such
                          Distribution Date.

                      


              

              


              
                	
                        (i)

                      	
                        Rating
                          Agency Notifications. Notwithstanding
                          any other provision of this Agreement, no Early Termination
                          Date shall be
                          effectively designated hereunder by Party B and no transfer
                          of any rights
                          or obligations under this Agreement shall be made by either
                          party unless
                          each Swap Rating Agency has been given prior written notice
                          of such
                          designation or transfer. 

                      


              

              


              
                	
                        (j)

                      	
                        No
                          Set-off.
                          Except as expressly provided for in Section 2(c), Section
                          6 or Part
                          1(f)(i)(D) hereof, and notwithstanding any other provision
                          of this
                          Agreement or any other existing or future agreement, each
                          party
                          irrevocably waives any and all rights it may have to set
                          off, net, recoup
                          or otherwise withhold or suspend or condition payment or
                          performance of
                          any obligation between it and the other party hereunder
                          against any
                          obligation between it and the other party under any other
                          agreements.
                          Section 6(e) shall be amended by deleting the following
                          sentence: “The
                          amount, if any, payable in respect of an Early Termination
                          Date and
                          determined pursuant to this Section will be subject to
                          any
                          Set-off.”.

                      


              

               

              
                	
                        (k)

                      	
                        Amendment.
                          Notwithstanding any provision to the contrary in this Agreement,
                          no
                          amendment of either this Agreement or any Transaction under
                          this Agreement
                          shall be permitted by either party unless each of the Swap
                          Agencies has
                          been provided prior written notice of the same and such
                          amendment
                          satisfies the Rating Agency Condition with respect to
                          S&P.

                      


              

              


              
                	
                        (l)

                      	
                        Notice
                          of Certain Events or Circumstances.
                          Each Party agrees, upon learning of the occurrence or existence
                          of any
                          event or condition that constitutes (or that with the giving
                          of notice or
                          passage of time or both would constitute) an Event of Default
                          or
                          Termination Event with respect to such party, promptly
                          to give the other
                          Party and to each Swap Rating Agency notice of such event
                          or condition;
                          provided that failure to provide notice of such event or
                          condition
                          pursuant to this Part 5(l) shall not constitute an Event
                          of Default or a
                          Termination Event.

                      


              

               

              (m)         Proceedings.
                No
                Relevant Entity shall institute against, or cause any other person
                to institute
                against, or join any other person in instituting against Party B,
                the
                Supplemental Interest Trust Trustee, or the trust formed pursuant
                to the Pooling
                and Servicing Agreement, in any bankruptcy, reorganization, arrangement,
                insolvency or liquidation proceedings or other proceedings under
                any federal or
                state bankruptcy or similar law for a period of one year (or, if
                longer, the
                applicable preference period) and one day following payment in full
                of the
                Certificates and any Notes. This provision will survive the termination
                of this
                Agreement. 

              


              
                	
                        (n)

                      	
                        Supplemental
                          Interest Trust Trustee Liability Limitations.
                          It
                          is expressly understood and agreed by the parties hereto
                          that (a) this
                          Agreement is executed by Wells Fargo Bank, N.A. (“Wells”) not in its
                          individual capacity, but solely as Supplemental Interest
                          Trust Trustee
                          under the Pooling and Servicing Agreement in the exercise
                          of the powers
                          and authority conferred and invested in it thereunder;
                          (b) Wells has been
                          directed pursuant to the Pooling and Servicing Agreement
                          to enter into
                          this Agreement and to perform its obligations hereunder;
                          (c) each of the
                          representations, undertakings and agreements herein made
                          on behalf of the
                          Supplemental Interest Trust is made and intended not as
                          personal
                          representations of the Supplemental Interest Trust Trustee
                          but is made and
                          intended for the purpose of binding only the Supplemental
                          Interest Trust;
                          and (d) under no circumstances shall Wells
                          in its individual capacity be personally liable for any
                          payments hereunder
                          or for the breach or failure of any obligation, representation,
                          warranty
                          or covenant made or undertaken under this
                          Agreement.

                      


              

              


              
                	
                        (o)

                      	
                        Severability.
                          If
                          any term, provision, covenant, or condition of this Agreement,
                          or the
                          application thereof to any party or circumstance, shall
                          be held to be
                          invalid or unenforceable (in whole or in part) in any respect,
                          the
                          remaining terms, provisions, covenants, and conditions
                          hereof shall
                          continue in full force and effect as if this Agreement
                          had been executed
                          with the invalid or unenforceable portion eliminated, so
                          long as this
                          Agreement as so modified continues to express, without
                          material change,
                          the original intentions of the parties as to the subject
                          matter of this
                          Agreement and the deletion of such portion of this Agreement
                          will not
                          substantially impair the respective benefits or expectations
                          of the
                          parties; provided, however, that this severability provision
                          shall not be
                          applicable if any provision of Section 2, 5, 6, or 13 (or
                          any definition
                          or provision in Section 14 to the extent it relates to,
                          or is used in or
                          in connection with any such Section) shall be so held to
                          be invalid or
                          unenforceable. 

                      


              

              


              The
                parties shall endeavor to engage in good faith negotiations to replace
                any
                invalid or unenforceable term, provision, covenant or condition with
                a valid or
                enforceable term, provision, covenant or condition, the economic
                effect of which
                comes as close as possible to that of the invalid or unenforceable
                term,
                provision, covenant or condition. 

              


              
                	
                        (p)

                      	
                        Agent
                          for Party B. Party
                          A acknowledges that Party B has appointed the Swap Administrator
                          as its
                          agent under Swap Administration Agreement to carry out
                          certain functions
                          on behalf of Party B, and that the Swap Administrator shall
                          be entitled to
                          give notices and to perform and satisfy the obligations
                          of Party B
                          hereunder on behalf of Party B.

                      


              

               

              
                	
                        (q)

                      	
                        Escrow
                          Payments.
                          If
                          (whether by reason of the time difference between the cities
                          in which
                          payments are to be made or otherwise) it is not possible
                          for simultaneous
                          payments to be made on any date on which both parties are
                          required to make
                          payments hereunder, either Party may at its option and
                          in its sole
                          discretion notify the other Party that payments on that
                          date are to be
                          made in escrow. In this case deposit of the payment due
                          earlier on that
                          date shall be made by 2:00 pm (local time at the place
                          for the earlier
                          payment) on that date with an escrow agent selected by
                          the notifying
                          party, accompanied by irrevocable payment instructions
                          (i) to release the
                          deposited payment to the intended recipient upon receipt
                          by the escrow
                          agent of the required deposit of any corresponding payment
                          payable by the
                          other party on the same date accompanied by irrevocable
                          payment
                          instructions to the same effect or (ii) if the required
                          deposit of the
                          corresponding payment is not made on that same date, to
                          return the payment
                          deposited to the party that paid it into escrow. The party
                          that elects to
                          have payments made in escrow shall pay all costs of the
                          escrow
                          arrangements.

                      


              

               

              
                	
                        (r)

                      	
                        Consent
                          to Recording.
                          Each party hereto consents to the monitoring or recording,
                          at any time and
                          from time to time, by the other party of any and all communications
                          between trading, marketing, and operations personnel of
                          the parties and
                          their Affiliates, waives any further notice of such monitoring
                          or
                          recording, and agrees to notify such personnel of such
                          monitoring or
                          recording. 

                      


              

              


              
                	
                        (s)

                      	
                        Waiver
                          of Jury Trial.
                          Each party waives any right it may have to a trial by jury
                          in respect of
                          any in respect of any suit, action or proceeding relating
                          to this
                          Agreement or any Credit Support Document.


                      


              

              


              
                	
                        (t)

                      	
                        Form
                          of ISDA Master Agreement. Party
                          A and Party B hereby agree that the text of the body of
                          the ISDA Master
                          Agreement is intended to be the printed form of the ISDA
                          Master Agreement
                          (Multicurrency -
                          Crossborder) as published and copyrighted in 1992 by the
                          International
                          Swaps and Derivatives Association,
                          Inc.

                      


              

              


              
                	
                        (u)

                      	
                        Payment
                          Instructions.
                          Party A hereby agrees that, unless notified in writing
                          by Party B of other
                          payment instructions, any and all amounts payable by Party
                          A to Party B
                          under this Agreement shall be paid to the account specified
                          in Item 4 of
                          this Confirmation, below. 

                      


              

              


              
                	
                        (v)

                      	
                        Additional
                          representations.

                      


              

              


              
                	 	
                        (i)

                      	
                        Representations
                          of Party A.
                          Party A represents to Party B on the date on which Party
                          A enters into
                          each Transaction that:--

                      


              

               

              
                	 	
                        (1)

                      	
                        Party
                          A’s obligations under this Agreement rank pari passu with
                          all of Party A’s
                          other unsecured, unsubordinated obligations except those
                          obligations
                          preferred by operation of law.

                      


              

              


              
                	 	
                        (ii)

                      	
                        Capacity.
                          Party A represents to Party B on the date on which Party
                          A enters into
                          this Agreement that it is entering into the Agreement and
                          the Transaction
                          as principal and not as agent of any person. Party B represents
                          to Party A
                          on the date on which Party B enters into this Agreement
                          that it is
                          entering into the Agreement and the Transaction in its
                          capacity as
                          Supplemental Interest Trust
                          Trustee.

                      


              

               

              
                	
                        (w)

                      	
                        Acknowledgements.

                      


              

              


              
                	 	
                        (i)

                      	
                        Substantial
                          financial transactions.
                          Each party hereto is hereby advised and acknowledges as
                          of the date hereof
                          that the other party has engaged in (or refrained from
                          engaging in)
                          substantial financial transactions and has taken (or refrained
                          from
                          taking) other material actions in reliance upon the entry
                          by the parties
                          into the Transaction being entered into on the terms and
                          conditions set
                          forth herein and in the Pooling and Servicing Agreement
                          relating to such
                          Transaction, as applicable. This paragraph shall be deemed
                          repeated on the
                          trade date of each Transaction.

                      


              

               

              
                	 	
                        (ii)

                      	
                        Bankruptcy
                          Code.
                          Subject to Part 5(m), without limiting the applicability
                          if any, of any
                          other provision of the U.S. Bankruptcy Code as amended
                          (the “Bankruptcy
                          Code”) (including without limitation Sections 362, 546, 556,
                          and 560
                          thereof and the applicable definitions in Section 101 thereof),
                          the
                          parties acknowledge and agree that all Transactions entered
                          into hereunder
                          will constitute “forward contracts” or “swap agreements” as defined in
                          Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                          Section 761 of the Bankruptcy Code, that the rights of
                          the parties under
                          Section 6 of this Agreement will constitute contractual
                          rights to
                          liquidate Transactions, that any margin or collateral provided
                          under any
                          margin, collateral, security, pledge, or similar agreement
                          related hereto
                          will constitute a “margin payment” as defined in Section 101 of the
                          Bankruptcy Code, and that the parties are entities entitled
                          to the rights
                          under, and protections afforded by, Sections 362, 546,
                          556, and 560 of the
                          Bankruptcy Code.

                      


              

               

              
                	
                        (x)

                      	
                        Reserved

                      


              

               

              (y)         
                 Reserved

               

              (z)         
                 Additional
                Definitions. 

               

              As
                used
                in this Agreement, the following terms shall have the meanings set
                forth below,
                unless the context clearly requires otherwise: 

               

              “Approved
                Ratings Threshold”
                means
                each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
                Ratings Threshold.

              


              “Approved
                Replacement” means,
                with respect to a Market Quotation, an entity making such Market
                Quotation,
                which entity would satisfy conditions (a), (b), (c) and (e) of the
                definition of
                Permitted Transfer (as determined by Party B in its sole discretion,
                acting in a
                commercially reasonable manner) if such entity were a Transferee,
                as defined in
                the definition of Permitted Transfer.

              


              “Derivative
                Provider Trigger Event”
                means
                (i) an Event of Default with respect to which Party A is a Defaulting
                Party,
                (ii) a Termination Event with respect to which Party A is the sole
                Affected
                Party or (iii) an Additional Termination Event with respect to which
                Party A is
                the sole Affected Party.

              


              “Eligible
                Guarantee”
                means an
                unconditional and irrevocable guarantee of all present and future
                obligations
                (for the avoidance of doubt, not limited to payment obligations)
                of Party A or
                an Eligible Replacement to Party B under this Agreement that is provided
                by an
                Eligible Guarantor as principal debtor rather than surety and that
                is directly
                enforceable by Party B, the form and substance of which guarantee
                are subject to
                the Rating Agency Condition with respect to S&P, and either (A) a law firm
                has given a legal opinion confirming that none of the guarantor’s payments to
                Party B under such guarantee will be subject to Tax
                collected by withholding or
                (B)
                such guarantee provides that, in the event that any of such guarantor’s payments
                to Party B are subject to Tax collected by withholding, such guarantor
                is
                required to pay such additional amount as is necessary to ensure
                that the net
                amount actually received by Party B (free and clear of any Tax collected
                by
                withholding) will equal the full amount Party B would have received
                had no such
                withholding been required.

              


              “Eligible
                Guarantor” means
                an
                entity that (A) has credit ratings at least equal to the Approved
                Ratings
                Threshold or (B) has credit ratings at least equal to the Required
                Ratings
                Threshold, provided, for the avoidance of doubt, that an Eligible
                Guarantee of
                an Eligible Guarantor with credit ratings below the Approved Ratings
                Threshold
                will not cause a Collateral Event (as defined in the Credit Support
                Annex) not
                to occur or continue. 

              


              “Eligible
                Replacement”
                means an
                entity (i) that has credit ratings at least equal to the Approved
                Ratings
                Threshold, (ii) has credit ratings at least equal to the Required
                Ratings
                Threshold, provided, for the avoidance of doubt, that an Eligible
                Guarantee of
                an Eligible Guarantor with credit ratings below the Approved Ratings
                Threshold
                will not cause a Collateral Event (as defined in the Credit Support
                Annex) not
                to occur or continue, or (iii) the present and future obligations
                (for the
                avoidance of doubt, not limited to payment obligations) of which
                entity to Party
                B under this Agreement are guaranteed pursuant to an Eligible Guarantee
                provided
                by an Eligible Guarantor.

              


              “Estimated
                Swap Termination Payment”
                means,
                with respect to an Early Termination Date, an amount determined by
                Party A in
                good faith and in a commercially reasonable manner as the maximum
                payment that
                could be owed by Party B to Party A in respect of such Early Termination
                Date
                pursuant to Section 6(e) of the ISDA Master Agreement, taking into
                account then
                current market conditions.

              


              “Firm
                Offer”
                means
                (A) with respect to an Eligible Replacement, a quotation from such
                Eligible
                Replacement (i) in an amount equal to the actual amount payable by
                or to Party B
                in consideration of an agreement between Party B and such Eligible
                Replacement
                to replace Party A as the counterparty to this Agreement by way of
                novation or,
                if such novation is not possible, an agreement between Party B and
                such Eligible
                Replacement to enter into a Replacement Transaction (assuming that
                all
                Transactions hereunder become Terminated Transactions), and (ii)
                that
                constitutes an offer by such Eligible Replacement to replace Party
                A as the
                counterparty to this Agreement or enter a Replacement Transaction
                that will
                become legally binding upon such Eligible Replacement upon acceptance
                by Party
                B, and (B) with respect to an Eligible Guarantor, an offer by such
                Eligible
                Guarantor to provide an Eligible Guarantee that will become legally
                binding upon
                such Eligible Guarantor upon acceptance by the offeree.

              


              “Moody’s”
                means
                Moody’s Investors Service, Inc., or any successor thereto. 

              


              “Moody’s
                First Trigger Ratings Threshold” means,
                with respect to Party A, the guarantor under an Eligible Guarantee
                or an
                Eligible Replacement, (i) if such entity has a short-term unsecured
                and
                unsubordinated debt rating from Moody’s, a long-term unsecured and
                unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
                short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
                or (ii) if such entity does not have a short-term unsecured and unsubordinated
                debt rating or counterparty rating from Moody’s, a long-term unsecured and
                unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

              


              “Moody’s
                Second Trigger Ratings Event” means
                that no
                Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
                Second Trigger Rating Threshold. 

              


              “Moody’s
                Second Trigger Ratings Threshold” means,
                with respect to Party A, the guarantor under an Eligible Guarantee
                or an
                Eligible Replacement, (i) if such entity has a short-term unsecured
                and
                unsubordinated debt rating from Moody’s, a long-term unsecured and
                unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
                short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
                or (ii) if such entity does not have a short-term unsecured and unsubordinated
                debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
                or counterparty rating from Moody’s of “A3”.

              


              “Permitted
                Transfer” means
                a
                transfer by novation by Party A to a transferee (the “Transferee”)
                of all,
                but not less than all, of Party A’s rights, liabilities, duties and obligations
                under this Agreement, with
                respect to which transfer each of the following conditions is
                satisfied:
                (a) the
                Transferee is an Eligible Replacement that is a recognized dealer
                in interest
                rate swaps organized under the laws of the United States of America
                or a
                jurisdiction located in the United States of America (or another
                jurisdiction
                reasonably acceptable to Party B), (b) as of the date of such transfer
                the
                Transferee would not be required to withhold or deduct on account
                of Tax from
                any payments under this Agreement or would be required to gross up
                for such Tax
                under Section 2(d)(i)(4), (c) an Event of Default or Termination
                Event would not
                occur as a result of such transfer, (d) Party B has consented in
                writing to the
                transfer, such consent not to be unreasonably withheld, (e) the transfer
                would
                not give rise to a taxable event or any other adverse Tax consequences
                to Party
                B or its interest holders, as determined by Party B in its sole discretion,
                (f)
                pursuant to a written instrument (the “Transfer
                Agreement”),
                the
                Transferee acquires and assumes all rights and obligations of Party
                A under the
                Agreement and the relevant Transaction, (g) Party B shall have determined,
                in
                its sole discretion, acting in a commercially reasonable manner,
                that such
                Transfer Agreement is effective to transfer to the Transferee all,
                but not less
                than all, of Party A’s rights and obligations under the Agreement and all
                relevant Transactions; (h) Party A will be responsible for any costs
                or expenses
                incurred in connection with such transfer (including any replacement
                cost of
                entering into a replacement transaction); (i) either (A) Moody’s has been given
                prior written notice of such transfer and the Rating Agency Condition
                is
                satisfied with respect to S&P or (B) each Swap Rating Agency has been given
                prior written notice of such transfer and such transfer is in connection
                with
                the assignment and assumption of this Agreement without modification
                of its
                terms, other than party names, dates relevant to the effective date
                of such
                transfer, tax representations (provided that the representations
                in Part 2(a)(i)
                are not modified) and any other representations regarding the status
                of the
                substitute counterparty of the type included in Part 5(b)(iv), Part
                5(v)(i)(2)
                or Part 5(v)(ii), notice information and account details; and (j)
                such transfer
                otherwise complies with the terms of the Pooling and Servicing
                Agreement.

               

              “Rating
                Agency Condition”
                means,
                with respect to any particular proposed act or omission to act hereunder
                and
                each Swap Rating Agency specified in connection with such proposed
                act or
                omission, that the party acting or failing to act must consult with
                each of the
                specified Swap Rating Agencies and receive from each such Swap Rating
                Agency a
                prior written confirmation that the proposed action or inaction would
                not cause
                a downgrade or withdrawal of the then-current rating of any Certificates
                or
                Notes.

              


              “Relevant
                Entity” means
                Party A and, to the extent applicable, a guarantor under an Eligible
                Guarantee.

              


              “Replacement
                Transaction”
                means,
                with respect to any Terminated Transaction or group of Terminated
                Transactions,
                a transaction or group of transactions that (i) would have the effect
                of
                preserving for Party B the economic equivalent of any payment or
                delivery
                (whether the underlying obligation was absolute or contingent and
                assuming the
                satisfaction of each applicable condition precedent) by the parties
                under
                Section 2(a)(i) in respect of such Terminated Transaction or group
                of Terminated
                Transactions that would, but for the occurrence of the relevant Early
                Termination Date, have been required after that Date, and (ii) has
                terms which
                are substantially the same as this Agreement, including, without
                limitation,
                rating triggers, Regulation AB compliance, and credit support documentation,
                save for the exclusion of provisions relating to Transactions that
                are not
                Terminated Transaction, as determined by Party B in its sole discretion,
                acting
                in a commercially reasonable manner.

              


              “Required
                Ratings Downgrade Event”
                shall
                have the meaning assigned thereto in Part 5(d).

              


              “Required
                Ratings Threshold” means
                each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
                Ratings Threshold.

              


              “S&P”
                means
                Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
                Inc., or any successor thereto. 

              


              “S&P
                Approved Ratings Threshold”
                means,
                with respect to Party A, the guarantor under an Eligible Guarantee
                or an
                Eligible Replacement, a short-term unsecured and unsubordinated debt
                rating from
                S&P of “A-1”, or, if such entity does not have a short-term unsecured and
                unsubordinated debt rating from S&P, a long-term unsecured and
                unsubordinated debt rating from S&P of “A+”.

              


              “S&P
                Required Ratings Downgrade Event”
                means
                that no Relevant Entity has credit ratings at least equal to the
                S&P
                Required Ratings Threshold.

              


              “S&P
                Required Ratings Threshold”
                means,
                with respect to Party A, the guarantor under an Eligible Guarantee
                or an
                Eligible Replacement, a long-term unsecured and unsubordinated debt
                rating from
                S&P of “BBB+”. 

              


              “Swap
                Rating Agencies”
                means,
                with respect to any date of determination, each of S&P and Moody’s, to the
                extent that each such rating agency is then providing a rating for
                any of the
                MASTR Asset Backed Securities Trust 2006-HE4, Mortgage Pass Through
                Certificates, Series 2006-HE4 (the “Certificates”) or any notes backed by the
                Certificates (the “Notes”).

              


               

              Remainder
                of this page intentionally left blank.

               

              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              4. Account
                Details and Settlement Information:  

               

              


              
                	
                        Payments
                          to Party A:

                      	
                        JPMorgan
                          Chase Bank

                      
	 	
                        SWIFT:
                          

                      	
                        CHASUS33

                      
	 	
                        Account
                          of: 

                      	
                        Swiss
                          Re Financial Products

                      
	 	
                        Account
                          No.: 

                      	
                        066-911184
                          

                      
	 	
                        ABA#:

                      	
                        021000021

                      


              

              


               

              
                	
                        Payments
                          to Party B:

                      	
                        Wells
                          Fargo Bank, N.A.

                      
	 	
                        San
                          Francisco, California

                      
	 	
                        ABA#:
                          121-000-248

                      
	 	
                        Account#:
                          3970771416

                      
	 	
                        Account
                          Name: SAS Clearing

                      
	 	
                        FFC#:
                          50970302

                      


              

              


              This
                Agreement may be executed in several counterparts, each of which
                shall be deemed
                an original but all of which together shall constitute one and the
                same
                instrument.

              


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              


              We
                are
                very pleased to have executed this Transaction with you and we look
                forward to
                completing other transactions with you in the near future.

              


              Very
                truly yours,

              


              Swiss
                Re
                Financial Products Corporation

              


              


              
                	
                        By:

                      	 
	
                        Name:

                      	 
	
                        Title:

                      	 


              

              


              


              Party
                B,
                acting through its duly authorized signatory, hereby agrees to, accepts
                and
                confirms the terms of the foregoing as of the date hereof.

              


              Wells
                Fargo Bank, N.A., not individually, but solely as Supplemental Interest
                Trust
                Trustee on behalf of the Supplemental Interest Trust with respect
                to the MASTR
                Asset Backed Securities Trust 2006-HE4, Mortgage Pass Through Certificates,
                Series 2006-HE4 

              


              


              
                	
                        By:

                      	 
	
                        Name:

                      	 
	
                        Title:

                      	 


              

              


              


              


              


              


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              


              SCHEDULE
                I

               

              (All
                such
                dates subject to No Adjustment with respect to Fixed Rate Payer Period
                End Dates
                and adjustment in accordance with the Modified Following Business
                Day Convention
                with respect to Floating Rate Payer Period End Dates) 

              


              
                	
                         

                        From
                          and Including

                      	
                        To
                          but Excluding

                      	
                        Swap
                          Agreement Calculation

                        Amount

                      
	
                        Effective
                          Date

                      	
                        December
                          25, 2006

                      	
                        $

                      	
                        2,402,552

                      
	
                        December
                          25, 2006

                      	
                        January
                          25, 2007

                      	
                        $

                      	
                        2,373,972

                      
	
                        January
                          25, 2007

                      	
                        February
                          25, 2007

                      	
                        $

                      	
                        2,337,596

                      
	
                        February
                          25, 2007

                      	
                        March
                          25, 2007

                      	
                        $

                      	
                        2,293,444

                      
	
                        March
                          25, 2007

                      	
                        April
                          25, 2007

                      	
                        $

                      	
                        2,241,604

                      
	
                        April
                          25, 2007

                      	
                        May
                          25, 2007

                      	
                        $

                      	
                        2,182,232

                      
	
                        May
                          25, 2007

                      	
                        June
                          25, 2007

                      	
                        $

                      	
                        2,115,572

                      
	
                        June
                          25, 2007

                      	
                        July
                          25, 2007

                      	
                        $

                      	
                        2,041,932

                      
	
                        July
                          25, 2007

                      	
                        August
                          25, 2007

                      	
                        $

                      	
                        1,961,716

                      
	
                        August
                          25, 2007

                      	
                        September
                          25, 2007

                      	
                        $

                      	
                        1,875,412

                      
	
                        September
                          25, 2007

                      	
                        October
                          25, 2007

                      	
                        $

                      	
                        1,789,052

                      
	
                        October
                          25, 2007

                      	
                        November
                          25, 2007

                      	
                        $

                      	
                        1,706,720

                      
	
                        November
                          25, 2007

                      	
                        December
                          25, 2007

                      	
                        $

                      	
                        1,628,228

                      
	
                        December
                          25, 2007

                      	
                        January
                          25, 2008

                      	
                        $

                      	
                        1,553,396

                      
	
                        January
                          25, 2008

                      	
                        February
                          25, 2008

                      	
                        $

                      	
                        1,482,048

                      
	
                        February
                          25, 2008

                      	
                        March
                          25, 2008

                      	
                        $

                      	
                        1,414,024

                      
	
                        March
                          25, 2008

                      	
                        April
                          25, 2008

                      	
                        $

                      	
                        1,349,168

                      
	
                        April
                          25, 2008

                      	
                        May
                          25, 2008

                      	
                        $

                      	
                        1,287,328

                      
	
                        May
                          25, 2008

                      	
                        June
                          25, 2008

                      	
                        $

                      	
                        1,228,364

                      
	
                        June
                          25, 2008

                      	
                        July
                          25, 2008

                      	
                        $

                      	
                        1,172,136

                      
	
                        July
                          25, 2008

                      	
                        August
                          25, 2008

                      	
                        $

                      	
                        1,100,220

                      
	
                        August
                          25, 2008

                      	
                        September
                          25, 2008

                      	
                        $

                      	
                        1,016,300

                      
	
                        September
                          25, 2008

                      	
                        October
                          25, 2008

                      	
                        $

                      	
                        940,076

                      
	
                        October
                          25, 2008

                      	
                        November
                          25, 2008

                      	
                        $

                      	
                        870,772

                      
	
                        November
                          25, 2008

                      	
                        December
                          25, 2008

                      	
                        $

                      	
                        807,648

                      
	
                        December
                          25, 2008

                      	
                        January
                          25, 2009

                      	
                        $

                      	
                        758,392

                      
	
                        January
                          25, 2009

                      	
                        February
                          25, 2009

                      	
                        $

                      	
                        720,636

                      
	
                        February
                          25, 2009

                      	
                        March
                          25, 2009

                      	
                        $

                      	
                        684,836

                      
	
                        March
                          25, 2009

                      	
                        April
                          25, 2009

                      	
                        $

                      	
                        650,896

                      
	
                        April
                          25, 2009

                      	
                        May
                          25, 2009

                      	
                        $

                      	
                        618,720

                      
	
                        May
                          25, 2009

                      	
                        June
                          25, 2009

                      	
                        $

                      	
                        588,200

                      
	
                        June
                          25, 2009

                      	
                        July
                          25, 2009

                      	
                        $

                      	
                        559,172

                      
	
                        July
                          25, 2009

                      	
                        August
                          25, 2009

                      	
                        $

                      	
                        526,348

                      
	
                        August
                          25, 2009

                      	
                        September
                          25, 2009

                      	
                        $

                      	
                        491,656

                      
	
                        September
                          25, 2009

                      	
                        October
                          25, 2009

                      	
                        $

                      	
                        459,720

                      
	
                        October
                          25, 2009

                      	
                        November
                          25, 2009

                      	
                        $

                      	
                        430,272

                      
	
                        November
                          25, 2009

                      	
                        December
                          25, 2009

                      	
                        $

                      	
                        403,120

                      
	
                        December
                          25, 2009

                      	
                        January
                          25, 2010

                      	
                        $

                      	
                        380,420

                      
	
                        January
                          25, 2010

                      	
                        February
                          25, 2010

                      	
                        $

                      	
                        361,060

                      
	
                        February
                          25, 2010

                      	
                        March
                          25, 2010

                      	
                        $

                      	
                        342,744

                      
	
                        March
                          25, 2010

                      	
                        April
                          25, 2010

                      	
                        $

                      	
                        325,408

                      
	
                        April
                          25, 2010

                      	
                        May
                          25, 2010

                      	
                        $

                      	
                        309,004

                      
	
                        May
                          25, 2010

                      	
                        June
                          25, 2010

                      	
                        $

                      	
                        293,476

                      
	
                        June
                          25, 2010

                      	
                        July
                          25, 2010

                      	
                        $

                      	
                        278,772

                      
	
                        July
                          25, 2010

                      	
                        August
                          25, 2010

                      	
                        $

                      	
                        264,844

                      
	
                        August
                          25, 2010

                      	
                        September
                          25, 2010

                      	
                        $

                      	
                        251,660

                      
	
                        September
                          25, 2010

                      	
                        October
                          25, 2010

                      	
                        $

                      	
                        239,168

                      
	
                        October
                          25, 2010

                      	
                        November
                          25, 2010

                      	
                        $

                      	
                        227,336

                      
	
                        November
                          25, 2010

                      	
                        December
                          25, 2010

                      	
                        $

                      	
                        216,124

                      
	
                        December
                          25, 2010

                      	
                        January
                          25, 2011

                      	
                        $

                      	
                        205,500

                      
	
                        January
                          25, 2011

                      	
                        February
                          25, 2011

                      	
                        $

                      	
                        195,432

                      
	
                        February
                          25, 2011

                      	
                        March
                          25, 2011

                      	
                        $

                      	
                        185,888

                      
	
                        March
                          25, 2011

                      	
                        April
                          25, 2011

                      	
                        $

                      	
                        176,836

                      
	
                        April
                          25, 2011

                      	
                        May
                          25, 2011

                      	
                        $

                      	
                        168,256

                      
	
                        May
                          25, 2011

                      	
                        June
                          25, 2011

                      	
                        $

                      	
                        160,120

                      
	
                        June
                          25, 2011

                      	
                        July
                          25, 2011

                      	
                        $

                      	
                        152,404

                      
	
                        July
                          25, 2011

                      	
                        August
                          25, 2011

                      	
                        $

                      	
                        145,080

                      
	
                        August
                          25, 2011

                      	
                        September
                          25, 2011

                      	
                        $

                      	
                        138,132

                      
	
                        September
                          25, 2011

                      	
                        October
                          25, 2011

                      	
                        $

                      	
                        131,536

                      
	
                        October
                          25, 2011

                      	
                        Termination
                          Date

                      	
                        $

                      	
                        125,268

                      


              

              


              


              


              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Annex
                A

              


              Paragraph
                13 of the Credit Support Annex

               

              

                ANNEX
                  A

                


                ISDA®

                CREDIT
                  SUPPORT ANNEX

                to
                  the
                  Schedule to the

                ISDA
                  Master Agreement

                dated
                  as
                  of November 30, 2006 between

                Swiss
                  Re
                  Financial Products Corporation (hereinafter referred to as “Party
                  A”
                  or
“Pledgor”)

                and

                Wells
                  Fargo Bank, N.A. not in its individual capacity but solely as Supplemental
                  Interest Trust Trustee on behalf of the Supplemental Interest Trust
                  with respect
                  to the MASTR Asset Backed Securities Trust 2006-HE4, Mortgage Pass
                  Through
                  Certificates, Series 2006-HE4  

                (hereinafter
                  referred to as “Party
                  B”
                  or
“Secured
                  Party”).

                


                For
                  the
                  avoidance of doubt, and notwithstanding anything to the contrary
                  that may be
                  contained in the Agreement, this Credit Support Annex shall relate
                  solely to the
                  Transaction documented in the Confirmation dated November 30, 2006,
                  between
                  Party A and Party B, Reference Number 1148812.

                


                 

                Paragraph
                  13. Elections and Variables.

                 

                
                  	(a)  	
                          Security
                            Interest for “Obligations”.
                            The term “Obligations”
                            as
                            used in this Annex includes the following additional
                            obligations:

                        


                

                 

                With
                  respect to Party A: not applicable.

                 

                With
                  respect to Party B: not applicable.

                 

                
                  	(b)  	
                          Credit
                            Support Obligations.

                        


                

                 

                
                  	(i)  	
                          Delivery
                            Amount, Return Amount and Credit Support
                            Amount.

                        


                

                 

                
                  	(A)  	
                          “Delivery
                            Amount”
                            has the meaning specified in Paragraph 3(a) as amended
                            (I) by deleting the
                            words “upon a demand made by the Secured Party on or promptly
                            following a
                            Valuation Date” and inserting in lieu thereof the words “not later than
                            the close of business on each Valuation Date” and (II) by deleting in its
                            entirety the sentence beginning “Unless otherwise specified in Paragraph
                            13” and ending “(ii) the Value as of that Valuation Date of all Posted
                            Credit Support held by the Secured Party.” and inserting in lieu thereof
                            the following:

                        


                

                 

                The
                  “Delivery
                  Amount”
                  applicable to the Pledgor for any Valuation Date will equal the
                  greatest of


                 

                
                  	 	
                          (1)
                            

                        	
                          the
                            amount by which (a) the S&P Credit Support Amount for such Valuation
                            Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                            Credit Support held by the Secured Party,


                        


                

                 

                
                  	 	
                          (2)
                            

                        	
                          the
                            amount by which (a) the Moody’s First Trigger Credit Support Amount for
                            such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                            Valuation Date of all Posted Credit Support held by the
                            Secured Party,
                            and

                        


                

                 

                
                  	 	
                          (3)
                            

                        	
                          the
                            amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                            such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                            such Valuation Date of all Posted Credit Support held
                            by the Secured
                            Party.

                        


                

                 

                
                  	(B)  	
                          “Return
                            Amount”
                            has the meaning specified in Paragraph 3(b) as amended
                            by deleting in its
                            entirety the sentence beginning “Unless otherwise specified in Paragraph
                            13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                            thereof the following:

                        


                

                 

                The
                  “Return
                  Amount”
                  applicable to the Secured Party for any Valuation Date will equal
                  the least of


                 

                
                  	 	
                          (1)
                            

                        	
                          the
                            amount by which (a) the S&P Value as of such Valuation Date of all
                            Posted Credit Support held by the Secured Party exceeds
                            (b) the S&P
                            Credit Support Amount for such Valuation Date,


                        


                

                 

                
                  	 	
                          (2)
                            

                        	
                          the
                            amount by which (a) the Moody’s First Trigger Value as of such Valuation
                            Date of all Posted Credit Support held by the Secured
                            Party exceeds (b)
                            the Moody’s First Trigger Credit Support Amount for such Valuation
                            Date,
                            and

                        


                

                 

                
                  	 	
                          (3)
                            

                        	
                          the
                            amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                            Date of all Posted Credit Support held by the Secured
                            Party exceeds (b)
                            the Moody’s Second Trigger Credit Support Amount for such Valuation
                            Date.

                        


                

                 

                
                  	(C)  	
                          “Credit
                            Support Amount”
                            shall not apply. For purposes of calculating any Delivery
                            Amount or Return
                            Amount for any Valuation Date, reference shall be made
                            to the S&P
                            Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                            the Moody’s Second Trigger Credit Support Amount, in each case
                            for such
                            Valuation Date, as provided in Paragraphs 13(b)(i)(A)
                            and 13(b)(i)(B),
                            above.

                        


                

                 

                
                  	(ii)  	
                          Eligible
                            Collateral.
                            

                        


                

                 

                On
                  any
                  date, the following items denominated in U.S. Dollars will qualify
                  as
“Eligible
                  Collateral”:

                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                 

                
                  	
                           

                          Collateral
                            

                        	
                          S&P

                          Valuation
                            

                          Percentage

                        	
                          Moody’s
                            

                          First
                            Trigger

                          Valuation

                          Percentage

                        	
                          Moody’s
                            

                          Second
                            Trigger

                          Valuation

                          Percentage

                        
	
                          (A)  Cash

                        	
                          100%

                        	
                          100%

                        	
                          100%

                        
	 	 	 	 
	
                          (B)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of less than one year

                        	
                          98.5%

                        	
                          100%

                        	
                          100%

                        
	 	 	 	 
	
                          (C)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of at least one year
                            but less than two
                            years

                        	
                          89.9%

                        	
                          100%

                        	
                          99%

                        
	 	 	 	 
	
                          (D)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of at least two years
                            but less than
                            three years

                        	
                          89.9%

                        	
                          100%

                        	
                          98%

                        
	 	 	 	 
	
                          (E)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of at least three years
                            but less than
                            five years

                        	
                          89.9%

                        	
                          100%

                        	
                          97%

                        
	 	 	 	 
	
                          (F)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of at least five years
                            but less than
                            seven years

                        	
                          89.9%

                        	
                          100%

                        	
                          95%

                        
	 	 	 	 
	
                          (G)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of at least seven years
                            but less than
                            ten years

                        	
                          89.9%

                        	
                          100%

                        	
                          94%

                        
	 	 	 	 
	
                          (H)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of ten to twenty years

                        	
                          83.9%

                        	
                          100%

                        	
                          89%

                        
	 	 	 	 
	
                          (I)  Fixed-rate
                            negotiable debt obligations issued by the U.S. Treasury
                            Department having
                            a remaining maturity on such date of more than twenty
                            years

                        	
                          83.9%

                        	
                          100%

                        	
                          87%

                        


                

                


                 

                
                  	(iii)  	
                          Other
                            Eligible Support. 

                        


                

                 

                The
                  following items will qualify as “Other
                  Eligible Support”
                  for the
                  party specified: 

                 

                Not
                  applicable.

                 

                
                  	(iv)  	
                          Threshold.

                        


                

                 

                
                  	(A) 	
                          “Independent
                            Amount”
                            means zero with respect to Party A and Party
                            B.

                        


                

                 

                
                  	(B)  	
                          “Threshold”
                            means, with respect to Party A and any Valuation Date,
                            zero if (i) a
                            Collateral Event has occurred and has been continuing
                            (x) for at least 30
                            days or (y) since this Annex was executed, or (ii) a
                            S&P Required
                            Ratings Downgrade Event has occurred and is continuing;
                            otherwise,
                            infinity.

                        


                

                 

                
                  	(C) 	
                          “Threshold”
                            means, with respect to Party B and any Valuation Date,
                            infinity.

                        


                

                 

                
                  	(D) 	
                          “Minimum
                            Transfer Amount” means
                            USD 100,000 with respect to Party A and Party B; provided,
                            however, that
                            if the aggregate Certificate Principal Balance and note
                            principal balance
                            of Certificates and Notes rated by S&P ceases to be more than USD
                            50,000,000, the “Minimum
                            Transfer Amount”
                            shall be USD 50,000.

                        


                

                 

                
                  	(E)  	
                          Rounding:
                            The Delivery Amount will be rounded up to the nearest
                            integral multiple of
                            USD 10,000. The Return Amount will be rounded down to
                            the nearest integral
                            multiple of USD 1,000.

                        


                

                 

                
                  	(c)  	
                          Valuation
                            and Timing.

                        


                

                 

                
                  	(i)  	
                          “Valuation
                            Agent”
                            means Party A; provided, however, that if an Event of
                            Default shall have
                            occurred with respect to which Party A is the Defaulting
                            Party, Party B
                            shall have the right to designate as Valuation Agent
                            an independent party,
                            reasonably acceptable to Party A, the cost for which
                            shall be borne by
                            Party A. All calculations by the Valuation Agent must
                            be made in
                            accordance with standard market practice, including,
                            in the event of a
                            dispute as to the Value of any Eligible Credit Support
                            or Posted Credit
                            Support, by making reference to quotations received by
                            the Valuation Agent
                            from one or more Pricing Sources.

                        


                

                 

                
                  	(ii)  	
                          “Valuation
                            Date” means
                            the first Local Business Day in each week on which any
                            of the S&P
                            Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
                            the Moody’s Second Trigger Credit Support Amount is greater than
                            zero.

                        


                

                 

                
                  	(iii)  	
                          “Valuation
                            Time” means
                            the close of business in the city of the Valuation Agent
                            on the Local
                            Business Day immediately preceding the Valuation Date
                            or date of
                            calculation, as applicable; provided
                            that the calculations of Value and Exposure will be made
                            as of
                            approximately the same time on the same date.


                        


                

                 

                
                  	(iv)  	
                          “Notification
                            Time” means
                            10:00 a.m., New York time, on a Local Business Day.
                            

                        


                

                 

                
                  	(v)  	
                          External
                            Verification.
                            Notwithstanding anything to the contrary in the definitions
                            of Valuation
                            Agent or Valuation Date, at any time at which Party A
                            (or, to the extent
                            applicable, its Credit Support Provider) does not have
                            a long-term
                            unsubordinated and unsecured debt rating of at least
“BBB+” from S&P,
                            the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                            the S&P Value of Posted Credit Suppport on each Valuation Date
                            based
                            on internal marks and (B) verify such calculations with
                            external marks
                            monthly by obtaining on the last Local Business Day of
                            each calendar month
                            two external marks for each Transaction to which this
                            Annex relates and
                            for all Posted Credit Suport; such verification of the
                            Secured Party’s
                            Exposure shall be based on the higher of the two external
                            marks. Each
                            external mark in respect of a Transaction shall be obtained
                            from an
                            independent Reference Market-maker that would be eligible
                            and willing to
                            enter into such Transaction in the absence of the current
                            derivative
                            provider, provided that an external mark may not be obtained
                            from the same
                            Reference Market-maker more than four times in any 12-month
                            period. The
                            Valuation Agent shall obtain these external marks directly
                            or through an
                            independent third party, in either case at no cost to
                            Party B. The
                            Valuation Agent shall calculate on each Valuation Date
                            (for purposes of
                            this paragraph, the last Local Business Day in each calendar
                            month
                            referred to above shall be considered a Valuation Date)
                            the Secured
                            Party’s Exposure based on the greater of the Valuation Agent’s internal
                            marks and the external marks received. If the S&P Value on any such
                            Valuation Date of all Posted Credit Support then held
                            by the Secured Party
                            is less than the S&P Credit Support Amount on such Valuation Date (in
                            each case as determined pursuant to this paragraph),
                            Party A shall, within
                            three Local Business Days of such Valuation Date, Transfer
                            to the Secured
                            Party Eligible Credit Support having an S&P Value as of the date of
                            Transfer at least equal to such deficiency.


                        


                

                 

                
                  	(vi)  	
                          Notice
                            to S&P. 
                            At
                            any time at which Party A (or, to the extent applicable,
                            its Credit
                            Support Provider) does not have a long-term unsubordinated
                            and unsecured
                            debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                            provide to S&P not later than the Notification Time on the Local
                            Business Day following each Valuation Date its calculations
                            of the Secured
                            Party’s Exposure and the S&P Value of any Eligible Credit Support or
                            Posted Credit Support for that Valuation Date. The Valuation
                            Agent shall
                            also provide to S&P any external marks received pursuant to the
                            preceding paragraph.

                        


                

                 

                
                  	(d)  	
                          Conditions
                            Precedent and Secured Party’s Rights and
                            Remedies.
                            The following Termination Events will be a “Specified
                            Condition”
                            for the party specified (that party being the Affected
                            Party if the
                            Termination Event occurs with respect to that party):
                            With respect to
                            Party A: any Additional Termination Event with respect
                            to which Party A is
                            the sole Affected Party. With respect to Party B:
                            None.

                        


                

                 

                
                  	(e)  	
                          Substitution.

                        


                

                 

                
                  	(i)  	
                          “Substitution
                            Date”
                            has the meaning specified in Paragraph
                            4(d)(ii).

                        


                

                 

                
                  	(ii)  	
                          Consent.
                            If
                            specified here as applicable, then the Pledgor must obtain
                            the Secured
                            Party’s consent for any substitution pursuant to Paragraph
                            4(d):
                            Inapplicable.

                        


                

                 

                
                  	(f)  	
                          Dispute
                            Resolution.

                        


                

                 

                
                  	(i)  	
                          “Resolution
                            Time”
                            means 1:00 p.m. New York time on the Local Business Day
                            following the date
                            on which the notice of the dispute is given under Paragraph
                            5.

                        


                

                 

                
                  	(ii)  	
                          Value.
                            Notwithstanding anything to the contrary in Paragraph
                            12, for the purpose
                            of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                            Value, and Moody’s Second Trigger Value, on any date, of Eligible
                            Collateral other than Cash will be calculated as follows:
                            

                        


                

                 

                For
                  Eligible Collateral in the form of securities listed in Paragraph
                  13(b)(ii): the
                  sum of (A) the product of (1)(x) the bid price at the Valuation
                  Time for such
                  securities on the principal national securities exchange on which
                  such
                  securities are listed, or (y) if such securities are not listed on a national
                  securities exchange, the bid price for such securities quoted at
                  the Valuation
                  Time by any principal market maker for such securities selected
                  by the Valuation
                  Agent, or (z) if no such bid price is listed or quoted for such
                  date, the bid
                  price listed or quoted (as the case may be) at the Valuation Time
                  for the day
                  next preceding such date on which such prices were available and
                  (2) the
                  applicable Valuation Percentage for such Eligible Collateral, and
                  (B) the
                  accrued interest on such securities (except to the extent Transferred
                  to the
                  Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable
                  price
                  referred to in the immediately preceding clause (A)) as of such
                  date.

                 

                
                  	(iii)  	
                          Alternative.
                            The provisions of Paragraph 5 will
                            apply.

                        


                

                 

                
                  	(g)  	
                          Holding
                            and Using Posted
                            Collateral.

                        


                

                 

                
                  	(i)  	
                          Eligibility
                            to Hold Posted Collateral; Custodians.  Party
                            B (or any Custodian) will be entitled to hold Posted
                            Collateral pursuant
                            to Paragraph 6(b). 

                        


                

                 

                Party
                  B
                  may appoint as Custodian (A) the entity then serving as Trustee
                  or (B) any
                  entity other than the entity then serving as Trustee if such other
                  entity (or,
                  to the extent applicable, its parent company or credit support
                  provider) shall
                  then have a short-term unsecured and unsubordinated debt rating
                  from S&P of
                  at least “A-1.”

                 

                Initially,
                  the Custodian
                  for
                  Party B is: the Swap Administrator.

                 

                
                  	(ii)  	
                          Use
                            of Posted Collateral. The
                            provisions of Paragraph 6(c)(i) will not apply to Party
                            B, but the
                            provisions of Paragraph 6(c)(ii) will apply to Party
                            B.
                            

                        


                

                 

                
                  	(h)  	
                          Distributions
                            and Interest Amount.

                        


                

                 

                
                  	(i)  	
                          Interest
                            Rate.
                            The “Interest
                            Rate”
                            will be the actual interest rate earned on Posted Collateral
                            in the form
                            of Cash that is held by Party B or its
                            Custodian.

                        


                

                 

                
                  	(ii)  	
                          Transfer
                            of Interest Amount.
                            The Transfer of the Interest Amount will be made on the
                            second Local
                            Business Day following the end of each calendar month
                            and on any other
                            Local Business Day on which Posted Collateral in the
                            form of Cash is
                            Transferred to the Pledgor pursuant to Paragraph 3(b);
                            provided, however,
                            that the obligation of Party B to Transfer any Interest
                            Amount to Party A
                            shall be limited to the extent that Party B has earned
                            and received such
                            funds and such funds are available to Party B.


                        


                

                 

                
                  	(iii)  	
                          Alternative
                            to Interest Amount.
                            The provisions of Paragraph 6(d)(ii) will
                            apply.

                        


                

                 

                
                  	(i)  	
                          Additional
                            Representation(s).
                            There are no additional representations by either
                            party.

                        


                

                 

                
                  	(j)  	
                          Other
                            Eligible Support and Other Posted Support.

                        


                

                 

                
                  	(i)  	
                          “Value”
                            with respect to Other Eligible Support and Other Posted
                            Support means: not
                            applicable. 

                        


                

                 

                
                  	(ii)  	
                          “Transfer”
                            with respect to Other Eligible Support and Other Posted
                            Support means: not
                            applicable.

                        


                

                 

                
                  	(k)  	
                          Demands
                            and Notices.All
                            demands, specifications and notices under this Annex
                            will be made pursuant
                            to the Notices Section of this Agreement, except that
                            any demand,
                            specification or notice shall be given to or made at
                            the following
                            addresses, or at such other address as the relevant party
                            may from time to
                            time designate by giving notice (in accordance with the
                            terms of this
                            paragraph) to the other party:

                        


                

                 

                If
                  to
                  Party A, at the address specified pursuant to the Notices Section
                  of this
                  Agreement.

                 

                If
                  to
                  Party B, at the address specified pursuant to the Notices Section
                  of this
                  Agreement.

                 

                If
                  to
                  Party B’s Custodian: Swap Administrator.

                 

                
                  	(l)  	
                          Address
                            for Transfers.
                            Each Transfer hereunder shall be made to the address
                            specified below or to
                            an address specified in writing from time to time by
                            the party to which
                            such Transfer will be made.

                        


                

                 

                Party
                  A
                  account details:  JPMorgan
                  Chase BankSWIFT: CHASUS33

                Account
                  of: Swiss Re Financial Products

                Account
                  No.: 066-911184

                ABA#:
                  021000021

                


                Party
                  B’s
                  Custodian’s account details:

                 

                Wells
                  Fargo Bank, NA

                San
                  Francisco, CA

                ABA#
                  121-000-248

                Acct#
                  3970771416

                Acct
                  Name: SAS Clearing

                FFC:
                  50970304

                


                
                  	(m)  	
                          Other
                            Provisions.

                        


                

                 

                
                  	(i)  	
                          Collateral
                            Account.
                            Party B shall open and maintain a segregated account,
                            which shall be an
                            Eligible Account, and hold, record and identify all Posted
                            Collateral in
                            such segregated account.

                        


                

                 

                
                  	(ii)  	
                          Agreement
                            as to Single Secured Party and Single Pledgor.
                            Party A and Party B hereby agree that, notwithstanding
                            anything to the
                            contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                            means only Party B, (b) the term “Pledgor” as used in this Annex means
                            only Party A, (c) only Party A makes the pledge and grant
                            in Paragraph 2,
                            the acknowledgement in the final sentence of Paragraph
                            8(a) and the
                            representations in Paragraph 9.

                        


                

                 

                
                  	(iii)  	
                          Calculation
                            of Value.
                            Paragraph 4(c) is hereby amended by deleting the word
“Value” and
                            inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                            Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                            deleting the words “a Value” and inserting in lieu thereof “an S&P
                            Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                            (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                            Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                            Paragraph 5 (flush language) is hereby amended by deleting
                            the word
                            “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                            Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                            language) is hereby amended by deleting the word “Value” and inserting in
                            lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                            Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                            word “the Value, if” and inserting in lieu thereof “any one or more of the
                            S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                            Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                            first instance of the words “the Value” and inserting in lieu thereof “any
                            one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                            Second Trigger Value” and (2) deleting the second instance of the words
                            “the Value” and inserting in lieu thereof “such disputed S&P Value,
                            Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                            Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                            by deleting
                            the word “Value” and inserting in lieu thereof “least of the S&P
                            Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                            

                        


                

                 

                
                  	(iv)  	
                          Form
                            of Annex. Party
                            A and Party B hereby agree that the text of Paragraphs
                            1 through 12,
                            inclusive, of this Annex is intended to be the printed
                            form of ISDA Credit
                            Support Annex (Bilateral Form - ISDA Agreements Subject
                            to New York Law
                            Only version) as published and copyrighted in 1994 by
                            the International
                            Swaps and Derivatives Association,
                            Inc.

                        


                

                 

                
                  	(v)  	
                          Events
                            of Default.
                            Paragraph 7 will not apply to cause any Event of Default
                            to exist with
                            respect to Party B except that Paragraph 7(i) will apply
                            to Party B solely
                            in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                            Support Annex. Notwithstanding anything to the contrary
                            in Paragraph 7,
                            any failure by Party A to comply with or perform any
                            obligation to be
                            complied with or performed by Party A under the Credit
                            Support Annex shall
                            only be an Event of Default if (A) a Required Ratings
                            Downgrade Event has
                            occurred and been continuing for 30 or more Local Business
                            Days and (B)
                            such failure is not remedied on or before the third Local
                            Business Day
                            after notice of such failure is given to Party
                            A.

                        


                

                 

                
                  	(vi)  	
                          Expenses.
                            Notwithstanding anything to the contrary in Paragraph
                            10, the Pledgor will
                            be responsible for, and will reimburse the Secured Party
                            for, all transfer
                            and other taxes and other costs involved in any Transfer
                            of Eligible
                            Collateral.

                        


                

                 

                
                  	(vii)  	
                          Withholding.
                            Paragraph 6(d)(ii) is hereby amended by inserting immediately
                            after “the
                            Interest Amount” in the fourth line thereof the words “less any applicable
                            withholding taxes.”

                        


                

                 

                
                  	(viii)  	
                          Notice
                            of Failure to Post Collateral. Upon
                            any failure by Party A to post collateral as required
                            under this
                            Agreement, Party B shall, no later than the next Business
                            Day after the
                            date such collateral was required to be posted, give
                            a written notice of
                            such failure to Party A and to Depositor. For the avoidance
                            of doubt,
                            notwithstanding anything in this Agreement to the contrary,
                            the failure of
                            Party B to comply with the requirements of this paragraph
                            shall not
                            constitute an Event of Default or Termination Event.
                            

                        


                

                 

                (ix)  
                  Additional
                  Definitions.
                  As used
                  in this Annex:

                 

                “Collateral
                  Event” means
                  that no Relevant Entity has credit ratings at least equal to the
                  Approved
                  Ratings Threshold.

                 

                “DV01”
                  means,
                  with respect to a Transaction and any date of determination, the
                  estimated
                  change in the Secured Party’s Transaction Exposure with respect to such
                  Transaction that would result from a one basis point change in
                  the relevant swap
                  curve on such date, as determined by the Valuation Agent in good
                  faith and in a
                  commercially reasonable manner. The Valuation Agent shall, upon
                  request of Party
                  B, provide to Party B a statement showing in reasonable detail
                  such
                  calculation.

                 

                “Exposure”
                  has the
                  meaning specified in Paragraph 12, except that after the word “Agreement” the
                  words “(assuming, for this purpose only, that Part 1(f) of the Schedule
                  is
                  deleted)” shall be inserted. 

                 

                “Local
                  Business Day”
means:
                  any day on which (A) commercial banks are open for business (including
                  dealings
                  in foreign exchange and foreign currency deposits) in New York
                  and the location
                  of Party A, Party B and any Custodian, and (B) in relation to a
                  Transfer of
                  Eligible Collateral, any day on which the clearance system agreed
                  between the
                  parties for the delivery of Eligible Collateral is open for acceptance
                  and
                  execution of settlement instructions (or in the case of a Transfer
                  of Cash or
                  other Eligible Collateral for which delivery is contemplated by
                  other means a
                  day on which commercial banks are open for business (including
                  dealings in
                  foreign exchange and foreign deposits) in New York and the location
                  of Party A,
                  Party B and any Custodian. 

                 

                “Moody’s
                  First Trigger Event” means
                  that no Relevant Entity has credit ratings from Moody’s at least equal to the
                  Moody’s First Trigger Ratings Threshold.

                 

                “Moody’s
                  First Trigger Credit Support Amount” means,
                  for any Valuation Date, the excess, if any, of

                 

                
                  	 	
                          (I)

                        	
                          (A)

                        	
                          for
                            any Valuation Date on which (I) a Moody’s First Trigger Event has occurred
                            and has been continuing (x) for at least 30 Local Business
                            Days or (y)
                            since this Annex was executed and (II) it is not the
                            case that a Moody’s
                            Second Trigger Event has occurred and been continuing
                            for at least 30
                            Local Business Days, the sum, for each Transaction to
                            which this Annex
                            relates, of an amount equal to the
                            following:

                        


                

                 

                the
                  greater of (a) zero and (b) the sum of (i) the Secured Party’s Transaction
                  Exposure for such Transaction and such Valuation Date and (ii)
                  the least of (x)
                  the product of the Moody’s First Trigger DV01 Multiplier and DV01 for such
                  Transaction and such Valuation Date, (y) the product of Moody’s First Trigger
                  Notional Amount Multiplier and the Notional Amount for such Transaction
                  for the
                  Calculation Period which includes such Valuation Date, and (z)
                  the product of
                  the applicable Moody’s First Trigger Factor set forth in Table 1 and the
                  Notional Amount for such Transaction for the Calculation Period
                  which includes
                  such Valuation Date; or 

                 

                
                  	 	
                          (B)

                        	
                          for
                            any other Valuation Date, zero,
                            over

                        


                

                 

                (II)         
                   the
                  Threshold for Party A such Valuation Date.

                 

                “Moody’s
                  First Trigger DV01 Multiplier”
                  means
                  25.

                 

                “Moody’s
                  First Trigger Value”
                  means,
                  on any date and with respect to any Eligible Collateral other than
                  Cash, the bid
                  price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
                  Valuation Percentage for such Eligible Collateral set forth in
                  Paragraph
                  13(b)(ii).

                 

                “Moody’s
                  First Trigger Notional Amount Multiplier”
                  means
                  4%.

                 

                “Moody’s
                  Second Trigger Event” means
                  that no Relevant Entity has credit ratings from Moody’s at least equal to the
                  Moody’s Second Trigger Ratings Threshold.

                 

                “Moody’s
                  Second Trigger Credit Support Amount”
                  means,
                  for any Valuation Date, the excess, if any, of

                 

                
                  	 	
                          (I)

                        	
                          (A)

                        	
                          for
                            any Valuation Date on which it is the case that a Moody’s Second Trigger
                            Event has occurred and been continuing for at least 30
                            Local Business
                            Days, the sum, for each Transaction to which this Annex
                            relates, of an
                            amount equal to the following:

                        


                

                 

                
                  	(1)  	
                          if
                            such Transaction is not a Transaction-Specific Hedge,
                            

                        


                

                 

                the
                  greatest of (a) zero, (b) the amount of the next payment due to
                  be paid by Party
                  A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
                  Exposure for such Transaction and such Valuation Date and (y) the
                  least of (i)
                  the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for such
                  Transaction and such Valuation Date, (ii) the product of the Moody’s Second
                  Trigger Notional Amount Multiplier and the Notional Amount for
                  such Transaction
                  for the Calculation Period which includes such Valuation Date,
                  and (iii) the
                  product of the applicable Moody’s Second Trigger Factor set forth in Table 2 and
                  the Notional Amount for such Transaction for the Calculation Period
                  which
                  includes such Valuation Date;
                  or

                 

                
                  	(2)  	
                          if
                            such Transaction is a Transaction-Specific Hedge,
                            

                        


                

                 

                the
                  greatest of (a) zero, (b) the amount of the next payment due to
                  be paid by Party
                  A under such Transaction, and (c) the sum of (x) the Secured Party’s Transaction
                  Exposure for such Transaction and such Valuation Date and (y) the
                  least of (i)
                  the product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                  Multiplier and DV01 for such Transaction and such Valuation Date,
                  (ii) the
                  product of the Moody’s Second Trigger Transaction-Specific Hedge Notional Amount
                  Multiplier and the Notional Amount for such Transaction for the
                  Calculation
                  Period which includes such Valuation Date, and (iii) the product
                  of the
                  applicable Moody’s Second Trigger Factor set forth in Table 3 and the Notional
                  Amount for such Transaction for the Calculation Period which includes
                  such
                  Valuation Date; or 

                 

                
                  	 	
                          (B)

                        	
                          for
                            any other Valuation Date, zero,
                            over

                        


                

                 

                (II)         
                   the
                  Threshold for Party A for such Valuation Date.

                 

                “Moody’s
                  Second Trigger DV01 Multiplier”
                  means
                  60.

                 

                “Moody’s
                  Second Trigger Transaction-Specific Hedge DV01
                  Multiplier”
                  means
                  75.

                 

                “Moody’s
                  Second Trigger Transaction-Specific Hedge Notional Amount
                  Multiplier”
                  means
                  11%.

                 

                “Moody’s
                  Second Trigger Value”
                  means,
                  on any date and with respect to any Eligible Collateral other than
                  Cash, the bid
                  price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
                  Valuation Percentage for such Eligible Collateral set forth in
                  Paragraph
                  13(b)(ii).

                 

                “Moody’s
                  Second Trigger Notional Amount Multiplier”
                  means
                  9%.

                 

                “Pricing
                  Sources”
                  means
                  the sources of financial information commonly known as Bloomberg,
                  Bridge
                  Information Services, Data Resources Inc., Interactive Data Services,
                  International Securities Market Association, Merrill Lynch Securities
                  Pricing
                  Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
                  JJ Kenny,
                  S&P and Telerate.

                 

                “S&P
                  Credit Support Amount”
                  means,
                  for any Valuation Date, the excess, if any, of

                 

                
                  	 	
                          (I)

                        	
                          (A)
                            

                        	
                          for
                            any Valuation Date on which (i)
                            a S&P Rating Threshold Event has occurred and been continuing
                            for at
                            least 30 days, or (ii) a S&P Required Ratings Downgrade Event has
                            occurred and is continuing, an amount equal to the sum
                            of (1)
                            100.0% of the Secured Party’s Transaction Exposure for such Valuation Date
                            and (2) the product of the Volatility Buffer for such
                            Transaction and the
                            Notional Amount of such Transaction for the Calculation
                            Period of such
                            Transaction which includes such Valuation Date, or
                            

                        


                

                 

                
                  	 	
                          (B)

                        	
                          for
                            any other Valuation Date, zero,
                            over

                        


                

                 

                (II)        
                   the
                  Threshold for Party A for such Valuation Date.

                 

                “S&P
                  Rating Threshold Event”
                  means,
                  on any date, no Relevant Entity has credit ratings from S&P which equal or
                  exceed the S&P Approved Ratings Threshold.

                 

                “S&P
                  Value”
                  means,
                  on any date and with respect to any Eligible Collateral other than
                  Cash, the
                  product of (A) the bid price obtained by the Valuation Agent for
                  such Eligible
                  Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
                  set forth in paragraph 13(b)(ii).

                 

                “Swap
                  Provider Trigger Event”
                  means:
                  (A) an Event of Default with respect to which Party A is a Defaulting
                  Party, (B)
                  a Termination Event with respect to which Party A is the sole Affected
                  Party or
                  (C) an Additional Termination Event with respect to which Party
                  A is the sole
                  Affected Party.

                 

                “Transaction
                  Exposure”
                  means,
                  for any Transaction, Exposure determined as if such Transaction
                  were the only
                  Transaction between the Secured Party and the Pledgor.

                 

                “Transaction-Specific
                  Hedge” means
                  any
                  Transaction that is an interest rate cap, interest rate floor or
                  interest rate
                  swaption, or an interest rate swap if (x) the notional amount of
                  the interest
                  rate swap is “balance guaranteed” or (y) the notional amount of the interest
                  rate swap for any Calculation Period otherwise is not a specific
                  dollar amount
                  that is fixed at the inception of the Transaction.

                 

                “Valuation
                  Percentage”
                  shall
                  mean, for purposes of determining the S&P Value, Moody’s First Trigger
                  Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
                  or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
                  Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
                  such Eligible Collateral or Posted Collateral, respectively, in
                  each case as set
                  forth in Paragraph 13(b)(ii).

                 

                “Value”
                  shall
                  mean, in respect of any date, the related S&P Value, the related Moody’s
                  First Trigger Value, and the related Moody’s Second Trigger Value.

                 

                “Volatility
                  Buffer”
                  means,
                  for any Transaction, the related percentage set forth in the following
                  table.


                 

                
                  	
                          The
                            higher of the S&P short-term credit rating of (i) Party A and (ii) the
                            Credit Support Provider of Party A, if applicable

                        	
                          Remaining
                            Weighted Average Maturity 

                          up
                            to 3 years

                        	
                          Remaining
                            Weighted Average Maturity

                          up
                            to 5 years

                        	
                          Remaining
                            Weighted Average Maturity

                          up
                            to 10 years

                        	
                          Remaining
                            Weighted Average Maturity

                          up
                            to 30 years

                        
	
                          At
                            least “A-2”

                        	
                          2.75%

                        	
                          3.25%

                        	
                          4.00%

                        	
                          4.75%

                        
	
                          “A-3”

                        	
                          3.25%

                        	
                          4.00%

                        	
                          5.00%

                        	
                          6.25%

                        
	
                          “BB+”
                            or
                            lower

                        	
                          3.50%

                        	
                          4.50%

                        	
                          6.75%

                        	
                          7.50%

                        


                

                


                 

                 

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                Table
                  1

                 

                Moody's
                  First Trigger Factor

                 

                
                  	
                          Remaining

                          Weighted
                            Average Life 

                          of
                            Hedge in Years

                        	
                          Weekly

                          Collateral

                          Posting

                        
	
                          1
                            or less

                        	
                          0.25%

                        
	
                          More
                            than 1 but not more than 2

                        	
                          0.50%

                        
	
                          More
                            than 2 but not more than 3

                        	
                          0.70%

                        
	
                          More
                            than 3 but not more than 4

                        	
                          1.00%

                        
	
                          More
                            than 4 but not more than 5

                        	
                          1.20%

                        
	
                          More
                            than 5 but not more than 6

                        	
                          1.40%

                        
	
                          More
                            than 6 but not more than 7

                        	
                          1.60%

                        
	
                          More
                            than 7 but not more than 8

                        	
                          1.80%

                        
	
                          More
                            than 8 but not more than 9

                        	
                          2.00%

                        
	
                          More
                            than 9 but not more than 10

                        	
                          2.20%

                        
	
                          More
                            than 10 but not more than 11

                        	
                          2.30%

                        
	
                          More
                            than 11 but not more than 12

                        	
                          2.50%

                        
	
                          More
                            than 12 but not more than 13

                        	
                          2.70%

                        
	
                          More
                            than 13 but not more than 14

                        	
                          2.80%

                        
	
                          More
                            than 14 but not more than 15

                        	
                          3.00%

                        
	
                          More
                            than 15 but not more than 16

                        	
                          3.20%

                        
	
                          More
                            than 16 but not more than 17

                        	
                          3.30%

                        
	
                          More
                            than 17 but not more than 18

                        	
                          3.50%

                        
	
                          More
                            than 18 but not more than 19

                        	
                          3.60%

                        
	
                          More
                            than 19 but not more than 20

                        	
                          3.70%

                        
	
                          More
                            than 20 but not more than 21

                        	
                          3.90%

                        
	
                          More
                            than 21 but not more than 22

                        	
                          4.00%

                        
	
                          More
                            than 22 but not more than 23

                        	
                          4.00%

                        
	
                          More
                            than 23 but not more than 24

                        	
                          4.00%

                        
	
                          More
                            than 24 but not more than 25

                        	
                          4.00%

                        
	
                          More
                            than 25 but not more than 26

                        	
                          4.00%

                        
	
                          More
                            than 26 but not more than 27

                        	
                          4.00%

                        
	
                          More
                            than 27 but not more than 28

                        	
                          4.00%

                        
	
                          More
                            than 28 but not more than 29

                        	
                          4.00%

                        
	
                          More
                            than 29

                        	
                          4.00%

                        


                

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                Table
                  2

                 

                Moody's
                  Second Trigger FActor for Interest Rate Swaps with Fixed Notional
                  Amounts

                 

                
                  	
                          Remaining

                          Weighted
                            Average Life 

                          of
                            Hedge in Years

                        	
                          Weekly

                          Collateral
                            

                          Posting

                        
	
                          1
                            or less

                        	
                          0.60%

                        
	
                          More
                            than 1 but not more than 2

                        	
                          1.20%

                        
	
                          More
                            than 2 but not more than 3

                        	
                          1.70%

                        
	
                          More
                            than 3 but not more than 4

                        	
                          2.30%

                        
	
                          More
                            than 4 but not more than 5

                        	
                          2.80%

                        
	
                          More
                            than 5 but not more than 6

                        	
                          3.30%

                        
	
                          More
                            than 6 but not more than 7

                        	
                          3.80%

                        
	
                          More
                            than 7 but not more than 8

                        	
                          4.30%

                        
	
                          More
                            than 8 but not more than 9

                        	
                          4.80%

                        
	
                          More
                            than 9 but not more than 10

                        	
                          5.30%

                        
	
                          More
                            than 10 but not more than 11

                        	
                          5.60%

                        
	
                          More
                            than 11 but not more than 12

                        	
                          6.00%

                        
	
                          More
                            than 12 but not more than 13

                        	
                          6.40%

                        
	
                          More
                            than 13 but not more than 14

                        	
                          6.80%

                        
	
                          More
                            than 14 but not more than 15

                        	
                          7.20%

                        
	
                          More
                            than 15 but not more than 16

                        	
                          7.60%

                        
	
                          More
                            than 16 but not more than 17

                        	
                          7.90%

                        
	
                          More
                            than 17 but not more than 18

                        	
                          8.30%

                        
	
                          More
                            than 18 but not more than 19

                        	
                          8.60%

                        
	
                          More
                            than 19 but not more than 20

                        	
                          9.00%

                        
	
                          More
                            than 20 but not more than 21

                        	
                          9.00%

                        
	
                          More
                            than 21 but not more than 22

                        	
                          9.00%

                        
	
                          More
                            than 22 but not more than 23

                        	
                          9.00%

                        
	
                          More
                            than 23 but not more than 24

                        	
                          9.00%

                        
	
                          More
                            than 24 but not more than 25

                        	
                          9.00%

                        
	
                          More
                            than 25 but not more than 26

                        	
                          9.00%

                        
	
                          More
                            than 26 but not more than 27

                        	
                          9.00%

                        
	
                          More
                            than 27 but not more than 28

                        	
                          9.00%

                        
	
                          More
                            than 28 but not more than 29

                        	
                          9.00%

                        
	
                          More
                            than 29

                        	
                          9.00%

                        


                

                


                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                Table
                  3

                 

                Moody's
                  Second Trigger Factor for Transaction Specific Hedges

                 

                 

                
                  	
                          Remaining

                          Weighted
                            Average Life 

                          of
                            Hedge in Years

                        	
                          Weekly

                          Collateral

                          Posting

                        
	
                          1
                            or less

                        	
                          0.75%

                        
	
                          More
                            than 1 but not more than 2

                        	
                          1.50%

                        
	
                          More
                            than 2 but not more than 3

                        	
                          2.20%

                        
	
                          More
                            than 3 but not more than 4

                        	
                          2.90%

                        
	
                          More
                            than 4 but not more than 5

                        	
                          3.60%

                        
	
                          More
                            than 5 but not more than 6

                        	
                          4.20%

                        
	
                          More
                            than 6 but not more than 7

                        	
                          4.80%

                        
	
                          More
                            than 7 but not more than 8

                        	
                          5.40%

                        
	
                          More
                            than 8 but not more than 9

                        	
                          6.00%

                        
	
                          More
                            than 9 but not more than 10

                        	
                          6.60%

                        
	
                          More
                            than 10 but not more than 11

                        	
                          7.00%

                        
	
                          More
                            than 11 but not more than 12

                        	
                          7.50%

                        
	
                          More
                            than 12 but not more than 13

                        	
                          8.00%

                        
	
                          More
                            than 13 but not more than 14

                        	
                          8.50%

                        
	
                          More
                            than 14 but not more than 15

                        	
                          9.00%

                        
	
                          More
                            than 15 but not more than 16

                        	
                          9.50%

                        
	
                          More
                            than 16 but not more than 17

                        	
                          9.90%

                        
	
                          More
                            than 17 but not more than 18

                        	
                          10.40%

                        
	
                          More
                            than 18 but not more than 19

                        	
                          10.80%

                        
	
                          More
                            than 19 but not more than 20

                        	
                          11.00%

                        
	
                          More
                            than 20 but not more than 21

                        	
                          11.00%

                        
	
                          More
                            than 21 but not more than 22

                        	
                          11.00%

                        
	
                          More
                            than 22 but not more than 23

                        	
                          11.00%

                        
	
                          More
                            than 23 but not more than 24

                        	
                          11.00%

                        
	
                          More
                            than 24 but not more than 25

                        	
                          11.00%

                        
	
                          More
                            than 25 but not more than 26

                        	
                          11.00%

                        
	
                          More
                            than 26 but not more than 27

                        	
                          11.00%

                        
	
                          More
                            than 27 but not more than 28

                        	
                          11.00%

                        
	
                          More
                            than 28 but not more than 29

                        	
                          11.00%

                        
	
                          More
                            than 29

                        	
                          11.00%

                        


                

                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                IN
                  WITNESS WHEREOF, the parties have executed this Annex by their
                  duly authorized
                  representatives as of the date of the Agreement.

                 

                
                  	
                          Swiss
                            Re Financial Products Corporation

                        	
                          Wells
                            Fargo Bank, N.A. not in its individual capacity but solely
                            as Supplemental
                            Interest Trust Trustee on behalf of the Supplemental
                            Interest Trust with
                            respect to the MASTR Asset Backed Securities Trust 2006-HE4,
                            Mortgage Pass
                            Through Certificates, Series 2006-HE4 

                           

                        
	
                          By: _____________________________

                          Name:
                            

                          Title:
                            

                          Date:
                            

                        	
                          
                            By: _____________________________

                            Name:
                              

                            Title:
                              

                            Date:
                              

                          

                        


                

                


              

              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Exhibit
                A

              


              Form
                of Parental Guarantee

              


              
                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              


              Exhibit
                B

              


              Form
                of Parental Guarantee Opinion

              


              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                N

               

              FORM
                OF
                SWAP ADMINISTRATION AGREEMENT

               

              

                SWAP
                  ADMINISTRATION AGREEMENT

                 

                This
                  Swap
                  Administration Agreement, dated as of November 30, 2006 (this “Agreement”),
                  among Wells Fargo Bank, N.A. (“Wells Fargo”), as swap administrator (“Swap
                  Administrator”) and Wells Fargo as trust administrator and supplemental interest
                  trust trustee (in such capacity, the “Trust Administrator” and “Supplemental
                  Interest Trust Trustee”) under the Pooling and Servicing Agreement, as
                  hereinafter defined (in such capacity, the “Trustee”), and UBS Real Estate
                  Securities Inc (“UBSRES”).

                 

                WHEREAS,
                  the Trust Administrator, on behalf of the holders of the MASTR
                  Asset-Backed
                  Securities Trust 2006-HE4, Mortgage Pass-Through Certificates,
                  is counterparty
                  to an Interest Rate Swap Agreement (the “Swap Agreement”), a copy of which is
                  attached hereto as Exhibit A, between the Supplemental Interest
                  Trust Trustee
                  and Swiss Re Financial Products Corporation;
                  and

                 

                WHEREAS,
                  it is desirable to irrevocably appoint the Swap Administrator,
                  and the Swap
                  Administrator desires to accept such appointment, to receive and
                  distribute
                  funds payable by Swiss Re Financial Products Corporation under
                  the Swap
                  Agreement as provided herein; 

                 

                NOW,
                  THEREFORE, in consideration of the mutual covenants contained herein,
                  and for
                  other good and valuable consideration, the receipt and adequacy
                  of which are
                  hereby acknowledged, the parties agree as follows: 

                 

                1.     
                    Definitions.
                  Capitalized terms used but not otherwise defined herein shall have
                  the
                  respective meanings assigned thereto in the Pooling and Servicing
                  Agreement,
                  dated as of November 1, 2006 (the “Pooling and Servicing Agreement”), among
                  Mortgage Asset Securitization Transactions, Inc., as depositor, Wells
                  Fargo
                  Bank, N.A. as master servicer, trust administrator and custodian,
                  Wells Fargo
                  Bank, N.A. and Barclays Capital Real Estate Inc. d/b/a HomEq Servicing
                  as
                  servicers and the Trustee, relating to the MASTR Asset-Backed Securities
                  Trust
                  2006-HE4, Mortgage Pass-Through Certificates (the “Certificates”), or in the
                  related Indenture, as the case may be, as in effect on the date
                  hereof.


                 

                2. 
                           Swap
                  Administrator.
                  

                 

                (a)  
                    The
                  Swap
                  Administrator is hereby irrevocably appointed to receive all funds
                  paid to the
                  Supplemental Interest Trust Trustee by Swiss Re Financial Products
                  Corporation,
                  or its successors in interest (the “Swap Provider”) under the Swap Agreement
                  (including any Swap Termination Payment) and the Swap Administrator
                  hereby
                  accepts such appointment and hereby agrees to receive such amounts
                  from the
                  Supplemental Interest Trust Trustee and to distribute on each Distribution
                  Date
                  such amounts in the following order of priority:

                 

                (i)  first,
                  to
                  the Trust Administrator for deposit into the Swap Account, an amount
                  equal to
                  the sum of the following amounts remaining outstanding after distribution
                  of the
                  Net Monthly Excess Cashflow: (A) Unpaid Interest Shortfall Amounts,
                  (B) Net WAC
                  Rate Carryover Amounts; (C) an
                  amount
                  necessary to maintain or restore the Overcollateralization Target
                  Amount;
                  and
                  (D) any
                  Allocated Realized Loss Amounts;

                 

                (ii)  second,
                  to UBSRES, any amounts remaining after payment of (i) above, provided,
                  however,
                  upon the
                  issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
                  Class CE Certificates and the Class P Certificates (the “NIM Notes”), UBSRES
                  hereby instructs the Swap Administrator to make any payments under
                  this clause
                  2(a)(ii) in the following order of priority:

                 

                (A)  to
                  the
                  Indenture Trustee for the Trust, for deposit into the Note Account
                  (each as to
                  defined in the related Indenture), and until satisfaction and discharge
                  of the
                  Indenture, the Floating Amount (as defined in Annex I); and

                 

                (B)  concurrently,
                  to the Holders of the Class CE Certificates, pro
                  rata
                  based on
                  the outstanding Notional Amount of each such Certificate; provided,
                  however,
                  that any Swap Termination Payment received by the Swap Administrator
                  shall not
                  be payable to the Holders of the Class CE Certificates pursuant
                  to this clause
                  (ii)(B) without the prior written consent of the NIMS Insurer,
                  if any and the
                  Rating Agencies.

                 

                (b)  
                    The
                  Swap
                  Administrator agrees to hold any amounts received from the Supplemental
                  Interest
                  Trust Trustee in trust upon the terms and conditions and for the
                  exclusive use
                  and benefit of the Trustee, the Trust Administrator and the Indenture
                  Trustee,
                  as applicable (in turn for the benefit of the Certificateholders,
                  the
                  Noteholders and the NIMS Insurer, if any) as set forth herein.
                  The rights,
                  duties and liabilities of the Swap Administrator in respect of
                  this Agreement
                  shall be as follows:

                 

                (i) The
                  Swap
                  Administrator shall have the full power and authority to do all
                  things not
                  inconsistent with the provisions of this Agreement that it may
                  deem advisable in
                  order to enforce the provisions hereof. The Swap Administrator
                  shall not be
                  answerable or accountable except for its own bad faith, willful
                  misconduct or
                  negligence. The Swap Administrator shall not be required to take
                  any action to
                  exercise or enforce any of its rights or powers hereunder which,
                  in the opinion
                  of the Swap Administrator, shall be likely to involve expense or
                  liability to
                  the Swap Administrator, unless the Swap Administrator shall have
                  received an
                  agreement satisfactory to it in its sole discretion to indemnify
                  it against such
                  liability and expense.

                 

                (ii) The
                  Swap
                  Administrator shall not be liable with respect to any action taken
                  or omitted to
                  be taken by it in good faith in accordance with the direction of
                  any party
                  hereto or the NIMS Insurer, if any, or otherwise as provided herein,
                  relating to
                  the time, method and place of conducting any proceeding for any
                  remedy available
                  to the Swap Administrator or exercising any right or power conferred
                  upon the
                  Swap Administrator under this Agreement.

                 

                (iii) The
                  Swap
                  Administrator may perform any duties hereunder either directly
                  or by or through
                  agents or attorneys of the Swap Administrator. The Swap Administrator
                  shall not
                  be liable for the acts or omissions of its agents or attorneys
                  so long as the
                  Swap Administrator chose such Persons with due care.

                 

                3.  
                        Swap
                  Administration Account.
                  The
                  Swap Administrator shall segregate and hold all funds received
                  from the
                  Supplemental Interest Trust Trustee (including any Swap Termination
                  Payment)
                  separate and apart from any of its own funds and general assets
                  and shall
                  establish and maintain in the name of the Swap Administrator one
                  or more
                  segregated accounts (such account or accounts, the “Swap Account”), held in
                  trust for the benefit of the Trustee, the Trust Administrator,
                  the Indenture
                  Trustee and the parties to this Agreement. All amounts on deposit
                  in the Swap
                  Account shall remain uninvested unless the Swap Administrator receives
                  instructions to the contrary from any party hereto, with the consent
                  of the NIMS
                  Insurer, if any. The Swap Administrator hereby agrees that it holds
                  and shall
                  hold the Swap Account and all amounts deposited therein in trust
                  for the
                  exclusive use and benefit of the Trustee, the Trust Administrator
                  and the
                  Indenture Trustee as their interests may appear.

                 

                4.   
                         [Reserved].
                  

                 

                5.    
                      Representations
                  and Warranties of Wells Fargo.
                  Wells
                  Fargo represents and warrants as follows:

                 

                (a)    
                    Wells
                  Fargo is duly organized and validly existing as a national banking
                  association
                  under the laws of the United States and has all requisite power
                  and authority to
                  execute and deliver this Agreement, to perform its obligations
                  as Swap
                  Administrator hereunder.

                 

                (b)    
                    The
                  execution, delivery and performance of this Agreement by Wells
                  Fargo as Trust
                  Administrator have been duly authorized in the Pooling and Servicing
                  Agreement.

                 

                (c)    
                    This
                  Agreement has been duly executed and delivered by Wells Fargo as
                  Swap
                  Administrator, Trust Administrator and Supplemental Interest Trust
                  Trustee and
                  is enforceable against Wells Fargo in such capacities in accordance
                  with its
                  terms, except as enforceability may be affected by bankruptcy,
                  insolvency,
                  fraudulent conveyance, reorganization, moratorium and other similar
                  laws
                  relating to or affecting creditors’ rights generally, general equitable
                  principles (whether considered in a proceeding in equity or at
                  law).

                 

                6.    
                        Replacement
                  of Swap Administrator.

                 

                Any
                  corporation, bank, trust company or association into which the
                  Swap
                  Administrator may be merged or converted or with which it may be
                  consolidated,
                  or any corporation, bank, trust company or association resulting
                  from any
                  merger, conversion or consolidation to which the Swap Administrator
                  shall be a
                  party, or any corporation, bank, trust company or association succeeding
                  to all
                  or substantially all the corporate trust business of the Swap Administrator,
                  shall be the successor of the Swap Administrator hereunder, without
                  the
                  execution or filing of any paper or any further act on the part
                  of any of the
                  parties hereto, except to the extent that assumption of its duties
                  and
                  obligations, as such, is not effected by operation of law.

                 

                No
                  resignation or removal of the Swap Administrator and no appointment
                  of a
                  successor Swap Administrator shall become effective until the appointment
                  by
                  UBSRES of a successor swap administrator acceptable to the NIMS
                  Insurer, if any.
                  Any successor swap administrator shall execute such documents or
                  instruments
                  necessary or appropriate to vest in and confirm to such successor
                  swap
                  administrator all such rights and powers conferred by this
                  Agreement.

                 

                The
                  Swap
                  Administrator may resign at any time by giving written notice thereof
                  to the
                  other parties hereto with a copy to the NIMS Insurer, if any. If
                  a successor
                  swap administrator shall not have accepted the appointment hereunder
                  within 30
                  days after the giving by the resigning Swap Administrator of such
                  notice of
                  resignation, the resigning Swap Administrator may petition any
                  court of
                  competent jurisdiction for the appointment of a successor swap
                  administrator
                  acceptable to the NIMS Insurer, if any.

                 

                In
                  the
                  event of a resignation or removal of the Swap Administrator, UBSRES
                  shall
                  promptly appoint a successor Swap Administrator acceptable to the
                  NIMS Insurer,
                  if any. If no such appointment has been made within 10 days of
                  the resignation
                  or removal, the NIMS Insurer, if any, may appoint a successor Swap
                  Administrator.

                 

                7.         
                  Trust
                  Administrator Obligations.

                 

                Whenever
                  the Supplemental Interest Trust Trustee, as a party to the Swap
                  Agreement, has
                  the option or is requested in such capacity, whether such request
                  is by the
                  counterparty to such agreement, to take any action or to give any
                  consent,
                  approval or waiver that it is entitled to take or give in such
                  capacity,
                  including, without limitation, in connection with an amendment
                  of such agreement
                  or the occurrence of a default or termination event thereunder,
                  the Supplemental
                  Interest Trust Trustee shall promptly notify the parties hereto
                  and the NIMS
                  Insurer, if any, of such request in such detail as is available
                  to it and,
                  shall, on behalf of the parties hereto and the NIMS Insurer, if
                  any, take such
                  action in connection with the exercise and/or enforcement of any
                  rights and/or
                  remedies available to it in such capacity with respect to such
                  request as the
                  NIMS Insurer, if any, shall direct in writing; provided that if
                  no such
                  direction is received prior to the date that is established for
                  taking such
                  action or giving such consent, approval or waiver (notice of which
                  date shall be
                  given by the Supplemental Interest Trust Trustee to the parties
                  hereto and the
                  NIMS Insurer, if any), the Supplemental Interest Trust Trustee
                  may abstain from
                  taking such action or giving such consent, approval or waiver.

                 

                The
                  Supplemental Interest Trust Trustee shall forward to the parties
                  hereto and the
                  NIMS Insurer, if any, on the Payment Date following its receipt
                  thereof copies
                  of any and all notices, statements, reports and/or other material
                  communications
                  and information (collectively, the “Swap Reports”) that it receives in
                  connection with the Swap Agreement or from the counterparty
                  thereto.

                 

                8.          Miscellaneous.
                  

                 

                (a)   
                    This
                  Agreement shall be governed by and construed in accordance with
                  the laws of the
                  State of New York.

                 

                (b)  
                    Any
                  action or proceeding against any of the parties hereto relating
                  in any way to
                  this Agreement may be brought and enforced in the courts of the
                  State of New
                  York sitting in the borough of Manhattan or of the United States
                  District Court
                  for the Southern District of New York and the Swap Administrator
                  irrevocably
                  submits to the jurisdiction of each such court in respect of any
                  such action or
                  proceeding. The Swap Administrator waives, to the fullest extent
                  permitted by
                  law, any right to remove any such action or proceeding by reason
                  of improper
                  venue or inconvenient forum.

                 

                (c)  
                    This
                  Agreement may be amended, supplemented or modified in writing by
                  the parties
                  hereto, but only with the consent of the NIMS Insurer, if any.

                 

                (d) 
                    This
                  Agreement may not be assigned or transferred without the prior
                  written consent
                  of the NIMS Insurer, if any; provided, however, the parties hereto
                  acknowledge
                  and agree to the assignment of the rights of UBSRES as provided
                  under this
                  Agreement pursuant to the Sale Agreement, the Trust Agreement and
                  the
                  Indenture.

                 

                (e) 
                    This
                  Agreement may be executed by one or more of the parties to this
                  Agreement on any
                  number of separate counterparts (including by facsimile transmission),
                  and all
                  such counterparts taken together shall be deemed to constitute
                  one and the same
                  instrument.

                 

                (f)  
                    Any
                  provision of this Agreement which is prohibited or unenforceable
                  in any
                  jurisdiction shall, as to such jurisdiction, be ineffective to
                  the extent of
                  such prohibition or unenforceability without invalidating the remaining
                  provisions hereof, and any such prohibition or unenforceability
                  in any
                  jurisdiction shall not invalidate or render unenforceable such
                  provision in any
                  other jurisdiction.

                 

                (g)  The
                  representations and warranties made by the parties to this Agreement
                  shall
                  survive the execution and delivery of this Agreement. No act or
                  omission on the
                  part of any party hereto shall constitute a waiver of any such
                  representation or
                  warranty.

                 

                (h)   The
                  article and section headings herein are for convenience of reference
                  only, and
                  shall not limit or otherwise affect the meaning hereof.

                 

                (i)    The
                  representations and warranties made by the parties to this Agreement
                  shall
                  survive the execution and delivery of this Agreement. No act or
                  omission on the
                  part of any party hereto shall constitute a waiver of any such
                  representation or
                  warranty.

                 

                9.  
                    Third-Party
                  Beneficiary.
                  Each of
                  the Note Insurer, the Backup Note Insurer and the Indenture Trustee,
                  if any,
                  shall be deemed a third-party beneficiary of this Agreement to
                  the same extent
                  as if it were a party hereto, and shall have the right to enforce
                  the provisions
                  of this Agreement.

                 

                10.   Swap
                  Administrator and Trust Administrator Rights.
                  The
                  Swap Administrator shall be entitled to the same rights, protections
                  and
                  indemnities afforded to the Trust Administrator under the Pooling
                  and Servicing
                  Agreement and the Indenture Trustee under the Indenture, in each
                  case, as if
                  specifically set forth herein with respect to the Swap
                  Administrator.

                 

                The
                  Trust
                  Administrator and the Supplemental Interest Trust Trustee shall
                  be entitled to
                  the same rights, protections and indemnities afforded to the Trust
                  Administrator
                  under the Pooling and Servicing Agreement as if specifically set
                  forth herein
                  with respect to the Trust Administrator.

                 

                11.  Limited
                  Recourse.
                  It is
                  expressly understood and agreed by the parties hereto that this
                  Agreement is
                  executed and delivered by the Trust Administrator, not in its individual
                  capacity but solely as trust administrator under the Pooling and
                  Servicing
                  Agreement. Notwithstanding any other provisions of this Agreement,
                  the
                  obligations of the Trust Administrator under this Agreement are
                  non-recourse to
                  the Trust Administrator, its assets and its property, and shall
                  be payable
                  solely from the assets of the Trust Fund, and following realization
                  of such
                  assets, any claims of any party hereto shall be extinguished and
                  shall not
                  thereafter be reinstated. No recourse shall be had against any
                  principal,
                  director, officer, employee, beneficiary, shareholder, partner,
                  member, trustee,
                  agent or affiliate of the Trust Administrator or any person owning,
                  directly or
                  indirectly, any legal or beneficial interest in the Trust Administrator,
                  or any
                  successors or assigns of any of the foregoing (the “Exculpated Parties”) for the
                  payment of any amount payable under this Agreement. The parties
                  hereto shall not
                  enforce the liability and obligations of the Trust Administrator
                  to perform and
                  observe the obligations contained in this Agreement by any action
                  or proceeding
                  wherein a money judgment establishing any personal liability shall
                  be sought
                  against the Trust Administrator, subject to the following sentence,
                  or the
                  Exculpated Parties. The agreements in this paragraph shall survive
                  termination
                  of this Agreement and the performance of all obligations hereunder.

                 


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                IN
                  WITNESS WHEREOF, the parties have caused this Agreement to be duly
                  executed and
                  delivered as of the day and year first above written. 

                 

                
                  	 	 	 
	 	
                          WELLS
                            FARGO BANK, N.A.

                          as
                            Swap Administrator

                        
	 
 	 
 	 
 
	 	By:  	 
	 	
                          Name: 

                        	
                          

                        
	 	
                          Title: 

                        	 


                

                 

                
                  	 	 	 
	 	
                          WELLS
                            FARGO BANK, N.A.

                          not
                            in its individual capacity but solely as Trust Administrator
                            and
                            Supplemental Interest Trust Trustee under the Pooling
                            and Servicing
                            Agreement 

                        
	 
 	 
 	 
 
	 	By:  	
                        
	 	
                          Name: 

                        	
                          

                        
	 	
                          Title: 

                        	Title 


                

                 

                
                  	 	 	 
	 	
                          
                            UBS
                              REAL ESTATE SECURITIES INC.

                          

                        
	 
 	 
 	 
 
	 	By:  	
                        
	 	
                          Name: 

                        	
                          

                        
	 	
                          Title: 

                        	Title 


                

                 

                
                  	 	 	 
	 	By:  	
                        
	 	
                        	
                          

                          Name: 

                        
	 	
                        	
                          Title: 

                        


                

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                    
                    

                  

                



                EXHIBIT
                  A

                 

                SWAP
                  AGREEMENT

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 


                ANNEX
                  I

                


                The
                  amounts paid under clause 2(a)(ii) of the Swap Administration Agreement
                  shall be
                  calculated as follows:

                


                
                  	
                          Floating
                            Amount:

                        	 
	 	 
	
                          Floating
                            Rate Payer:

                        	
                          Swiss
                            Re Financial Products Corporation

                        
	 	 
	
                          Cap
                            Rate:

                        	
                          15.00%

                        
	 	 
	
                          Floating
                            Amount

                        	
                          To
                            be determined in accordance with the following formula:

                           

                          The
                            product of: (i) 250; (ii) the Cap Rate, (iii) the Notional
                            Amount; and
                            (iv) the Floating Rate Day Count Fraction;

                           

                          provided,
                            however,
                            the Swap Administrator will only be obligated to pay
                            the Floating Amount
                            up to the amount remaining after payments are made under
                            clause 2(a)(i) of
                            the Swap Administration Agreement.

                           

                          The
                            Floating Amount shall be paid to the Indenture Trustee
                            for payment in
                            accordance with Section 2.09(e) of the Indenture.

                        
	 	 
	
                          Floating
                            Rate Day Count Fraction:

                        	
                          Actual/360.

                        
	 	 
	
                          Notional
                            Amount:

                        	
                          The
                            amount set forth for such period in the Amortization
                            Schedule
                            A.

                        


                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                


                SCHEDULE
                  A TO ANNEX I

                


                INTEREST
                  RATE SWAP SCHEDULE

                 

                
                  	
                          Distribution
                            Date

                        	 	
                          Base
                            Calculation Amount

                        
	
                          December
                            25, 2006

                        	 	
                          $
                            2,402,552 

                        
	
                          January
                            25, 2007

                        	 	
                          $
                            2,373,972 

                        
	
                          February
                            25, 2007

                        	 	
                          $
                            2,337,596 

                        
	
                          March
                            25, 2007

                        	 	
                          $
                            2,293,444 

                        
	
                          April
                            25, 2007

                        	 	
                          $
                            2,241,604 

                        
	
                          May
                            25, 2007

                        	 	
                          $
                            2,182,232 

                        
	
                          June
                            25, 2007

                        	 	
                          $
                            2,115,572 

                        
	
                          July
                            25, 2007

                        	 	
                          $
                            2,041,932 

                        
	
                          August
                            25, 2007

                        	 	
                          $
                            1,961,716 

                        
	
                          September
                            25, 2007

                        	 	
                          $
                            1,875,412 

                        
	
                          October
                            25, 2007

                        	 	
                          $
                            1,789,052 

                        
	
                          November
                            25, 2007

                        	 	
                          $
                            1,706,720 

                        
	
                          December
                            25, 2007

                        	 	
                          $
                            1,628,228 

                        
	
                          January
                            25, 2008

                        	 	
                          $
                            1,553,396 

                        
	
                          February
                            25, 2008

                        	 	
                          $
                            1,482,048 

                        
	
                          March
                            25, 2008

                        	 	
                          $
                            1,414,024 

                        
	
                          April
                            25, 2008

                        	 	
                          $
                            1,349,168 

                        
	
                          May
                            25, 2008

                        	 	
                          $
                            1,287,328 

                        
	
                          June
                            25, 2008

                        	 	
                          $
                            1,228,364 

                        
	
                          July
                            25, 2008

                        	 	
                          $
                            1,172,136 

                        
	
                          August
                            25, 2008

                        	 	
                          $
                            1,100,220 

                        
	
                          September
                            25, 2008

                        	 	
                          $
                            1,016,300 

                        
	
                          October
                            25, 2008

                        	 	
                          $
                            940,076 

                        
	
                          November
                            25, 2008

                        	 	
                          $
                            870,772 

                        
	
                          December
                            25, 2008

                        	 	
                          $
                            807,648 

                        
	
                          January
                            25, 2009

                        	 	
                          $
                            758,392 

                        
	
                          February
                            25, 2009

                        	 	
                          $
                            720,636 

                        
	
                          March
                            25, 2009

                        	 	
                          $
                            684,836 

                        
	
                          April
                            25, 2009

                        	 	
                          $
                            650,896 

                        
	
                          May
                            25, 2009

                        	 	
                          $
                            618,720 

                        
	
                          June
                            25, 2009

                        	 	
                          $
                            588,200 

                        
	
                          July
                            25, 2009

                        	 	
                          $
                            559,172 

                        
	
                          August
                            25, 2009

                        	 	
                          $
                            526,348 

                        
	
                          September
                            25, 2009

                        	 	
                          $
                            491,656 

                        
	
                          October
                            25, 2009

                        	 	
                          $
                            459,720 

                        
	
                          November
                            25, 2009

                        	 	
                          $
                            430,272 

                        
	
                          December
                            25, 2009

                        	 	
                          $
                            403,120 

                        
	
                          January
                            25, 2010

                        	 	
                          $
                            380,420 

                        
	
                          February
                            25, 2010

                        	 	
                          $
                            361,060 

                        
	
                          March
                            25, 2010

                        	 	
                          $
                            342,744 

                        
	
                          April
                            25, 2010

                        	 	
                          $
                            325,408 

                        
	
                          May
                            25, 2010

                        	 	
                          $
                            309,004 

                        
	
                          June
                            25, 2010

                        	 	
                          $
                            293,476 

                        
	
                          July
                            25, 2010

                        	 	
                          $
                            278,772 

                        
	
                          August
                            25, 2010

                        	 	
                          $
                            264,844 

                        
	
                          September
                            25, 2010

                        	 	
                          $
                            251,660 

                        
	
                          October
                            25, 2010

                        	 	
                          $
                            239,168 

                        
	
                          November
                            25, 2010

                        	 	
                          $
                            227,336 

                        
	
                          December
                            25, 2010

                        	 	
                          $
                            216,124 

                        
	
                          January
                            25, 2011

                        	 	
                          $
                            205,500 

                        
	
                          February
                            25, 2011

                        	 	
                          $
                            195,432 

                        
	
                          March
                            25, 2011

                        	 	
                          $
                            185,888 

                        
	
                          April
                            25, 2011

                        	 	
                          $
                            176,836 

                        
	
                          May
                            25, 2011

                        	 	
                          $
                            168,256 

                        
	
                          June
                            25, 2011

                        	 	
                          $
                            160,120 

                        
	
                          July
                            25, 2011

                        	 	
                          $
                            152,404 

                        
	
                          August
                            25, 2011

                        	 	
                          $
                            145,080 

                        
	
                          September
                            25, 2011

                        	 	
                          $
                            138,132 

                        
	
                          October
                            25, 2011

                        	 	
                          $
                            131,536 

                        
	
                          November
                            25, 2011

                        	 	
                          $
                            125,268 

                        


                

                 

              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                O

               

              SERVICING
                CRITERIA TO BE ADDRESSED

              IN
                ASSESSMENT OF COMPLIANCE

              Definitions

              Primary
                Servicer - transaction party having borrower contact

              Master
                Servicer - aggregator of pool assets

              Trust
                Administrator - waterfall calculator (may be the Trustee, or may
                be the Master
                Servicer)

              Back-up
                Servicer - named in the transaction (in the event a Back up Servicer
                becomes the
                Primary Servicer, follow Primary Servicer obligations)

              Custodian
                - safe keeper of pool assets

              Paying
                Agent - distributor of funds to ultimate investor 

              Trustee
                -
                fiduciary of the transaction

              


              Note:
                The
                definitions above describe the essential function that the party
                performs,
                rather than the party’s title. So, for example, in a particular transaction, the
                trustee may perform the “paying agent” and “securities administrator” functions,
                while in another transaction, the securities administrator may perform
                these
                functions.

              


              Where
                there are multiple checks for criteria the attesting party will identify
                in
                their management assertion that they are attesting only to the portion
                of the
                distribution chain they are responsible for in the related transaction
                agreements.

              


              Key: X
                - obligation

              [X]
                - under consideration for obligation

              


              


              
                	
                        Reg
                          AB Reference

                      	
                        Servicing
                          Criteria

                      	
                        Servicers

                      	
                        Wells
                          Fargo

                      	
                        Custodian

                      
	 	
                        General
                          Servicing Considerations

                      	 	 	 
	
                        1122(d)(1)(i)

                      	
                        Policies
                          and procedures are instituted to monitor any performance
                          or other triggers
                          and events of default in accordance with the transaction
                          agreements.

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(1)(ii)

                      	
                        If
                          any material servicing activities are outsourced to third
                          parties,
                          policies and procedures are instituted to monitor the third
                          party’s
                          performance and compliance with such servicing activities.
                          

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(1)(iii)

                      	
                        Any
                          requirements in the transaction agreements to maintain
                          a back-up servicer
                          for the Pool Assets are maintained. 

                      	
                         

                      	
                         

                      	
                         

                      
	
                        1122(d)(1)(iv)

                      	
                        A
                          fidelity bond and errors and omissions policy is in effect
                          on the party
                          participating in the servicing function throughout the
                          reporting period in
                          the amount of coverage required by and otherwise in accordance
                          with the
                          terms of the transaction agreements. 

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                         

                      	
                        Cash
                          Collection and Administration

                      	
                         

                      	
                         

                      	
                         

                      
	
                        1122(d)(2)(i)

                      	
                        Payments
                          on pool assets are deposited into the appropriate custodial
                          bank accounts
                          and related bank clearing accounts no more than two business
                          days
                          following receipt, or such other number of days specified
                          in the
                          transaction agreements. 

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(2)(ii)

                      	
                        Disbursements
                          made via wire transfer on behalf of an obligor or to an
                          investor are made
                          only by authorized personnel. 

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(2)(iii)

                      	
                        Advances
                          of funds or guarantees regarding collections, cash flows
                          or distributions,
                          and any interest or other fees charged for such advances,
                          are made,
                          reviewed and approved as specified in the transaction agreements.
                          

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(2)(iv)

                      	
                        The
                          related accounts for the transaction, such as cash reserve
                          accounts or
                          accounts established as a form of over collateralization,
                          are separately
                          maintained (e.g., with respect to commingling of cash)
                          as set forth in the
                          transaction agreements. 

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(2)(v)

                      	
                        Each
                          custodial account is maintained at a federally insured
                          depository
                          institution as set forth in the transaction agreements.
                          For purposes of
                          this criterion, “federally insured depository institution” with respect to
                          a foreign financial institution means a foreign financial
                          institution that
                          meets the requirements of Rule 13k-1(b)(1) of the Securities
                          Exchange Act.
                          

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(2)(vi)

                      	
                        Unissued
                          checks are safeguarded so as to prevent unauthorized access.
                          

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(2)(vii)
                          

                      	
                        Reconciliations
                          are prepared on a monthly basis for all asset-backed securities
                          related
                          bank accounts, including custodial accounts and related
                          bank clearing
                          accounts. These reconciliations are (A) mathematically
                          accurate; (B)
                          prepared within 30 calendar days after the bank statement
                          cutoff date, or
                          such other number of days specified in the transaction
                          agreements; (C)
                          reviewed and approved by someone other than the person
                          who prepared the
                          reconciliation; and (D) contain explanations for reconciling
                          items. These
                          reconciling items are resolved within 90 calendar days
                          of their original
                          identification, or such other number of days specified
                          in the transaction
                          agreements. 

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                         

                      	
                        Investor
                          Remittances and Reporting

                      	
                         

                      	
                         

                      	
                         

                      
	
                        1122(d)(3)(i)

                      	
                        Reports
                          to investors, including those to be filed with the Commission,
                          are
                          maintained in accordance with the transaction agreements
                          and applicable
                          Commission requirements. Specifically, such reports (A)
                          are prepared in
                          accordance with timeframes and other terms set forth in
                          the transaction
                          agreements; (B) provide information calculated in accordance
                          with the
                          terms specified in the transaction agreements; (C) are
                          filed with the
                          Commission as required by its rules and regulations; and
                          (D) agree with
                          investors’ or the trustee’s records as to the total unpaid principal
                          balance and number of Pool Assets serviced by the Servicer.
                          

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(3)(ii)

                      	
                        Amounts
                          due to investors are allocated and remitted in accordance
                          with timeframes,
                          distribution priority and other terms set forth in the
                          transaction
                          agreements. 

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(3)(iii)

                      	
                        Disbursements
                          made to an investor are posted within two business days
                          to the Servicer’s
                          investor records, or such other number of days specified
                          in the
                          transaction agreements. 

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(3)(iv)

                      	
                        Amounts
                          remitted to investors per the investor reports agree with
                          cancelled
                          checks, or other form of payment, or custodial bank statements.
                          

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                         

                      	
                        Pool
                          Asset Administration

                      	
                         

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(i)
                          

                      	
                        Collateral
                          or security on pool assets is maintained as required by
                          the transaction
                          agreements or related pool asset documents. 

                      	
                        X

                      	
                         

                      	
                        X

                      
	
                        1122(d)(4)(ii)

                      	
                        Pool
                          assets and related documents are safeguarded as required
                          by the
                          transaction agreements 

                      	
                        X

                      	
                         

                      	
                        X

                      
	
                        1122(d)(4)(iii)

                      	
                        Any
                          additions, removals or substitutions to the asset pool
                          are made, reviewed
                          and approved in accordance with any conditions or requirements
                          in the
                          transaction agreements. 

                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(iv)

                      	
                        Payments
                          on pool assets, including any payoffs, made in accordance
                          with the related
                          pool asset documents are posted to the Servicer’s obligor records
                          maintained no more than two business days after receipt,
                          or such other
                          number of days specified in the transaction agreements,
                          and allocated to
                          principal, interest or other items (e.g., escrow) in accordance
                          with the
                          related pool asset documents. 

                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(v)

                      	
                        The
                          Servicer’s records regarding the pool assets agree with the Servicer’s
                          records with respect to an obligor’s unpaid principal balance.
                          

                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(vi)

                      	
                        Changes
                          with respect to the terms or status of an obligor's pool
                          assets (e.g.,
                          loan modifications or re-agings) are made, reviewed and
                          approved by
                          authorized personnel in accordance with the transaction
                          agreements and
                          related pool asset documents. 

                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(vii)

                      	
                        Loss
                          mitigation or recovery actions (e.g., forbearance plans,
                          modifications and
                          deeds in lieu of foreclosure, foreclosures and repossessions,
                          as
                          applicable) are initiated, conducted and concluded in accordance
                          with the
                          timeframes or other requirements established by the transaction
                          agreements. 

                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(viii)

                      	
                        Records
                          documenting collection efforts are maintained during the
                          period a pool
                          asset is delinquent in accordance with the transaction
                          agreements. Such
                          records are maintained on at least a monthly basis, or
                          such other period
                          specified in the transaction agreements, and describe the
                          entity’s
                          activities in monitoring delinquent pool assets including,
                          for example,
                          phone calls, letters and payment rescheduling plans in
                          cases where
                          delinquency is deemed temporary (e.g., illness or unemployment).
                          

                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(ix)

                      	
                        Adjustments
                          to interest rates or rates of return for pool assets with
                          variable rates
                          are computed based on the related pool asset documents.


                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(x)

                      	
                        Regarding
                          any funds held in trust for an obligor (such as escrow
                          accounts): (A) such
                          funds are analyzed, in accordance with the obligor’s pool asset documents,
                          on at least an annual basis, or such other period specified
                          in the
                          transaction agreements; (B) interest on such funds is paid,
                          or credited,
                          to obligors in accordance with applicable pool asset documents
                          and state
                          laws; and (C) such funds are returned to the obligor within
                          30 calendar
                          days of full repayment of the related pool assets, or such
                          other number of
                          days specified in the transaction agreements. 

                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(xi)

                      	
                        Payments
                          made on behalf of an obligor (such as tax or insurance
                          payments) are made
                          on or before the related penalty or expiration dates, as
                          indicated on the
                          appropriate bills or notices for such payments, provided
                          that such support
                          has been received by the servicer at least 30 calendar
                          days prior to these
                          dates, or such other number of days specified in the transaction
                          agreements. 

                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(xii)

                      	
                        Any
                          late payment penalties in connection with any payment to
                          be made on behalf
                          of an obligor are paid from the Servicer’s funds and not charged to the
                          obligor, unless the late payment was due to the obligor’s error or
                          omission. 

                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(xiii)

                      	
                        Disbursements
                          made on behalf of an obligor are posted within two business
                          days to the
                          obligor’s records maintained by the servicer, or such other number
                          of days
                          specified in the transaction agreements. 

                      	
                        X

                      	
                         

                      	
                         

                      
	
                        1122(d)(4)(xiv)
                          

                      	
                        Delinquencies,
                          charge-offs and uncollectible accounts are recognized and
                          recorded in
                          accordance with the transaction agreements. 

                      	
                        X

                      	
                        X

                      	
                         

                      
	
                        1122(d)(4)(xv)

                      	
                        Any
                          external enhancement or other support, identified in Item
                          1114(a)(1)
                          through (3) or Item 1115 of Regulation AB, is maintained
                          as set forth in
                          the transaction agreements. 

                      	
                         

                      	
                        X

                      	
                         

                      


              

              


               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                P

              


              FORM
                10-D, FORM 8-K AND FORM 10-K

              REPORTING
                RESPONSIBILITY

              


              As
                to
                each item described below, the entity or entities indicated as the
                Responsible
                Party shall be primarily responsible for reporting the information
                to the Trust
                Administrator and the Depositor pursuant to Section 4.06(a)(iv).


              


              Under
                Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
                included in the periodic Distribution Date statement under Section
                4.02,
                provided by the Trust Administrator based on information received
                from the
                Master Servicer; and b) items marked “Form 10-D report” are required to be in
                the Form 10-D report but not the 4.02 statement, provided by the
                party
                indicated. Information under all other Items of Form 10-D is to be
                included in
                the Form 10-D report.

              
                	
                        Form

                      	
                        Item

                      	
                        Description

                      	
                        Responsible
                          Party

                      
	
                        10-D

                      	
                        Must
                          be filed within 15 days of the Distribution Date.

                      
	
                        1

                      	
                        Distribution
                          and Pool Performance Information

                      	
                         

                      
	
                        Item
                          1121(a) - Distribution and Pool Performance
                          Information

                      	
                         

                      
	
                        (1)
                          Any applicable record dates, accrual dates, determination
                          dates for
                          calculating distributions and actual distribution dates
                          for the
                          distribution period.

                      	
                        4.02
                          statement

                      
	
                        (2)
                          Cash flows received and the sources thereof for distributions,
                          fees and
                          expenses.

                      	
                        4.02
                          statement

                      
	
                        (3)
                          Calculated amounts and distribution of the flow of funds
                          for the period
                          itemized by type and priority of payment, including:

                      	
                        4.02
                          statement

                      
	
                        (i)
                          Fees or expenses accrued and paid, with an identification
                          of the general
                          purpose of such fees and the party receiving such fees
                          or
                          expenses.

                      	
                        4.02
                          statement

                      
	
                        (ii)
                          Payments accrued or paid with respect to enhancement or
                          other support
                          identified in Item 1114 of Regulation AB (such as insurance
                          premiums or
                          other enhancement maintenance fees), with an identification
                          of the general
                          purpose of such payments and the party receiving such
                          payments.

                      	
                        4.02
                          statement

                      
	
                        (iii)
                          Principal, interest and other distributions accrued and
                          paid on the
                          asset-backed securities by type and by class or series
                          and any principal
                          or interest shortfalls or carryovers.

                      	
                        4.02
                          statement

                      
	
                        (iv)
                          The amount of excess cash flow or excess spread and the
                          disposition of
                          excess cash flow.

                      	
                        4.02
                          statement

                      
	
                        (4)
                          Beginning and ending principal balances of the asset-backed
                          securities.

                      	
                        4.02
                          statement

                      
	
                        (5)
                          Interest rates applicable to the pool assets and the asset-backed
                          securities, as applicable. Consider providing interest
                          rate information
                          for pool assets in appropriate distributional groups or
                          incremental
                          ranges.

                      	
                        4.02
                          statement

                      
	
                        (6)
                          Beginning and ending balances of transaction accounts,
                          such as reserve
                          accounts, and material account activity during the period.

                      	
                        4.02
                          statement

                      
	
                        (7)
                          Any amounts drawn on any credit enhancement or other support
                          identified in
                          Item 1114 of Regulation AB, as applicable, and the amount
                          of coverage
                          remaining under any such enhancement, if known and
                          applicable.

                      	
                        4.02
                          statement

                      
	
                        (8)
                          Number and amount of pool assets at the beginning and ending
                          of each
                          period, and updated pool composition information, such
                          as weighted average
                          coupon, weighted average remaining term, pool factors and
                          prepayment
                          amounts.

                      	
                        4.02
                          statement

                         

                        Updated
                          pool composition information fields to be as specified
                          by Depositor from
                          time to time

                      
	
                        (9)
                          Delinquency and loss information for the period. 

                         

                        In
                          addition, describe any material changes to the information
                          specified in
                          Item 1100(b)(5) of Regulation AB regarding the pool
                          assets.

                      	
                        4.02
                          statement.

                         

                         

                        Form
                          10-D report: Depositor

                      
	
                        (10)
                          Information on the amount, terms and general purpose of
                          any advances made
                          or reimbursed during the period, including the general
                          use of funds
                          advanced and the general source of funds for
                          reimbursements.

                      	
                        4.02
                          statement

                      
	
                        (11)
                          Any material modifications, extensions or waivers to pool
                          asset terms,
                          fees, penalties or payments during the distribution period
                          or that have
                          cumulatively become material over time.

                      	
                        4.02
                          statement

                      
	
                        (12)
                          Material breaches of pool asset representations or warranties
                          or
                          transaction covenants.

                      	
                        Form
                          10-D report: 

                        Trust
                          Administrator, Servicer, Depositor

                      
	
                        (13)
                          Information on ratio, coverage or other tests used for
                          determining any
                          early amortization, liquidation or other performance trigger
                          and whether
                          the trigger was met.

                      	
                        4.02
                          statement

                      
	
                        (14)
                          Information regarding any new issuance of asset-backed
                          securities backed
                          by the same asset pool, 

                        [information
                          regarding] any pool asset changes (other than in connection
                          with a pool
                          asset converting into cash in accordance with its terms),
                          such as
                          additions or removals in connection with a prefunding or
                          revolving period
                          and pool asset substitutions and repurchases (and purchase
                          rates, if
                          applicable), and cash flows available for future purchases,
                          such as the
                          balances of any prefunding or revolving accounts, if
                          applicable.

                        Disclose
                          any material changes in the solicitation, credit-granting,
                          underwriting,
                          origination, acquisition or pool selection criteria or
                          procedures, as
                          applicable, used to originate, acquire or select the new
                          pool
                          assets.

                      	
                        Form
                          10-D report: Depositor

                         

                        Form
                          10-D report: Depositor or Servicer

                         

                         

                         

                         

                        Form
                          10-D report: Depositor

                      
	
                        Item
                          1121(b) - Pre-Funding or Revolving Period Information

                        Updated
                          pool information as required under Item 1121(b).

                      	
                        Depositor

                      
	
                        2

                      	
                        Legal
                          Proceedings

                      	
                         

                      
	
                        Item
                          1117 - Legal proceedings pending against the following
                          entities, or their
                          respective property, that is material to Certificateholders,
                          including
                          proceedings known to be contemplated by governmental
                          authorities:

                        Seller

                        Depositor

                        Trustee

                        Issuing
                          entity

                        Master
                          Servicer

                        Originator
                          

                        Custodian

                        Servicer

                      	
                        (i)
                          All parties to the Pooling and Servicing Agreement (as
                          to themselves),
                          (ii) the Trustee, Master Servicer and Depositor as to the
                          Issuing entity
                          and (iii) the Depositor as to the Sponsor, any 1110(b)
                          originator and any
                          1100(d)(i) party

                      
	
                        3

                      	
                        Sales
                          of Securities and Use of Proceeds

                      	
                         

                      
	
                        Information
                          from Item 2(a) of Part II of Form 10-Q:

                         

                        With
                          respect to any sale of securities by the sponsor, depositor
                          or issuing
                          entity, that are backed by the same asset pool or are otherwise
                          issued by
                          the issuing entity, whether or not registered, provide
                          the sales and use
                          of proceeds information in Item 701 of Regulation S-K.
                          Pricing information
                          can be omitted if securities were not registered.

                      	
                         

                         

                         

                        Depositor

                      
	
                        4

                      	
                        Defaults
                          Upon Senior Securities

                      	
                         

                      
	
                        Information
                          from Item 3 of Part II of Form 10-Q:

                         

                        Report
                          the occurrence of any Event of Default (after expiration
                          of any grace
                          period and provision of any required notice)

                      	
                         

                         

                         

                        Trust
                          Administrator

                      
	
                        5

                      	
                        Submission
                          of Matters to a Vote of Security Holders

                      	
                         

                      
	
                        Information
                          from Item 4 of Part II of Form 10-Q

                      	
                        Trustee,
                          Trust Administrator

                      
	
                        6

                      	
                        Significant
                          Obligors of Pool Assets

                      	
                         

                      
	
                        Item
                          1112(b) - Significant
                          Obligor Financial Information*

                      	
                        Depositor

                      
	
                        *This
                          information need only be reported on the Form 10-D for
                          the distribution
                          period in which updated information is required pursuant
                          to the
                          Item.

                      	
                         

                      
	
                        7

                      	
                        Significant
                          Enhancement Provider Information

                      	
                         

                      
	
                        Item
                          1114(b)(2) - Credit Enhancement Provider Financial
                          Information*

                        Determining
                          applicable disclosure threshold

                        Requesting
                          required financial information or effecting incorporation
                          by
                          reference

                      	
                         

                        Trust
                          Administrator Depositor

                      
	
                        Item
                          1115(b) - Derivative Counterparty Financial Information*

                        Determining
                          current maximum probable exposure

                        Determining
                          current significance percentage

                        Requesting
                          required financial information or effecting incorporation
                          by
                          reference

                      	
                         

                        Depositor

                        Trust
                          Administrator 

                        Depositor

                      
	
                        *This
                          information need only be reported on the Form 10-D for
                          the distribution
                          period in which updated information is required pursuant
                          to the
                          Items.

                      	
                         

                      
	
                        8

                      	
                        Other
                          Information

                      	
                         

                      
	
                        Disclose
                          any information required to be reported on Form 8-K during
                          the period
                          covered by the Form 10-D but not reported

                      	
                        The
                          Responsible Party for the applicable Form 8-K item as indicated
                          below

                      
	
                        9

                      	
                        Exhibits

                      	
                         

                      
	
                        Distribution
                          report

                      	
                        Trust
                          Administrator

                      
	
                        Exhibits
                          required by Item 601 of Regulation S-K, such as material
                          agreements

                      	
                        Depositor

                      
	
                        8-K

                      	
                        Must
                          be filed within four business days of an event reportable
                          on Form
                          8-K.

                      
	
                        1.01

                      	
                        Entry
                          into a Material Definitive Agreement

                      	
                         

                      
	
                        Disclosure
                          is required regarding entry into or amendment of any definitive
                          agreement
                          that is material to the securitization, even if depositor
                          is not a party.
                          

                        Examples:
                          servicing agreement, custodial agreement.

                        Note:
                          disclosure not required as to definitive agreements that
                          are fully
                          disclosed in the prospectus

                      	
                        Depositor,
                          Servicer, Master Servicer, Custodian, Trust
                          Administrator

                      
	
                        1.02

                      	
                        Termination
                          of a Material Definitive Agreement

                      	
                         

                      
	
                        Disclosure
                          is required regarding termination of any definitive agreement
                          that is
                          material to the securitization (other than expiration in
                          accordance with
                          its terms), even if depositor is not a party. 

                        Examples:
                          servicing agreement, custodial agreement.

                      	
                        Depositor,
                          Servicer, Master Servicer, Custodian, Trust
                          Administrator

                      
	
                        1.03

                      	
                        Bankruptcy
                          or Receivership

                      	
                         

                      
	
                        Disclosure
                          is required regarding the bankruptcy or receivership, if
                          known to the
                          Master Servicer, with respect to any of the following:


                        Sponsor
                          (Seller), Depositor, Master Servicer, Trustee, Cap Provicer,
                          Custodian

                      	
                        Depositor,
                          Servicer, Master Servicer, Custodian, Trust Administrator,
                          Trustee (as to
                          itself)

                      
	
                        2.04

                      	
                        Triggering
                          Events that Accelerate or Increase a Direct Financial Obligation
                          or an
                          Obligation under an Off-Balance Sheet Arrangement

                      	
                         

                      
	
                        Includes
                          an early amortization, performance trigger or other event,
                          including event
                          of default, that would materially alter the payment priority/distribution
                          of cash flows/amortization schedule.

                        Disclosure
                          will be made of events other than waterfall triggers which
                          are disclosed
                          in the 4.02 statement

                      	
                        Depositor/
                          Trust Administrator

                      
	
                        3.03

                      	
                        Material
                          Modification to Rights of Security Holders

                      	
                         

                      
	
                        Disclosure
                          is required of any material modification to documents defining
                          the rights
                          of Certificateholders, including the Pooling and Servicing
                          Agreement

                      	
                        Trust
                          Administrator

                      
	
                        5.03

                      	
                        Amendments
                          to Articles of Incorporation or Bylaws; Change in Fiscal
                          Year

                      	
                         

                      
	
                        Disclosure
                          is required of any amendment “to the governing documents of the issuing
                          entity”

                      	
                        Depositor

                      
	
                        5.06

                      	
                        Change
                          in Shell Company Status

                      	
                         

                      
	
                        [Not
                          applicable to ABS issuers]

                      	
                        Depositor

                      
	
                        6.01

                      	
                        ABS
                          Informational and Computational Material

                      	
                         

                      
	
                        [Not
                          included in reports to be filed under Section 4.07]

                      	
                        Depositor

                      
	
                        6.02

                      	
                        Change
                          of Master Servicer or Trustee

                      	
                         

                      
	
                        Requires
                          disclosure of any removal, replacement, substitution or
                          addition of any
                          master servicer, affiliated servicer, other servicer servicing
                          10% or more
                          of pool assets at time of report, other material servicers,
                          certificate
                          administrator or trustee. Reg AB disclosure about any new
                          servicer or
                          trustee is also required.

                      	
                        Depositor

                      
	
                        6.03

                      	
                        Change
                          in Credit Enhancement or Other External Support

                      	
                         

                      
	
                        Covers
                          termination of any enhancement in manner other than by
                          its terms, the
                          addition of an enhancement, or a material change in the
                          enhancement
                          provided. Applies to external credit enhancements as well
                          as derivatives.
                          

                        Requesting
                          Regulation AB disclosure about any new enhancement or effecting
                          incorporation by reference

                      	
                        Trust
                          Administrator

                         

                         

                         

                        Depositor

                      
	
                        6.04

                      	
                        Failure
                          to Make a Required Distribution

                      	
                        Trust
                          Administrator

                      
	
                        6.05

                      	
                        Securities
                          Act Updating Disclosure

                      	
                         

                      
	
                        If
                          any material pool characteristic differs by 5% or more
                          at the time of
                          issuance of the securities from the description in the
                          final prospectus,
                          provide updated Regulation AB disclosure about the actual
                          asset
                          pool.

                      	
                        Depositor

                      
	
                        If
                          there are any new servicers or originators required to
                          be disclosed under
                          Regulation AB as a result of the foregoing, provide the
                          information called
                          for in Items 1108 and 1110 respectively.

                      	
                        Depositor

                      
	
                        7.01

                      	
                        Regulation
                          FD Disclosure

                      	
                        Depositor

                      
	
                        8.01

                      	
                        Other
                          Events

                      	
                         

                      
	
                        Any
                          event, with respect to which information is not otherwise
                          called for in
                          Form 8-K, that the registrant deems of importance to security
                          holders.

                      	
                        Depositor

                      
	
                        9.01

                      	
                        Financial
                          Statements and Exhibits

                      	
                        The
                          Responsible Party applicable to reportable event, other
                          than the
                          Trustee

                      
	
                        10-K

                      	
                        Must
                          be filed within 90 days of the fiscal year end for the
                          registrant.

                      
	
                        9B

                      	
                        Other
                          Information

                      	
                         

                      
	
                        Disclose
                          any information required to be reported on Form 8-K during
                          the fourth
                          quarter covered by the Form 10-K but not reported

                      	
                        The
                          Responsible Party for the applicable Form 8-K item as indicated
                          above

                      
	
                        15

                      	
                        Exhibits
                          and Financial Statement Schedules

                      	
                         

                      
	
                        Item
                          1112(b) - Significant
                          Obligor Financial Information

                      	
                        N/A

                      
	
                        Item
                          1114(b)(2) - Credit Enhancement Provider Financial
                          Information

                        Determining
                          applicable disclosure threshold

                        Requesting
                          required financial information or effecting incorporation
                          by
                          reference

                      	
                         

                         

                        Trust
                          Administrator Depositor

                      
	
                        Item
                          1115(b) - Derivative Counterparty Financial Information

                        Determining
                          current maximum probable exposure

                        Determining
                          current significance percentage

                        Requesting
                          required financial information or effecting incorporation
                          by
                          reference

                      	
                        Depositor

                        Trust
                          Administrator 

                         

                      
	
                        Item
                          1117 - Legal proceedings pending against the following
                          entities, or their
                          respective property, that is material to Certificateholders,
                          including
                          proceedings known to be contemplated by governmental
                          authorities:

                        Seller

                        Depositor

                        Trustee

                        Issuing
                          entity

                        Master
                          Servicer

                        Servicer

                        Originator
                          

                        Custodian

                      	
                        Seller

                        Depositor

                        Trustee

                        Master
                          Servicer

                        Custodian

                        Servicer

                      
	
                        Item
                          1119 - Affiliations and relationships between the following
                          entities, or
                          their respective affiliates, that are material to
                          Certificateholders:

                        Seller

                        Depositor

                        Trustee

                        Issuing
                          entity

                        Master
                          Servicer

                        Servicer

                        Originator
                          

                        Custodian
                          

                        Credit
                          Enhancer/Support Provider, if any

                        Significant
                          Obligor, if any

                      	
                        (i)
                          All parties to the Pooling and Servicing Agreement (as
                          to themselves),
                          (ii) the Depositor as to the Sponsor, Originator, Significant
                          Obligor,
                          Credit Enhancer/Support Provider and (iii) the Depositor
                          as to the Issuing
                          entity 

                         

                      
	
                        Item
                          1122 - Assessment of Compliance with Servicing
                          Criteria

                      	
                        Master
                          Servicer

                        Trust
                          Administrator

                        Custodian

                        Servicer

                      
	
                        Item
                          1123 -Servicer Compliance Statement

                      	
                        Master
                          Servicer

                        Servicer

                      


              

              


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               


              EXHIBIT
                Q

              


              ADDITIONAL
                DISCLOSURE NOTIFICATION

              


              **SEND
                VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO
                [                             
] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
                BELOW**

              


              Wells
                Fargo Bank, N.A., as Trust Administrator

              9062
                Old
                Annapolis Road

              Columbia,
                Maryland 21045

              Attn:
                Corporate Trust Services- [DEAL NAME]—SEC REPORT PROCESSING

              


              Mortgage
                Asset Securitization Transactions, Inc.

              1285
                Avenue of the Americas

              New
                York,
                New York 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
                November 1, 2006, among Mortgage Asset Securitization Transactions,
                Inc. as
                Depositor, Wells Fargo Bank, N.A. as Master Servicer, Trust Administrator
                and
                Custodian, Wells Fargo Bank, N.A. as Servicer, Barclays
                Capital Real Estate Inc. d/b/a HomEq Servicing
                as
                Servicer and U.S. Bank National Association as Trustee, the undersigned,
                as [ ],
                hereby notifies you that certain events have come to our attention
                that [will]
                [may] need to be disclosed on Form [10-D][10-K][8-K].

               

              Description
                of Additional Form [10-D][10-K][8-K] Disclosure:

               

              List
                of any Attachments hereto to be included in the Additional Form
                [10-D][10-K][8-K] Disclosure:

               

               

              


               

              Any
                inquiries related to this notification should be directed to [ ],
                phone number:
                [ ]; email address: [ ]. 

               

              [NAME
                OF
                PARTY],

              as
                [role]

               

              By:
                __________________________________

              Name:
                

              Title:


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                R-1

               

              FORM
                OF DELINQUENCY REPORT 

              
                	
                        Column/Header
                          Name

                      	
                        Description

                      	
                        Decimal

                      	
                        Format
                          Comment

                      
	
                        SERVICER_LOAN_NBR

                      	
                        A
                          unique number assigned to a loan by the Servicer. This
                          may be different
                          than the LOAN_NBR

                      	
                         

                      	
                         

                      
	
                        LOAN_NBR

                      	
                        A
                          unique identifier assigned to each loan by the originator.

                      	
                         

                      	
                         

                      
	
                        CLIENT_NBR

                      	
                        Servicer
                          Client Number

                      	
                         

                      	
                         

                      
	
                        SERV_INVESTOR_NBR

                      	
                        Contains
                          a unique number as assigned by an external servicer to
                          identify a group of
                          loans in their system.

                      	
                         

                      	
                         

                      
	
                        BORROWER_FIRST_NAME

                      	
                        First
                          Name of the Borrower.

                      	
                         

                      	
                         

                      
	
                        BORROWER_LAST_NAME

                      	
                        Last
                          name of the borrower.

                      	
                         

                      	
                         

                      
	
                        PROP_ADDRESS

                      	
                        Street
                          Name and Number of Property

                      	
                         

                      	
                         

                      
	
                        PROP_STATE

                      	
                        The
                          state where the property located.

                      	
                         

                      	
                         

                      
	
                        PROP_ZIP

                      	
                        Zip
                          code where the property is located.

                      	
                         

                      	
                         

                      
	
                        BORR_NEXT_PAY_DUE_DATE

                      	
                        The
                          date that the borrower's next payment is due to the servicer
                          at the end of
                          processing cycle, as reported by Servicer.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        LOAN_TYPE

                      	
                        Loan
                          Type (i.e. FHA, VA, Conv)

                      	
                         

                      	
                         

                      
	
                        BANKRUPTCY_FILED_DATE

                      	
                        The
                          date a particular bankruptcy claim was filed.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        BANKRUPTCY_CHAPTER_CODE

                      	
                        The
                          chapter under which the bankruptcy was filed.

                      	
                         

                      	
                         

                      
	
                        BANKRUPTCY_CASE_NBR

                      	
                        The
                          case number assigned by the court to the bankruptcy
                          filing.

                      	
                         

                      	
                         

                      
	
                        POST_PETITION_DUE_DATE

                      	
                        The
                          payment due date once the bankruptcy has been approved
                          by the
                          courts

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        BANKRUPTCY_DCHRG_DISM_DATE

                      	
                        The
                          Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                          Discharged
                          and/or a Motion For Relief Was Granted. 

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        LOSS_MIT_APPR_DATE

                      	
                        The
                          Date The Loss Mitigation Was Approved By The Servicer

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        LOSS_MIT_TYPE

                      	
                        The
                          Type Of Loss Mitigation Approved For A Loan Such As;

                      	
                         

                      	
                         

                      
	
                        LOSS_MIT_EST_COMP_DATE

                      	
                        The
                          Date The Loss Mitigation /Plan Is Scheduled To End/Close

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        LOSS_MIT_ACT_COMP_DATE

                      	
                        The
                          Date The Loss Mitigation Is Actually Completed

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        FRCLSR_APPROVED_DATE

                      	
                        The
                          date DA Admin sends a letter to the servicer with instructions
                          to begin
                          foreclosure proceedings.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        ATTORNEY_REFERRAL_DATE

                      	
                        Date
                          File Was Referred To Attorney to Pursue Foreclosure

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        FIRST_LEGAL_DATE

                      	
                        Notice
                          of 1st legal filed by an Attorney in a Foreclosure Action

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        FRCLSR_SALE_EXPECTED_DATE

                      	
                        The
                          date by which a foreclosure sale is expected to occur.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        FRCLSR_SALE_DATE

                      	
                        The
                          actual date of the foreclosure sale.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        FRCLSR_SALE_AMT

                      	
                        The
                          amount a property sold for at the foreclosure sale.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        EVICTION_START_DATE

                      	
                        The
                          date the servicer initiates eviction of the borrower.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        EVICTION_COMPLETED_DATE

                      	
                        The
                          date the court revokes legal possession of the property
                          from the
                          borrower.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        LIST_PRICE

                      	
                        The
                          price at which an REO property is marketed.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        LIST_DATE

                      	
                        The
                          date an REO property is listed at a particular price.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        OFFER_AMT

                      	
                        The
                          dollar value of an offer for an REO property.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        OFFER_DATE_TIME

                      	
                        The
                          date an offer is received by DA Admin or by the Servicer.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        REO_CLOSING_DATE

                      	
                        The
                          date the REO sale of the property is scheduled to close.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        REO_ACTUAL_CLOSING_DATE

                      	
                        Actual
                          Date Of REO Sale

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        OCCUPANT_CODE

                      	
                        Classification
                          of how the property is occupied.

                      	
                         

                      	
                         

                      
	
                        PROP_CONDITION_CODE

                      	
                        A
                          code that indicates the condition of the property.

                      	
                         

                      	
                         

                      
	
                        PROP_INSPECTION_DATE

                      	
                        The
                          date a property inspection is performed.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        APPRAISAL_DATE

                      	
                        The
                          date the appraisal was done.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        CURR_PROP_VAL

                      	
                         The
                          current "as is" value of the property based on brokers
                          price opinion or
                          appraisal.

                      	
                        2

                      	
                         

                      
	
                        REPAIRED_PROP_VAL

                      	
                        The
                          amount the property would be worth if repairs are completed
                          pursuant to a
                          broker's price opinion or appraisal.

                      	
                        2

                      	
                         

                      
	
                        If
                          applicable:

                      	
                         

                      	
                         

                      	
                         

                      
	
                        DELINQ_STATUS_CODE

                      	
                        FNMA
                          Code Describing Status of Loan

                      	
                         

                      	
                         

                      
	
                        DELINQ_REASON_CODE

                      	
                        The
                          circumstances which caused a borrower to stop paying on
                          a loan. Code
                          indicates the reason why the loan is in default for this
                          cycle.

                      	
                         

                      	
                         

                      
	
                        MI_CLAIM_FILED_DATE

                      	
                        Date
                          Mortgage Insurance Claim Was Filed With Mortgage Insurance
                          Company.

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        MI_CLAIM_AMT

                      	
                        Amount
                          of Mortgage Insurance Claim Filed

                      	
                         

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        MI_CLAIM_PAID_DATE

                      	
                        Date
                          Mortgage Insurance Company Disbursed Claim Payment

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        MI_CLAIM_AMT_PAID

                      	
                        Amount
                          Mortgage Insurance Company Paid On Claim

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        POOL_CLAIM_FILED_DATE

                      	
                        Date
                          Claim Was Filed With Pool Insurance Company

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        POOL_CLAIM_AMT

                      	
                        Amount
                          of Claim Filed With Pool Insurance Company

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        POOL_CLAIM_PAID_DATE

                      	
                        Date
                          Claim Was Settled and The Check Was Issued By The Pool
                          Insurer

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        POOL_CLAIM_AMT_PAID

                      	
                        Amount
                          Paid On Claim By Pool Insurance Company

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        FHA_PART_A_CLAIM_FILED_DATE

                      	
                         Date
                          FHA Part A Claim Was Filed With HUD

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        FHA_PART_A_CLAIM_AMT

                      	
                         Amount
                          of FHA Part A Claim Filed

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        FHA_PART_A_CLAIM_PAID_DATE

                      	
                         Date
                          HUD Disbursed Part A Claim Payment

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        FHA_PART_A_CLAIM_PAID_AMT

                      	
                         Amount
                          HUD Paid on Part A Claim

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        FHA_PART_B_CLAIM_FILED_DATE

                      	
                          Date
                          FHA Part B Claim Was Filed With HUD

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        FHA_PART_B_CLAIM_AMT

                      	
                          Amount
                          of FHA Part B Claim Filed

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        FHA_PART_B_CLAIM_PAID_DATE

                      	
                           Date
                          HUD Disbursed Part B Claim Payment

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        FHA_PART_B_CLAIM_PAID_AMT

                      	
                         Amount
                          HUD Paid on Part B Claim

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      
	
                        VA_CLAIM_FILED_DATE

                      	
                         Date
                          VA Claim Was Filed With the Veterans Admin

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        VA_CLAIM_PAID_DATE

                      	
                         Date
                          Veterans Admin. Disbursed VA Claim Payment

                      	
                         

                      	
                        MM/DD/YYYY

                      
	
                        VA_CLAIM_PAID_AMT

                      	
                         Amount
                          Veterans Admin. Paid on VA Claim

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      


              

               

              Standard
                File Codes - Delinquency Reporting

               

              The
                Loss
                Mit Type
                field
                should show the approved Loss Mitigation Code as follows: 

               

              
                	·  	
                        ASUM-Approved
                          Assumption

                      


              

               

              
                	·  	
                        BAP-Borrower
                          Assistance Program

                      


              

               

              
                	·  	
                        CO-
                          Charge Off

                      


              

               

              
                	·  	
                        DIL-
                          Deed-in-Lieu

                      


              

               

              
                	·  	
                        FFA-
                          Formal Forbearance Agreement

                      


              

               

              
                	·  	
                        MOD-
                          Loan Modification

                      


              

               

              
                	·  	
                        PRE-
                          Pre-Sale

                      


              

               

              
                	·  	
                        SS-
                          Short Sale

                      


              

               

              
                	·  	
                        MISC-Anything
                          else approved by the PMI or Pool
                          Insurer

                      


              

               

              NOTE:
                Wells
                Fargo Bank will accept alternative Loss Mitigation Types to those
                above,
                provided that they are consistent with industry standards. If Loss
                Mitigation
                Types other than those above are used, the Servicer must supply Wells
                Fargo Bank
                with a description of each of the Loss Mitigation Types prior to
                sending the
                file.

               

              The
                Occupant
                Code
                field
                should show the current status of the property code as follows:

               

              
                	·  	
                        Mortgagor

                      


              

               

              
                	·  	
                        Tenant

                      


              

               

              
                	·  	
                        Unknown
                          

                      


              

               

              
                	·  	
                        Vacant

                      


              

               

              The
                Property
                Condition
                field
                should show the last reported condition of the property as follows:
                

               

              
                	·  	
                        Damaged

                      


              

               

              
                	·  	
                        Excellent

                      


              

               

              
                	·  	
                        Fair

                      


              

               

              
                	·  	
                        Gone

                      


              

               

              
                	·  	
                        Good

                      


              

               

              
                	·  	
                        Poor

                      


              

               

              
                	·  	
                        Special
                          Hazard

                      


              

               

              
                	·  	
                        Unknown

                      


              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              Standard
                File Codes - Delinquency Reporting, Continued

               

              The
                FNMA
                Delinquent Reason Code
                field
                should show the Reason for Delinquency as follows: 

              


              
                	
                        Delinquency
                          Code

                      	
                        Delinquency
                          Description

                      
	
                        001

                      	
                        FNMA-Death
                          of principal mortgagor

                      
	
                        002

                      	
                        FNMA-Illness
                          of principal mortgagor

                      
	
                        003

                      	
                        FNMA-Illness
                          of mortgagor’s family member

                      
	
                        004

                      	
                        FNMA-Death
                          of mortgagor’s family member

                      
	
                        005

                      	
                        FNMA-Marital
                          difficulties

                      
	
                        006

                      	
                        FNMA-Curtailment
                          of income

                      
	
                        007

                      	
                        FNMA-Excessive
                          Obligation

                      
	
                        008

                      	
                        FNMA-Abandonment
                          of property

                      
	
                        009

                      	
                        FNMA-Distant
                          employee transfer

                      
	
                        011

                      	
                        FNMA-Property
                          problem

                      
	
                        012

                      	
                        FNMA-Inability
                          to sell property

                      
	
                        013

                      	
                        FNMA-Inability
                          to rent property

                      
	
                        014

                      	
                        FNMA-Military
                          Service

                      
	
                        015

                      	
                        FNMA-Other

                      
	
                        016

                      	
                        FNMA-Unemployment

                      
	
                        017

                      	
                        FNMA-Business
                          failure

                      
	
                        019

                      	
                        FNMA-Casualty
                          loss

                      
	
                        022

                      	
                        FNMA-Energy
                          environment costs

                      
	
                        023

                      	
                        FNMA-Servicing
                          problems

                      
	
                        026

                      	
                        FNMA-Payment
                          adjustment

                      
	
                        027

                      	
                        FNMA-Payment
                          dispute

                      
	
                        029

                      	
                        FNMA-Transfer
                          of ownership pending

                      
	
                        030

                      	
                        FNMA-Fraud

                      
	
                        031

                      	
                        FNMA-Unable
                          to contact borrower

                      
	
                        INC

                      	
                        FNMA-Incarceration

                      


              

              



              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              


              Standard
                File Codes - Delinquency Reporting, Continued

              


               

              The
                FNMA
                Delinquent Status Code
                field
                should show the Status of Default as follows: 

              


              
                	
                        Status
                          Code

                      	
                        Status
                          Description

                      
	
                        09

                      	
                        Forbearance

                      
	
                        17

                      	
                        Pre-foreclosure
                          Sale Closing Plan Accepted

                      
	
                        24

                      	
                        Government
                          Seizure

                      
	
                        26

                      	
                        Refinance

                      
	
                        27

                      	
                        Assumption

                      
	
                        28

                      	
                        Modification

                      
	
                        29

                      	
                        Charge-Off

                      
	
                        30

                      	
                        Third
                          Party Sale

                      
	
                        31

                      	
                        Probate

                      
	
                        32

                      	
                        Military
                          Indulgence

                      
	
                        43

                      	
                        Foreclosure
                          Started

                      
	
                        44

                      	
                        Deed-in-Lieu
                          Started

                      
	
                        49

                      	
                        Assignment
                          Completed

                      
	
                        61

                      	
                        Second
                          Lien Considerations

                      
	
                        62

                      	
                        Veteran’s
                          Affairs-No Bid

                      
	
                        63

                      	
                        Veteran’s
                          Affairs-Refund

                      
	
                        64

                      	
                        Veteran’s
                          Affairs-Buydown

                      
	
                        65

                      	
                        Chapter
                          7 Bankruptcy

                      
	
                        66

                      	
                        Chapter
                          11 Bankruptcy

                      
	
                        67

                      	
                        Chapter
                          13 Bankruptcy

                      


              

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              EXHIBIT
                R-2

              MONTHLY
                REMITTANCE ADVICE

              
                	
                        Column
                          Name

                      	
                        Description

                      	
                        Decimal

                      	
                        Format
                          Comment

                      	
                        Max
                          Size

                      
	
                        SER_INVESTOR_NBR

                      	
                        A
                          value assigned by the Servicer to define a group of loans.

                      	
                         

                      	
                        Text
                          up to 10 digits

                      	
                        20

                      
	
                        LOAN_NBR

                      	
                        A
                          unique identifier assigned to each loan by the investor.

                      	
                         

                      	
                        Text
                          up to 10 digits

                      	
                        10

                      
	
                        SERVICER_LOAN_NBR

                      	
                        A
                          unique number assigned to a loan by the Servicer. This
                          may be different
                          than the LOAN_NBR.

                      	
                         

                      	
                        Text
                          up to 10 digits

                      	
                        10

                      
	
                        BORROWER_NAME

                      	
                        The
                          borrower name as received in the file. It is not separated
                          by first and
                          last name.

                      	
                         

                      	
                        Maximum
                          length of 30 (Last, First)

                      	
                        30

                      
	
                        SCHED_PAY_AMT

                      	
                        Scheduled
                          monthly principal and scheduled interest payment that a
                          borrower is
                          expected to pay, P&I constant.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        NOTE_INT_RATE

                      	
                        The
                          loan interest rate as reported by the Servicer.

                      	
                        4

                      	
                        Max
                          length of 6

                      	
                        6

                      
	
                        NET_INT_RATE

                      	
                        The
                          loan gross interest rate less the service fee rate as reported
                          by the
                          Servicer.

                      	
                        4

                      	
                        Max
                          length of 6

                      	
                        6

                      
	
                        SERV_FEE_RATE

                      	
                        The
                          servicer's fee rate for a loan as reported by the Servicer.
                          

                      	
                        4

                      	
                        Max
                          length of 6

                      	
                        6

                      
	
                        SERV_FEE_AMT

                      	
                        The
                          servicer's fee amount for a loan as reported by the Servicer.
                          

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        NEW_PAY_AMT

                      	
                        The
                          new loan payment amount as reported by the Servicer. 

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        NEW_LOAN_RATE

                      	
                        The
                          new loan rate as reported by the Servicer. 

                      	
                        4

                      	
                        Max
                          length of 6

                      	
                        6

                      
	
                        ARM_INDEX_RATE

                      	
                        The
                          index the Servicer is using to calculate a forecasted
                          rate.

                      	
                        4

                      	
                        Max
                          length of 6

                      	
                        6

                      
	
                        ACTL_BEG_PRIN_BAL

                      	
                        The
                          borrower's actual principal balance at the beginning of
                          the processing
                          cycle.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        ACTL_END_PRIN_BAL

                      	
                        The
                          borrower's actual principal balance at the end of the processing
                          cycle.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        BORR_NEXT_PAY_DUE_DATE

                      	
                        The
                          date at the end of processing cycle that the borrower's
                          next payment is
                          due to the Servicer, as reported by Servicer.

                      	
                         

                      	
                        MM/DD/YYYY

                      	
                        10

                      
	
                        SERV_CURT_AMT_1

                      	
                        The
                          first curtailment amount to be applied.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        SERV_CURT_DATE_1

                      	
                        The
                          curtailment date associated with the first curtailment
                          amount.
                          

                      	
                         

                      	
                        MM/DD/YYYY

                      	
                        10

                      
	
                        CURT_ADJ_
                          AMT_1

                      	
                        The
                          curtailment interest on the first curtailment amount, if
                          applicable.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        SERV_CURT_AMT_2

                      	
                        The
                          second curtailment amount to be applied.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        SERV_CURT_DATE_2

                      	
                        The
                          curtailment date associated with the second curtailment
                          amount.

                      	
                         

                      	
                        MM/DD/YYYY

                      	
                        10

                      
	
                        CURT_ADJ_
                          AMT_2

                      	
                        The
                          curtailment interest on the second curtailment amount,
                          if
                          applicable.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        SERV_CURT_AMT_3

                      	
                        The
                          third curtailment amount to be applied.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        SERV_CURT_DATE_3

                      	
                        The
                          curtailment date associated with the third curtailment
                          amount.

                      	
                         

                      	
                        MM/DD/YYYY

                      	
                        10

                      
	
                        CURT_ADJ_AMT_3

                      	
                        The
                          curtailment interest on the third curtailment amount, if
                          applicable.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        PIF_AMT

                      	
                        The
                          loan "paid in full" amount as reported by the Servicer.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        PIF_DATE

                      	
                        The
                          paid in full date as reported by the Servicer.

                      	
                         

                      	
                        MM/DD/YYYY

                      	
                        10

                      
	
                         

                      	
                         

                      	
                         

                      	
                        Action
                          Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                          65=Repurchase,70=REO 

                      	
                        2

                      
	
                        ACTION_CODE

                      	
                        The
                          standard FNMA numeric code used to indicate the default/delinquent
                          status
                          of a particular loan.

                      
	
                        INT_ADJ_AMT

                      	
                        The
                          amount of the interest adjustment as reported by the
                          Servicer.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        SOLDIER_SAILOR_ADJ_AMT

                      	
                        The
                          Soldier and Sailor Adjustment amount, if applicable.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        NON_ADV_LOAN_AMT

                      	
                        The
                          Non Recoverable Loan Amount, if applicable.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        LOAN_LOSS_AMT

                      	
                        The
                          amount the Servicer is passing as a loss, if applicable.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        SCHED_BEG_PRIN_BAL

                      	
                        The
                          scheduled outstanding principal amount due at the beginning
                          of the cycle
                          date to be passed through to investors.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        SCHED_END_PRIN_BAL

                      	
                        The
                          scheduled principal balance due to investors at the end
                          of a processing
                          cycle.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        SCHED_PRIN_AMT

                      	
                        The
                          scheduled principal amount as reported by the Servicer
                          for the current
                          cycle -- only applicable for Scheduled/Scheduled Loans.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        SCHED_NET_INT

                      	
                        The
                          scheduled gross interest amount less the service fee amount
                          for the
                          current cycle as reported by the Servicer -- only applicable
                          for
                          Scheduled/Scheduled Loans.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        ACTL_PRIN_AMT

                      	
                        The
                          actual principal amount collected by the Servicer for the
                          current
                          reporting cycle -- only applicable for Actual/Actual
                          Loans.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        ACTL_NET_INT

                      	
                        The
                          actual gross interest amount less the service fee amount
                          for the current
                          reporting cycle as reported by the Servicer -- only applicable
                          for
                          Actual/Actual Loans.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        PREPAY_PENALTY_
                          AMT

                      	
                        The
                          penalty amount received when a borrower prepays on his
                          loan as reported by
                          the Servicer. 

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                        PREPAY_PENALTY_
                          WAIVED

                      	
                        The
                          prepayment penalty amount for the loan waived by the
                          servicer.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      
	
                         

                      	
                         

                      	
                         

                      	
                         

                      	
                         

                      
	
                        MOD_DATE

                      	
                        The
                          Effective Payment Date of the Modification for the loan.

                      	
                         

                      	
                        MM/DD/YYYY

                      	
                        10

                      
	
                        MOD_TYPE

                      	
                        The
                          Modification Type.

                      	
                         

                      	
                        Varchar
                          - value can be alpha or numeric

                      	
                        30

                      
	
                        DELINQ_P&I_ADVANCE_AMT

                      	
                        The
                          current outstanding principal and interest advances made
                          by
                          Servicer.

                      	
                        2

                      	
                        No
                          commas(,) or dollar signs ($)

                      	
                        11

                      


              

              


               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               


              EXHIBIT
                R-3

              FORM
                OF REALIZED LOSS REPORT

              


              Exhibit
                : Calculation
                of Realized Loss/Gain Form 332- Instruction Sheet

              NOTE:
                Do not net or combine items. Show all expenses individually and all
                credits as
                separate line items. Claim packages are due on the remittance report
                date. Late
                submissions may result in claims not being passed until the following
                month. The
                Servicer is responsible to remit all funds pending loss approval
                and /or
                resolution of any disputed items. 

              2.  

               

              3.  The
                numbers on the 332 form correspond with the numbers listed below.

               

              Liquidation
                and Acquisition Expenses:

               

              1.          
                 The
                Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                an
                Amortization Schedule from date of default through liquidation breaking
                out the
                net interest and servicing fees advanced is required.


               

              2.           
                 The
                Total
                Interest Due less the aggregate amount of servicing fee that would
                have been
                earned if all delinquent payments had been made as agreed. For documentation,
                an
                Amortization Schedule from date of default through liquidation breaking
                out the
                net interest and servicing fees advanced is required.

               

              3.           
                 Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage Loan
                as calculated on a monthly basis. For documentation, an Amortization
                Schedule
                from date of default through liquidation breaking out the net interest
                and
                servicing fees advanced is required.

               

              4-12.     
                 Complete
                as applicable. Required documentation:

               

              *
                For
                taxes and insurance advances - see page 2 of 332 form - breakdown
                required
                showing period of coverage, base tax, interest, penalty. Advances
                prior to
                default require evidence of servicer efforts to recover advances.

               

              *
                For
                escrow advances - complete payment history 

               

              (to
                calculate advances from last positive escrow balance forward)

               

              *
                Other
                expenses -  copies of corporate advance history showing all payments


               

              *
                REO
                repairs > $1500 require explanation

               

              *
                REO
                repairs >$3000 require evidence of at least 2 bids.

               

              *
                Short
                Sale or Charge Off require P&L supporting the decision and WFB’s approved
                Servicing Officer certification 

               

              *
                Unusual
                or extraordinary items may require further documentation. 

               

              13.  The
                total
                of lines 1 through 12.

               

              4.      
                  Credits:
                

               

              14-21.    
                 Complete
                as applicable. Required documentation:

               

              *
                Copy of
                the HUD 1 from the REO sale. If a 3rd
                Party
                Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds
                Breakdown.

               

              *
                Copy of
                EOB for any MI or gov't guarantee 

               

              *
                All
                other credits need to be clearly defined on the 332
                form      
     

               

              
                	 	
                        22.

                      	
                        The
                          total of lines 14 through 21.

                      


              

               

              Please
                Note: For
                HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
                (18b) for Part
                B/Supplemental proceeds.

               

              Total
                Realized Loss (or Amount of Any Gain)

               

              23.          
                 The
                total
                derived from subtracting line 22 from 13. If the amount represents
                a realized
                gain, show
                the
                amount in parenthesis ( ). 


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              Exhibit
                3A: Calculation
                of Realized Loss/Gain Form 332


               

              Prepared
                by: __________________   Date:
                _______________

               

              Phone:
                ______________________ Email Address:_____________________

              


               

              
                	
                        Servicer
                          Loan No.

                      	
                         

                      	
                        Servicer
                          Name

                      	
                         

                      	
                        Servicer
                          Address 

                         

                      


              

               

              WELLS
                FARGO BANK, N.A. Loan No._____________________________

               

              Borrower's
                Name: _________________________________________________________

              Property
                Address: _________________________________________________________

               

               

              Liquidation
                Type: REO Sale  
                3rd
                Party Sale  Short
                Sale Charge
                Off 

               

              Was
                this loan granted a Bankruptcy deficiency or cramdown  Yes    
                 
                No

               

              If
“Yes”,
                provide deficiency or cramdown amount
                _______________________________

               

              
                Liquidation
                  and Acquisition
                  Expenses:

                

                  
                    	
                            (1)

                          	
                            Actual
                              Unpaid Principal Balance of Mortgage Loan

                          	
                             

                          	$	 	
                            (1)

                          
	
                            (2)

                          	
                            Interest
                              accrued at Net Rate

                          	 	
                             

                          	 	
                            (2)

                          
	
                            (3)

                          	
                            Accrued
                              Servicing Fees

                          	 	
                             

                          	 	
                            (3)

                          
	
                            (4)

                          	
                            Attorney's
                              Fees

                          	 	
                             

                          	 	
                            (4)

                          
	
                            (5)

                          	
                            Taxes
                              (see page 2)

                          	 	
                             

                          	 	
                            (5)

                          
	
                            (6)

                          	
                            Property
                              Maintenance

                          	 	 	 	
                             

                          	 	
                            (6)

                          
	
                            (7)

                          	
                            MI/Hazard
                              Insurance Premiums (see page 2)

                          	
                             

                          	 	 	
                            (7)

                          
	
                            (8)

                          	
                            Utility
                              Expenses

                          	 	 	 	
                             

                          	 	
                            (8)

                          
	
                            (9)

                          	
                            Appraisal/BPO

                          	 	 	 	
                             

                          	 	
                            (9)

                          
	
                            (10)

                          	
                            Property
                              Inspections

                          	 	 	 	
                             

                          	 	
                            (10)

                          
	
                            (11)

                          	
                            FC
                              Costs/Other Legal Expenses

                          	 	 	 	
                            (11)

                          
	
                            (12)

                          	
                            Other
                              (itemize)

                          	 	 	 	
                             

                          	 	
                            (12)

                          
	 	 	
                            Cash
                              for Keys

                          	 	
                             

                          	 	 	
                            (12)

                          
	 	 	
                            HOA/Condo
                              Fees

                          	 	
                             

                          	 	 	
                            (12)

                          
	 	 	
                             

                          	 	
                             

                          	 	 	
                            (12)

                          
	 	 	 	 	 	 	 	 
	 	 	
                            Total
                              Expenses

                          	 	 	$	 	
                            
                              (13)

                            

                          
	
                            Credits:

                          	 	 	 	 	 	 	 
	
                            (14)

                          	
                            Escrow
                              Balance

                          	 	 	 	
                            $
                              

                          	 	
                            (14)

                          
	
                            (15)

                          	
                            HIP
                              Refund

                          	 	 	 	 	 	
                            
                              (15)

                            

                          
	
                            (16)

                          	
                            Rental
                              Receipts

                          	 	 	 	
                             

                          	 	
                            (16)

                          
	
                            (17)

                          	
                            Hazard
                              Loss Proceeds

                          	 	 	 	
                             

                          	 	
                            (17)

                          
	
                            (18)

                          	
                            Primary
                              Mortgage Insurance / Gov’t Insurance

                          	
                             

                          	 	 	(18a)

	
                            HUD
                              Part A

                          	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                            HUD
                              Part B

                          	 	 	 	 	 	(18b)
	
                            (19)

                          	
                            Pool
                              Insurance Proceeds

                          	 	 	 	
                             

                          	 	
                            (19)

                          
	
                            (20)

                          	
                            Proceeds
                              from Sale of Acquired Property

                          	
                             

                          	 	 	
                            (20)

                          
	
                            (21)

                          	
                            Other
                              (itemize)

                          	 	 	 	
                             

                          	 	
                            (21)

                          
	 	
                             

                          	 	
                             

                          	
                             

                          	 	 	
                            (21)

                          
	 	 	 	 	 	 	 	 
	 	
                            Total
                              Credits

                          	 	 	 	
                            $

                          	 	
                            (22)

                          
	
                            Total
                              Realized Loss (or Amount of Gain)

                          	
                             

                          	
                             

                          	
                            $

                          	 	
                            (23)

                          


                  

                

              

               

               

              


              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              


              Escrow
                Disbursement Detail

              


              


              
                	
                        Type

                        (Tax
                          /Ins.)

                      	
                        Date
                          Paid

                      	
                        Period
                          of Coverage

                      	
                        Total
                          Paid

                      	
                        Base
                          Amount

                      	
                        Penalties

                      	
                        Interest

                      
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


              

              
 

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              


               


              SCHEDULE
                1

               

              MORTGAGE
                LOAN SCHEDULE

               

              [AVAILABLE
                UPON REQUEST]

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              


               


              SCHEDULE
                2

               

              PREPAYMENT
                CHARGE SCHEDULE

               

              [AVAILABLE
                UPON REQUEST]