Unassociated Document


    
      
        

      

GREENWICH
      CAPITAL ACCEPTANCE, INC.,

    Depositor

    


    MORTGAGEIT,
      INC.,

    Seller

    


    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer and

    Securities
      Administrator

    


    and

    


    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee
      and Custodian

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of February 1, 2006

     

    __________________________________

     

    MortgageIT
      Trust 2006-1

    Mortgage
      Pass-Through Certificates, Series 2006-1

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Table
      of Contents

    

      
        	 	
                Page

              
	
                ARTICLE
                  I DEFINITIONS; DECLARATION OF TRUST

              	
                7

              
	 	 
	
                SECTION
                  1.01. Defined Terms.

              	
                7

              
	
                SECTION
                  1.02. Accounting.

              	
                58

              
	 	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

              	
                58

              
	 	 
	
                SECTION
                  2.01. Conveyance of Mortgage Loans.

              	
                58

              
	
                SECTION
                  2.02. Acceptance by Trustee.

              	
                61

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

              	
                63

              
	
                SECTION
                  2.04. Representations and Warranties of the Seller with Respect
                  to the
                  Mortgage Loans.

              	
                66

              
	
                SECTION
                  2.05. [Reserved].

              	
                67

              
	
                SECTION
                  2.06. Representations and Warranties of the Depositor.

              	
                67

              
	
                SECTION
                  2.07. Issuance of Certificates.

              	
                68

              
	
                SECTION
                  2.08. Representations and Warranties of the Seller.

              	
                68

              
	
                SECTION
                  2.09. Covenants of the Seller.

              	
                70

              
	 	 
	
                ARTICLE
                  III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

              	
                70

              
	 	 
	
                SECTION
                  3.01. Master Servicer to Service and Administer the Mortgage
                  Loans.

              	
                70

              
	
                SECTION
                  3.02. REMIC-Related Covenants.

              	
                72

              
	
                SECTION
                  3.03. Monitoring of Servicers.

              	
                72

              
	
                SECTION
                  3.04. Fidelity Bond.

              	
                73

              
	
                SECTION
                  3.05. Power to Act; Procedures.

              	
                73

              
	
                SECTION
                  3.06. Due-on-Sale Clauses; Assumption Agreements.

              	
                74

              
	
                SECTION
                  3.07. Release of Mortgage Files.

              	
                74

              
	
                SECTION
                  3.08. Documents, Records and Funds in Possession of Master Servicer
                  To Be
                  Held for Trust Fund.

              	
                75

              
	
                SECTION
                  3.09. Standard Hazard Insurance and Flood Insurance
                  Policies.

              	
                76

              
	
                SECTION
                  3.10. Presentment of Claims and Collection of Proceeds.

              	
                77

              
	
                SECTION
                  3.11. Maintenance of the Primary Insurance Policies.

              	
                77

              
	
                SECTION
                  3.12. Trustee to Retain Possession of Certain Insurance Policies
                  and
                  Documents.

              	
                77

              
	
                SECTION
                  3.13. Realization Upon Defaulted Mortgage Loans.

              	
                78

              
	
                SECTION
                  3.14. Additional Compensation to the Master Servicer.

              	
                78

              
	
                SECTION
                  3.15. REO Property.

              	
                78

              
	
                SECTION
                  3.16. Assessments of Compliance and Attestation Reports.

              	
                79

              
	
                SECTION
                  3.17. Annual Compliance Statement.

              	
                81

              
	
                SECTION
                  3.18. Sarbanes-Oxley Certification.

              	
                82

              
	
                SECTION
                  3.19. Reports Filed with Securities and Exchange
                  Commission.

              	
                82

              
	
                SECTION
                  3.20. Additional Information.

              	
                87

              
	
                SECTION
                  3.21. Intention of the Parties and Interpretation.

              	
                87

              
	
                SECTION
                  3.22. Indemnification.

              	
                88

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  3.23. Amendments to Master Servicing Guide.

              	
                88

              
	
                SECTION
                  3.24. Special Foreclosure Rights.

              	
                89

              
	
                SECTION
                  3.25. Optional Purchases of Defaulted Mortgage Loans.

              	
                92

              
	
                SECTION
                  3.26. Realization upon Troubled Mortgage Loans.

              	
                92

              
	
                SECTION
                  3.27. Closing Certificate and Opinion.

              	
                93

              
	
                SECTION
                  3.28. Liabilities of the Master Servicer.

              	
                93

              
	
                SECTION
                  3.29. Merger or Consolidation of the Master Servicer.

              	
                93

              
	
                SECTION
                  3.30. Indemnification of the Trustee, the Master Servicer and the
                  Securities Administrator.

              	
                93

              
	
                SECTION
                  3.31. Limitations on Liability of the Master Servicer and Others;
                  Indemnification of Trustee and Others.

              	
                94

              
	
                SECTION
                  3.32. Master Servicer Not to Resign.

              	
                95

              
	
                SECTION
                  3.33. Successor Master Servicer.

              	
                96

              
	
                SECTION
                  3.34. Sale and Assignment of Master Servicing.

              	
                96

              
	
                SECTION
                  3.35. Reporting Requirements of the Commission.

              	
                96

              
	 	 
	
                ARTICLE
                  IV ACCOUNTS

              	
                97

              
	 	 
	
                SECTION
                  4.01. Servicing Accounts.

              	
                97

              
	
                SECTION
                  4.02. Distribution Account.

              	
                98

              
	
                SECTION
                  4.03. Permitted Withdrawals and Transfers from the Distribution
                  Account.

              	
                100

              
	
                SECTION
                  4.04. Yield Maintenance Account.

              	
                102

              
	
                SECTION
                  4.05. [Reserved].

              	
                104

              
	 	 
	
                ARTICLE
                  V FLOW OF FUNDS

              	
                104

              
	 	 
	
                SECTION
                  5.01. Distributions.

              	
                104

              
	
                SECTION
                  5.02. Allocation of Net Deferred Interest.

              	
                111

              
	
                SECTION
                  5.03. Allocation of Realized Losses.

              	
                112

              
	
                SECTION
                  5.04. Statements.

              	
                113

              
	
                SECTION
                  5.05. Remittance Reports; Advances.

              	
                117

              
	
                SECTION
                  5.06. Compensating Interest Payments.

              	
                117

              
	
                SECTION
                  5.07. Basis Risk Reserve Fund.

              	
                117

              
	
                SECTION
                  5.08. Recoveries.

              	
                121

              
	 	 
	
                ARTICLE
                  VI THE CERTIFICATES

              	
                122

              
	 	 
	
                SECTION
                  6.01. The Certificates.

              	
                122

              
	
                SECTION
                  6.02. Registration of Transfer and Exchange of
                  Certificates.

              	
                123

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

              	
                131

              
	
                SECTION
                  6.04. Persons Deemed Owners.

              	
                131

              
	
                SECTION
                  6.05. Appointment of Paying Agent.

              	
                131

              
	 	 
	
                ARTICLE
                  VII DEFAULT

              	
                132

              
	 	 
	
                SECTION
                  7.01. Event of Default.

              	
                132

              
	
                SECTION
                  7.02. Trustee to Act.

              	
                134

              
	
                SECTION
                  7.03. Waiver of Event of Default.

              	
                135

              
	
                SECTION
                  7.04. Notification to Certificateholders.

              	
                135

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              	
                136

              
	 	 
	
                SECTION
                  8.01. Duties of Trustee and Securities Administrator.

              	
                136

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

              	
                137

              
	
                SECTION
                  8.03. Trustee and the Securities Administrator Not Liable for Certificates
                  or Mortgage Loans.

              	
                139

              
	
                SECTION
                  8.04. Trustee, Custodian, Master Servicer and Securities Administrator
                  May
                  Own Certificates.

              	
                140

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

              	
                140

              
	
                SECTION
                  8.06. Eligibility Requirements for Trustee and Securities
                  Administrator.

              	
                141

              
	
                SECTION
                  8.07. Resignation or Removal of Trustee and Securities
                  Administrator.

              	
                141

              
	
                SECTION
                  8.08. Successor Trustee and Successor Securities
                  Administrator.

              	
                142

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

              	
                143

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

              	
                143

              
	
                SECTION
                  8.11. Limitation of Liability.

              	
                144

              
	
                SECTION
                  8.12. Trustee May Enforce Claims Without Possession of
                  Certificates.

              	
                144

              
	
                SECTION
                  8.13. Suits for Enforcement.

              	
                145

              
	
                SECTION
                  8.14. Waiver of Bond Requirement.

              	
                146

              
	
                SECTION
                  8.15. Waiver of Inventory, Accounting and Appraisal
                  Requirement.

              	
                146

              
	
                SECTION
                  8.16. Appointment of Custodians.

              	
                146

              
	 	 
	
                ARTICLE
                  IX REMIC ADMINISTRATION

              	
                146

              
	 	 
	
                SECTION
                  9.01. REMIC Administration.

              	
                146

              
	
                SECTION
                  9.02. Prohibited Transactions and Activities.

              	
                149

              
	 	 
	
                ARTICLE
                  X TERMINATION

              	
                149

              
	 	 
	
                SECTION
                  10.01. Termination.

              	
                149

              
	
                SECTION
                  10.02. Additional Termination Requirements.

              	
                151

              
	 	 
	
                ARTICLE
                  XI DISPOSITION OF TRUST FUND ASSETS

              	
                151

              
	 	 
	
                SECTION
                  11.01. Disposition of Trust Fund Assets.

              	
                151

              
	 	 
	
                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

              	
                151

              
	 	 
	
                SECTION
                  12.01. Amendment.

              	
                151

              
	
                SECTION
                  12.02. Recordation of Agreement; Counterparts.

              	
                153

              
	
                SECTION
                  12.03. Limitation on Rights of Certificateholders.

              	
                153

              
	
                SECTION
                  12.04. Governing Law; Jurisdiction.

              	
                154

              
	
                SECTION
                  12.05. Notices.

              	
                154

              
	
                SECTION
                  12.06. Severability of Provisions.

              	
                155

              
	
                SECTION
                  12.07. Article and Section References.

              	
                155

              
	
                SECTION
                  12.08. Notice to the Rating Agencies.

              	
                155

              
	
                SECTION
                  12.09. Further Assurances.

              	
                156

              
	
                SECTION
                  12.10. Benefits of Agreement.

              	
                156

              
	
                SECTION
                  12.11. Acts of Certificateholders.

              	
                156

              
	
                SECTION
                  12.12. Successors and Assigns.

              	
                157

              
	
                SECTION
                  12.13. Derivative Transactions.

              	
                157

              


      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  12.14. Provision of Information.

              	
                158

              


      

    

     

    
      
        	
                Exhibit
                  A

              	
                Form
                  of Senior Certificate

              	
                A

              
	
                Exhibit
                  B-1

              	
                Form
                  of Class A-R Certificate

              	
                B-1

              
	
                Exhibit
                  B-2

              	
                Form
                  of Class P Certificate

              	
                B-2

              
	
                Exhibit
                  C-1

              	
                Form
                  of Class PO Certificate

              	
                C-1

              
	
                Exhibit
                  C-2

              	
                Form
                  of Class X Certificate

              	
                C-2

              
	
                Exhibit
                  D-1

              	
                Form
                  of Subordinate Certificate

              	
                D-1

              
	
                Exhibit
                  D-2

              	
                Form
                  of Subordinate Certificate (Rule 144A)

              	
                D-2

              
	
                Exhibit
                  D-3

              	
                Form
                  of Subordinate Certificate (Regulation S)

              	
                D-3

              
	
                Exhibit
                  E

              	
                Form
                  of Reverse of the Certificates

              	
                E

              
	
                Exhibit
                  F

              	
                Request
                  for Release

              	
                F

              
	
                Exhibit
                  G-1

              	
                Form
                  of Receipt of Mortgage Note

              	
                G-1

              
	
                Exhibit
                  G-2

              	
                Form
                  of Interim Certificate of Trustee

              	
                G-2

              
	
                Exhibit
                  G-3

              	
                Form
                  of Final Certification of Trustee

              	
                G-3

              
	
                Exhibit
                  H

              	
                Form
                  of Lost Note Affidavit

              	
                H

              
	
                Exhibit
                  I-1

              	
                Form
                  of ERISA Representation for Residual Certificates

              	
                I-1

              
	
                Exhibit
                  I-2

              	
                Form
                  of ERISA Representation

              	
                I-2

              
	
                Exhibit
                  J-1

              	
                Form
                  of Investment Letter [Non-Rule 144A]

              	
                J-1

              
	
                Exhibit
                  J-2

              	
                Form
                  of Rule 144A Investment Letter

              	
                J-2

              
	
                Exhibit
                  K

              	
                Form
                  of Transferor Certificate

              	
                K

              
	
                Exhibit
                  L

              	
                Transfer
                  Affidavit for Residual Certificate Pursuant to Section
                  6.02(e)

              	
                L

              
	
                Exhibit
                  M

              	
                Form
                  of Sarbanes-Oxley Certification

              	
                M

              
	
                Exhibit
                  N

              	
                List
                  of Servicers and Servicing Agreements

              	
                N

              
	
                Exhibit
                  O

              	
                Transaction
                  Parties

              	
                O

              
	
                Exhibit
                  P

              	
                [Reserved]

              	
                P

              
	
                Exhibit
                  Q

              	
                Servicing
                  Criteria

              	
                Q

              
	
                Exhibit
                  R

              	
                Additional
                  Form 10-D Disclosure

              	
                R

              
	
                Exhibit
                  S

              	
                Additional
                  Form 10-K Disclosure

              	
                S

              
	
                Exhibit
                  T

              	
                Additional
                  Form 8-K Disclosure

              	
                T

              
	
                Exhibit
                  U

              	
                Additional
                  Disclosure Notification

              	
                U

              
	
                 

              	 	 
	
                Schedule
                  I

              	
                Mortgage
                  Loan Schedule

              	 
	
                Schedule
                  II

              	
                Converted
                  Mortgage Loan Schedule

              	 
	
                Schedule
                  III

              	
                Modified
                  Mortgage Loan Schedule

              	 


      

    

    
       

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    



    This
      Pooling and Servicing Agreement is dated as of February 1, 2006 (the
“Agreement”),
      among
      GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation, as depositor (the
      “Depositor”),
      MORTGAGEIT, INC., a New York corporation, as seller (the “Seller”),
      WELLS
      FARGO BANK, N.A., a national banking association, as master servicer (in such
      capacity, the “Master
      Servicer”)
      and as
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee
      and custodian (the “Trustee”).

     

    PRELIMINARY
      STATEMENT:

     

    Through
      this Agreement, the Depositor intends to cause the issuance and sale of the
      MortgageIT Mortgage Loan Trust 2006-1 Mortgage Loan Pass-Through Certificates,
      Series 2006-1 (the “Certificates”)
      representing in the aggregate the entire beneficial ownership of the Trust
      Fund,
      the primary assets of which are the Mortgage Loans (as defined
      below).

     

    The
      Depositor intends to sell the Certificates, to be issued hereunder in multiple
      classes, which in the aggregate will evidence the entire beneficial ownership
      interest in the Trust Fund. The Certificates will consist of twenty-five classes
      of certificates, designated as (i) the Class 1-A1 Certificates, (ii) the Class
      1-A2 Certificates, (iii) the Class 1-X Certificates, (iv) the Class A-R
      Certificate, (v) the Class 1-B1 Certificates, (vi) the Class 1-B2 Certificates,
      (vii) the Class 1-B3 Certificates, (viii) the Class 1-B4 Certificates, (ix)
      the
      Class 1-B5 Certificates, (x) the Class 1-B6 Certificates, (xi) the Class 1-P
      Certificates, (xii) the Class 2-A1A Certificates, (xiii) the Class 2-A1B
      Certificates, (xiv) the Class 2-A1C Certificates, (xv) the Class 2-X
      Certificates, (xvi) the Class 2-X-B Certificates, (xvii) the Class 2-PO
      Certificates, (xviii) the Class 2-PO-B Certificates, (xix) the Class 2-B1
      Certificates, (xx) the Class 2-B2 Certificates, (xxi) the Class 2-B3
      Certificates, (xxii) the Class 2-B4 Certificates, (xxiii) the Class 2-B5
      Certificates, (xxiv) the Class 2-B6 Certificates and (xxv) the Class 2-P
      Certificates.

     

    For
      federal income tax purposes, the Trust Fund (exclusive of the assets held in
      the
      Basis Risk Reserve Funds, the Yield Maintenance Agreements, the Yield
      Maintenance Account (collectively, the “Excluded
      Trust Assets”))
      comprises two REMICs in a tiered REMIC structure - the “Lower-Tier
      REMIC”
and
      the
“Upper
      Tier REMIC”.
      Each
      Certificate, other than the Class A-R Certificate, shall represent ownership
      of
      a regular interest in the Upper-Tier REMIC, as described herein. In addition,
      the Class 1-A1, Class 1-A2, Class 1-B1, Class 1-B2, Class 2-A1A, Class 2-A1B,
      Class 2-A1C and the Group 2 Subordinate Certificates represent the right to
      receive payments in respect of Basis Risk Shortfalls from the Group 1 Basis
      Risk
      Reserve Fund, Group 2-A Basis Risk Reserve Fund and the Group 2-B Basis Risk
      Reserve Fund, as applicable, as provided in Section 5.08, and the Class 1-A1,
      Class 1-A2, Class 1-B1, Class 1-B2, Class 2-A1A, Class 2-A1B, and Class 2-A1C
      Certificates represent the right to receive payments in respect of Basis Risk
      Shortfalls from the Yield Maintenance Account as provided in Section 4.04.
      The
      owners of the Class 1-X Certificates beneficially own the Group 1 Basis Risk
      Reserve Fund and the portion of the Yield Maintenance Account related to Group
      1. The owners of the Class 2-X Certificates beneficially own the Group 2-A
      Basis
      Risk Reserve Fund and the portion of the Yield Maintenance Account related
      to
      Group 2. The owners of the Class 2-X-B Certificates beneficially own the Group
      2-B Basis Risk Reserve Fund. The Class A-R Certificate represents the sole
      class
      of residual interest in each REMIC.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    The
      Lower-Tier REMIC will hold as its assets all of the assets constituting the
      Trust Fund (exclusive of the Excluded Trust Assets) and will issue interests
      (the “Lower-Tier
      Regular Interests”)
      (which
      will be uncertificated and will represent the regular interests in the
      Lower-Tier REMIC) and a residual interest (the “Class LT-R Interest”) which will
      also be uncertificated and which will represent the sole class of residual
      interest in the Lower-Tier REMIC. The Trustee will hold the Lower-Tier Regular
      Interests as assets of the Upper-Tier REMIC. 

     

    For
      purposes of the REMIC Provisions, the startup day for the Lower-Tier REMIC
      and
      the Upper-Tier REMIC is the Closing Date. All REMIC regular and residual
      interests created hereby will be retired on or before the Latest Possible
      Maturity Date.

     

    Lower-Tier
      REMIC

     

    The
      following table specifies the designation, interest rate, and initial principal
      amount for each interest in the Lower-Tier REMIC:

    

      
        	
                 

                Designation

              	 	
                 

                Interest
                  Rate

              	 	
                Initial
                  Principal

                Balance

              	 	
                Corresponding
                  Class of Certificate

              	 
	
                LT1-A1

              	 	 	
                (1)

              	 	
                $

              	
                44,735,500.00

              	 	 	
                Class-1-A1

              	 
	
                LT1-A2

              	 	 	
                (1)

              	 	
                $

              	
                70,761,750.00

              	 	 	
                Class
                  1-A2

              	 
	
                LT1-AR

              	 	 	
                (1)

              	 	
                $

              	
                25.00

              	 	 	
                Class
                  A-R

              	 
	
                LT1-B1

              	 	 	
                (1)

              	 	
                $

              	
                3,458,500.00

              	 	 	
                Class
                  1-B1

              	 
	
                LT1-B2

              	 	 	
                (1)

              	 	
                $

              	
                1,482,250.00

              	 	 	
                Class
                  1-B2

              	 
	
                LT1-B3

              	 	 	
                (1)

              	 	
                $

              	
                988,250.00

              	 	 	
                Class
                  1-B3

              	 
	
                LT1-B4

              	 	 	
                (1)

              	 	
                $

              	
                926,500.00

              	 	 	
                Class
                  1-B4

              	 
	
                LT1-B5

              	 	 	
                (1)

              	 	
                $

              	
                679,500.00

              	 	 	
                Class
                  1-B5

              	 
	
                LT1-B6

              	 	 	
                (1)

              	 	
                $

              	
                494,049.32

              	 	 	
                Class
                  1-B6

              	 
	
                LT1-SG-A1

              	 	 	
                (2)

              	 	
                $

              	
                47,720,986.35

              	 	 	
                N/A

              	 
	
                LT1-SC-A1

              	 	 	
                (2)

              	 	
                $

              	
                124,394.22

              	 	 	
                N/A

              	 
	
                LT1-SG-A2

              	 	 	
                (3)

              	 	
                $

              	
                75,484,175.99

              	 	 	
                N/A

              	 
	
                LT1-SC-A2

              	 	 	
                (3)

              	 	
                $

              	
                196,767.75

              	 	 	
                N/A

              	 
	
                LT1-Q

              	 	 	
                (1)

              	 	
                $

              	
                247,052,648.63

              	 	 	
                N/A

              	 
	
                LT2-A1A

              	 	 	
                (4)

              	 	
                $

              	
                71,421,000.00

              	 	 	
                Class
                  2-A1A

              	 
	
                LT2-A1B

              	 	 	
                (4)

              	 	
                $

              	
                29,758,750.00

              	 	 	
                Class
                  2-A1B

              	 
	
                LT2-A1C

              	 	 	
                (4)

              	 	
                $

              	
                17,855,250.00

              	 	 	
                Class
                  2-A1C

              	 
	
                LT2-AZ

              	 	 	
                (4)

              	 	
                $

              	
                2,380,700.00

              	 	 	
                N/A

              	 
	
                LT-2-AY

              	 	 	
                (4)

              	 	
                $

              	
                2,380,700.00

              	 	 	
                N/A

              	 
	
                LT2-AQ

              	 	 	
                (4)

              	 	
                $

              	
                114,273,650.00

              	 	 	
                N/A

              	 
	
                LT2-B1

              	 	 	
                (4)

              	 	
                $

              	
                4,554,000.00

              	 	 	
                Class
                  2-B1

              	 
	
                LT2-B2

              	 	 	
                (4)

              	 	
                $

              	
                2,081,500.00

              	 	 	
                Class
                  2-B2

              	 
	
                LT2-B3

              	 	 	
                (4)

              	 	
                $

              	
                1,301,000.00

              	 	 	
                Class
                  2-B3

              	 
	
                LT2-B4

              	 	 	
                (4)

              	 	
                $

              	
                1,301,000.00

              	 	 	
                Class
                  2-B4

              	 
	
                LT2-B5

              	 	 	
                (4)

              	 	
                $

              	
                1,040,500.00

              	 	 	
                Class
                  2-B5

              	 
	
                LT2-B6

              	 	 	
                (4)

              	 	
                $

              	
                780,597.04

              	 	 	
                Class
                  2-B6

              	 
	
                LT2-BZ

              	 	 	
                (4)

              	 	
                $

              	
                221,171.94

              	 	 	
                N/A

              	 
	
                LT2-BY

              	 	 	
                (4)

              	 	
                $

              	
                221,171.94

              	 	 	
                N/A

              	 
	
                LT2-BQ

              	 	 	
                (4)

              	 	
                $

              	
                10,616,303.16

              	 	 	
                N/A

              	 
	
                LT-R

              	 	 	
                (5)

              	 	 	
                (5)

              	 	 	
                N/A

              	 


      

    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    __________________

     

    
      	 	
              (1)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for each of these Lower-Tier Regular Interests shall equal the Group
                1 Net
                WAC.

            


    

     

    
      	 	
              (2)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for each of these Lower-Tier Regular Interests shall equal the Group
                1-A1
                Net WAC.

            


    

     

    
      	 	
              (3)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for each of these Lower-Tier Regular Interests shall equal the Group
                1-A2
                Net WAC.

            


    

     

    
      	 	
              (4)

            	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for each of these Lower-Tier Regular Interests shall equal the Group
                2 Net
                WAC.

            


    

     

    
      	 	
              (5)

            	
              The
                Class LT-R Interest does not have a principal balance and does not
                bear
                interest.

            


    

     

    On
      each
      Distribution Date, Available Funds for Loan Group 1 shall be distributed as
      principal on Lower-Tier Regular Interests having an “LT1” in their designation
      as follows: 

     

    
      	 	
              (i)

            	
              first,
                to the Class LT1-SC-A1 Interest until the principal balance of such
                Lower-Tier Regular Interest equals one percent of the Subordinate
                Component for Loan Subgroup 1-A1 for the next succeeding Distribution
                Date;

            


    

     

    
      	 	
              (ii)

            	
              second,
                to the Class LT1-SC-A2 Interest until the principal balance of such
                Lower-Tier Regular Interest equals one percent of the Subordinate
                Component for Loan Subgroup 1-A2 for the next succeeding Distribution
                Date;

            


    

     

    
      	 	
              (iii)

            	
              third,
                to the LT1-SC-A1 or the LT1-SC-A2 Interest the amount necessary to
                cause
                the ratio of the principal balance of the LT1-SC-A1 Interest to the
                principal balance of the LT1-SC-A2 Interest to equal the ratio of
                the
                Subordinate Component for Loan Subgroup 1-A1 to the Subordinate Component
                for Loan Subgroup 1-A2 for the immediately succeeding Distribution
                Date;

            


    

     

    (iv)
      fourth, to the Class LT1-SG-A1 and the Class LT1-SG-A2 Interests concurrently,
      as follows:

     

    (a) To
      the
      Class LT1-SG-A1 Interest until its principal balance equals the difference
      between (I) 25% of the Loan Subgroup Balance for Loan Subgroup 1-A1 for the
      next
      Distribution Date, minus (II) the principal balance of the Class LT1-SC-A1
      Interest on such Distribution Date, taking into account the distributions under
      priorities (i) and (iii) above; and 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


     

    (b) To
      the
      Class LT1-SG-A2 Interest until its principal balance equals the difference
      between (I) 25% of the Loan Subgroup Balance for Loan Subgroup 1-A2 for the
      next
      Distribution Date, minus (II) the principal balance of the Class LT1-SC-A2
      Interest on such Distribution Date, taking into account the distributions under
      priorities (ii) and (iii) above;

    


    
      	 	
              (v)

            	
              fifth,
                concurrently to the LT1-A1, LT1-A2, LT1-AR, LT1-B1, LT1-B2, LT1-B3,
                LT1-B4, LT1-B5, and LT1-B6 Interests until the principal balance
                of each
                such Lower-Tier Regular Interest equals 25% of the Class Principal
                Balance
                of the Corresponding Class of Certificates for immediately after
                such
                Distribution Date;

            


    

     

    (vi)
      sixth, to the LT1-Q Interest until its principal balance equals the excess,
      if
      any, of (I) the aggregate of the Class Principal Balances for the Group 1
      Certificates immediately after such Distribution Date over (II) the aggregate
      of
      the principal balances of the Lower-Tier Regular Interests having an “LT1” in
      their designation (other than the LT1-Q Interest) after taking into account
      distributions on such Distribution Date under priorities (i) through (v), above;
      and

     

    (vii)
      finally, to the Lower-Tier Regular Interests having an “LT1” in their
      designation, as distributions of interest at the interest rates shown in the
      table above.

     

    
      On
        each
        Distribution Date, Realized Losses attributable to principal with respect
        to
        Loan Group 1 shall each be allocated among the Lower-Tier Regular Interests
        having an “LT1” in their designation in the same manner that principal is
        distributed among such Lower-Tier Regular Interests. On
        each
        Distribution Date, Prepayment Penalty Amounts for such Distribution Date
        with
        respect to Loan Group 1 shall be distributed on the LT1-Q Interest.

       

    

    On
      each
      Distribution Date, Available Funds for Loan Group 2 shall be distributed as
      principal on Lower-Tier Regular Interests having an “LT2” in their designation
      as follows:

     

    (i)
      first, to the LT2-AZ, LT2-AY, LT2-BZ, and LT2-BY Interests in reduction of
      their
      principal balances as follows - 

     

    
      	
            	(a)	
              to
                the LT2-AZ Interest the amount, if any, required to reduce (I) the
                principal balance of the LT2-AZ Interest to the LT2-AZ Target Balance
                for
                such Distribution Date; 

            


    

    


    
      	
            	(b)	
              to
                the LT2-AY Interest the amount, if any, required to reduce (I) the
                principal balance of the LT2-AY Interest to the LT2-AY Target Balance
                for
                such Distribution Date,

            


    

    


    
      	
            	(c)	
              concurrently
                to the LT2-AZ and LT2-AY Interests in proportion to their principal
                balances, after taking into account distributions pursuant to priorities
                (a) and (b) above, until the sum of their principal balances equals
                2% of
                the aggregate of the Class Principal Balances of the Class 2-A1A,
                Class
                2-A1B, Class 2-A1C, and Class 2-PO Certificates immediately after
                such
                Distribution Date;

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    


    
      	
            	(d)	
              to
                the LT2-BZ Interests the amount, if any, required to reduce the principal
                balance of the LT2-BZ Interest to the LT2-BZ Target Balance for such
                Distribution Date; 

            


    

    


    
      	
            	(e)	
              to
                the LT2-BY Interests the amount, if any, required to reduce the principal
                balance of the LT2-BY Interest to the LT2-BY Target Balance for such
                Distribution Date; and 

            


    

     

    
      	
            	(f)	
              concurrently
                to the LT2-BZ and LT2-BY Interests in proportion to their principal
                balances, after taking into account distributions pursuant to priorities
                (a) and (b) above, until the sum of their principal balances equals
                2% of
                the aggregate of the Class Principal Balances of the Group 2 Subordinate
                Certificates and the Class 2-PO-B Certificates immediately after
                such
                Distribution Date;

            


    

    


    
      	
            	(ii)	
              second,
                concurrently to the LT2-A1A, LT2-A1B, LT2-A1C, LT2-B1, LT2-B2, LT2-B3,
                LT2-B4, LT2-B5, and LT2-B6 Interests until the principal balance
                of each
                such Lower-Tier Regular Interest equals 50% of the Class Principal
                Balance
                of the Corresponding Class of Certificates immediately after such
                Distribution Date;

            


    

    


    
      	
            	(iii)	
              third,
                concurrently to the LT2-AQ and the LT2-BQ Interests
                until;

            


    

    


    
      	
            	(a)	
              the
                principal balance of the LT2-AQ Interest equals the excess, if any,
                of (I)
                the aggregate of the Class Certificate Class Principal Balances of
                the
                Class 2-A1A, Class 2-A1B, Class 2-A1C, and Class 2-PO Certificates
                immediately after such Distribution Date over (II) the aggregate
                of the
                principal balances of the LT2-A1A, LT2-A1B, LT2-A1C, LT2-AZ, and
                LT2-AY
                Interests after taking into account distributions made pursuant to
                priorities (i) and(ii) on such Distribution Date: and
                

            


    

    


    
      	
            	(b)	
              the
                principal balance of the LT-BQ Interest equals the excess, if any,
                of the
                aggregate of the Class Principal Balances of the Subordinate Certificates
                and the Class 2-PO Certificates immediately after such Distribution
                Date
                over (b) the aggregate of the principal balances of the LT2-B1, LT2-B2,
                LT2-B3, LT2-B4, LT2-B5, LT2-B6, LT2-BZ, and LT2-BY Interests after
                taking
                into account the distributions made pursuant to priorities (i) and
                (ii)
                above on such Distribution Date;

            


    

    


    
      	
            	(iv)	
              finally,
                to the Lower-Tier Regular Interests having an “LT2” in their designation,
                as distributions of interest at the interest rates shown in the table
                above, provided,
                however,
                that any Net Deferred Interest will be allocated among and increase
                the
                principal balances of the Lower-Tier Regular Interests in the same
                order
                of priority in which principal is distributed among such Lower-Tier
                Regular Interests pursuant to priorities (i)(c)&(f), (ii), and (iii)
                above.

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      On
        any
        Distribution Date, after all distributions of Available Funds with respect
        to
        Loan Group 2, Realized Losses shall be allocated among the Lower-Tier Regular
        Interests in the same order of priority in which principal is distributed
        among
        such Lower-Tier Regular Interests pursuant to priorities (i) through (iii)
        above.
        On each
        Distribution Date, Prepayment Penalty Amounts for such Distribution Date
        with
        respect to Loan Group 2 shall be distributed on the LT2-AQ and LT2-BQ Interests
        in proportion to their respective principal balances immediately before such
        Distribution Date.

       

    

    Upper
      Tier REMIC

     

    The
      following table sets forth (or describes) the Class designation, Pass-Through
      Rate and Original Class Principal Balance for each Class of Certificates
      comprising one or more regular interests in the REMIC created hereunder, each
      of
      which, except for the Class A-R Certificate, is hereby designated a REMIC
      regular interest in the Upper Tier REMIC for purposes of the REMIC
      Provisions:

     

    

      
        	
                Class

              	 	
                Original
                  Class Certificated Principal Balance or

                Class
                  Notional Balance

              	 	
                Pass-Through
                  Rate

              	 
	   Class
                1-A1	 	$ 	
                178,942,000.00

              	 	 	 	(1)	 
	
                Class
                  1-A2

              	 	
                $

              	
                283,047,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  1-X

              	 	
                $

              	
                494,105,297.26
                  

              	 (Notional)(2)	 	 	
                (1)

              	 
	
                Class
                  A-R (8)

              	 	
                $

              	
                100.00

              	 	 	 	
                (1)

              	 
	
                Class
                  1-B1

              	 	
                $

              	
                13,834,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  1-B2

              	 	
                $

              	
                5,929,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  1-B3

              	 	
                $

              	
                3,953,000.00

              	 	 	 	
                (1)

              	
              
	
                Class
                  1-B4

              	 	
                $

              	
                3,706,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  1-B5

              	 	
                $

              	
                2,718,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  1-B6

              	 	
                $

              	
                1,976,197.26

              	 	 	 	
                (1)

              	 
	
                Class
                  1-P

              	 	
                $

              	
                50.00
                  

              	 (7) 	 	 	
                0.00

              	
                %

              
	
                Class
                  2-A1A

              	 	
                $

              	
                142,842,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  2-A1B

              	 	
                $

              	
                59,517,500.00

              	 	 	 	
                (1)

              	 
	
                Class
                  2-A1C

              	 	
                $

              	
                35,710,500.00

              	 	 	 	
                (1)

              	 
	
                Class
                  2-X

              	 	
                $

              	
                238,070,050.00
                  

              	 (Notional)(3) 	 	 	
                (1)

              	 
	
                Class
                  2-X-B

              	 	
                $

              	
                22,117,244.08
                  

              	 (Notional)(4) 	 	 	
                (1)

              	 
	
                Class
                  2-PO

              	 	
                $

              	
                50.00
                  

              	 (5) 	 	 	
                (1)

              	 
	
                Class
                  2-PO-B

              	 	
                $

              	
                50.00
                  

              	 (6) 	 	 	
                (1)

              	 
	
                Class
                  2-B1

              	 	
                $

              	
                9,108,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  2-B2

              	 	
                $

              	
                4,163,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  2-B3

              	 	
                $

              	
                2,602,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  2-B4

              	 	
                $

              	
                2,602,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  2-B5

              	 	
                $

              	
                2,081,000.00

              	 	 	 	
                (1)

              	 
	
                Class
                  2-B6

              	 	
                $

              	
                1,561,194.08

              	 	 	 	
                (1)

              	 
	
                Class
                  2-P

              	 	
                $

              	
                50.00
                  

              	 (7) 	 	 	
                0.00

              	
                %

              


      

    

     

    ____________

     

    
      	 	
              (1)

            	
              Calculated
                pursuant to the definition of “Pass-Through
                Rate.”

            


    

     

    
      	 	
              (2)

            	
              For
                purposes of the REMIC provisions, the Class 1-X Certificates shall
                accrue
                interest on a notional balance equal to the sum of the principal
                balances
                of the Lower-Tier Regular Interests having an “LT1” in their designation
                on the first day of the related Accrual Period . For purposes of
                the REMIC
                Provisions, interest shall accrue on the Class 1-X Certificate at
                a rate
                equal to the excess, if any, of (i) the Group 1 Net WAC over (ii)
                the
                Group 1 Adjusted Lower-Tier WAC. 

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              (3)

            	
              For
                purposes of the REMIC provisions, the Class 2-X Certificates shall
                accrue
                interest on a notional balance equal to the sum of the principal
                balances
                of the LT2-A1A,
                LT2-A1B, LT2-A1C, LT2-AZ, LT2-AY, and LT2-AQ Interests . For purposes
                of
                the REMIC Provisions, interest shall accrue on the Class 2-X Certificate
                at a rate equal to the excess, if any, of (i) the Group 2 Adjusted
                Net WAC
                over (ii) the Group 2A Adjusted Lower-Tier WAC.


            


    

     

    
      	 	
              (4)

            	
              For
                purposes of the REMIC provisions, the Class 2-X-B Certificates shall
                accrue interest on a notional balance equal to the sum of the principal
                balances of the LT2-B1,
                LT2-B2, LT2-B3, LT2-B4, LT2-B5, LT2-B6, LT2-BZ, LT2-BY, and LT2-BQ
                Interests . For purposes of the REMIC Provisions, interest shall
                accrue on
                the Class 2-X-B Certificate at a rate equal to the excess, if any,
                of (i)
                the Group 2 Adjusted Net WAC over (ii) the Group 2 Subordinate Adjusted
                Lower-Tier WAC 

            


    

     

    
      	 	
              (5)

            	
              For
                purposes of the REMIC Provisions, the Class 2-PO Certificates shall
                accrue
                interest on a notional balance equal to the sum of the principal
                balances
                of the LT2-A1A, LT2-A1B, LT2-A1C, LT2-AZ, LT2-AY, and LT2-AQ Interests.
                For purposes of the REMIC Provisions, interest shall accrue on the
                Class
                2-PO Certificates at a rate equal to the excess of (i) the Group
                2 Net WAC
                over (ii) the Group 2A Adjusted Middle-Tier Pay Rate. Any interest
                accrued
                on the Class 2-PO Certificates will not be paid currently but shall
                increase the Class Principal Balance of the Class 2-PO
                Certificates.

            


    

     

    
      	 	
              (6)

            	
              For
                purposes of the REMIC Provisions, the Class 2-PO-B Certificates shall
                accrue interest on a notional balance equal to the sum of the principal
                balances of the LT2-B1, LT2-B2, LT2-B3, LT2-B4, LT2-B5, LT2-B6, LT2-BZ,
                LT2-BY, and LT2-BQ I Interests. For purposes of the REMIC Provisions,
                interest shall accrue on the Class 2-PO-B Certificates at a rate
                equal to
                the excess of (i) the Group 2 Net WAC over (ii) the Group 2 Subordinate
                Adjusted Middle-Tier Pay Rate. Any interest accrued on the Class
                2-PO-B
                Certificates will not be paid currently but shall increase the Class
                Principal Balances of the Class 2-PO-B
                Certificates.

            


    

     

    
      	 	
              (7)

            	
              The
                Class 1-P and Class 2-P Certificates do not have Pass-Through Rates,
                but
                are entitled to Prepayment Penalty Amounts with respect to Loan Group
                1
                and Loan Group 2, respectively. 

            


    

     

    
      	 	
              (8)

            	
              For
                purposes of the REMIC provisions, the Class A-R Certificate represents
                ownership of (i) the Class LT-R Interest, which is the sole residual
                interest in the Lower-Tier REMIC, and (ii) the sole class of residual
                interest in the Upper-Tier REMIC.

            


    

     

     

    ARTICLE
      I

     

    DEFINITIONS;
      DECLARATION OF TRUST

     

    SECTION
      1.01. Defined Terms.

     

    Whenever
      used in this Agreement or in the Preliminary Statement, the following words
      and
      phrases, unless the context otherwise requires, shall have the meanings
      specified in this Article. All calculations of interest described herein shall
      be made on the basis of an assumed 360-day year consisting of twelve 30-day
      months unless otherwise indicated in this Agreement.

     

    “1122
      Subservicer”:
      Any
      Person that (i) is considered to be a Servicing Function Participant, (ii)
      services Mortgage Loans on behalf of any Servicer, and (iii) is responsible
      for
      the performance (whether directly or through subservicers or subcontractors)
      of
      Servicing functions required to be performed under this Agreement, any related
      Servicing Agreement or any subservicing agreement that are identified in Item
      1122(d) of Regulation AB.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


     

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

     

    “1-X
      Required Reserve Fund Deposit”:
      With
      respect to the Class 1-X Certificates and any Distribution Date, an amount
      equal
      to the lesser of (i) the Interest Distributable Amount for the Class 1-X
      Certificates for such Distribution Date (after any reduction in the Interest
      Distributable Amount due to Net Interest Shortfalls on such Distribution Date)
      and (ii) the amount required to bring the balance on deposit in the Group 1
      Basis Risk Reserve Fund up to an amount equal to the Basis Risk Shortfalls
      for
      such Distribution Date with respect to the Class 1-A1, Class 1-A2, Class 1-B1
      and Class 1-B2 Certificates, after giving effect to distributions of payments
      made pursuant to the related Yield Maintenance Agreements.

     

    “2-X
      Required Reserve Fund Deposit”:
      With
      respect to the Class 2-X Certificates and any Distribution Date, an amount
      equal
      to the lesser of (i) the Interest Distributable Amount for the Class 2-X
      Certificates for such Distribution Date (after giving effect to such
      Certificate’s share of any Net Deferred Interest applicable to the Group 2
      Mortgage Loans and after any reduction in the Interest Distributable Amount
      due
      to Net Interest Shortfalls on such Distribution Date) and (ii) the amount
      required to bring the balance on deposit in the Group 2-A Basis Risk Reserve
      Fund up to an amount equal to the Basis Risk Shortfalls for such Distribution
      Date with respect to the Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates,
      after giving effect to distributions of payments made pursuant to the related
      Yield Maintenance Agreement.

     

    “2-X-B
      Required Reserve Fund Deposit”:
      With
      respect to the Class 2-X-B Certificates and any Distribution Date, an amount
      equal to the lesser of (i) the Interest Distributable Amount for the Class
      2-X-B
      Certificates for such Distribution Date (after giving effect to such
      Certificate’s share of any Net Deferred Interest applicable to the Group 2
      Mortgage Loans and after any reduction in the Interest Distributable Amount
      due
      to Net Interest Shortfalls on such Distribution Date) and (ii) the amount
      required to bring the balance on deposit in the Group 2-B Basis Risk Reserve
      Fund up to an amount equal to the Basis Risk Shortfalls for such Distribution
      Date with respect to the Group 2 Subordinate Certificates.

     

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

     

    “Account”:
      The
      Distribution Account, the Yield Maintenance Account, each Basis Risk Reserve
      Fund or each Servicing Account, as the context requires.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


     

    “Accrual
      Period”:
      With
      respect to each Distribution Date and the LIBOR Certificates, the period
      beginning on the immediately preceding Distribution Date (or the Closing Date,
      in the case of the first Distribution Date) and ending on date immediately
      preceding such Distribution Date. Interest for such Classes will be calculated
      based upon a 360-day year and the actual number of days in each Accrual Period.
      With respect to each Distribution Date and any Class of Lower-Tier Regular
      Interests and the Class 1-X, Class A-R, Class 1-B3, Class 1-B4, Class 1-B5,
      Class 1-B6, Class 2-X and Class 2-X-B Certificates, the calendar month prior
      to
      the month of such Distribution Date. Interest for such Lower-Tier Regular
      Interests and such Classes will be calculated based upon a 360-day year
      consisting of twelve 30-day months in each Accrual Period.

     

    “Additional
      Disclosure Notification”:
      As
      defined in Section 3.19(a).

     

    “Additional
      Form 10-D Disclosure”:
      As
      defined in Section 3.19(a).

     

    “Additional
      Form 10-K Disclosure”:
      As
      defined in Section 3.19(b).

     

    “Additional
      Servicer”:
      Each
      affiliate of each Servicer that Services any of the Mortgage Loans and each
      Person who is not an affiliate of the any Servicer, who Services 10% or more
      of
      the Mortgage Loans. For clarification purposes, the Master Servicer and the
      Securities Administrator are Additional Servicers.

     

    “Adjusted
      Cap Rate”:
      Either
      of the Group 2 Adjusted Cap Rate or the Group 2 IO Adjusted Cap
      Rate.

     

    “Adjustment
      Date”:
      With
      respect to each Mortgage Loan, each adjustment date on which the related Loan
      Rate changes pursuant to the related Mortgage Note. The first Adjustment Date
      following the Cut-Off Date as to each Mortgage Loan is set forth in the Mortgage
      Loan Schedule.

     

    “Advance”:
      As to
      any Mortgage Loan or REO Property, any advance made by the Master Servicer
      (including the Trustee in its capacity as successor Master Servicer) in respect
      of any Distribution Date pursuant to Section 5.05.

     

    “Adverse
      REMIC Event”:
      Either
      (i)
      the loss of status as a REMIC, within the meaning of Section 860D of the Code,
      for any group of assets identified as a REMIC in the Preliminary Statement
      to
      this Agreement, or (ii) the imposition of any tax, including the tax imposed
      under Section 860F(a)(1) on prohibited transactions and the tax imposed under
      Section 860G(d) on certain contributions to a REMIC, on any REMIC created
      hereunder to the extent such tax would be payable from assets held as part
      of
      the Trust Fund. 

     

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

     


    
      
        
        

      

      
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    “Agreement”:
      This
      Pooling and Servicing Agreement, dated as of February 1, 2006, as amended,
      supplemented and otherwise modified from time to time.

     

    “Applicable
      Credit Support Percentage”:
      As
      defined in Section 5.01(e).

     

    “Apportioned
      Principal Balance”:
      As to
      any Class of Subordinate Certificates, a Loan Group or Loan Subgroup and any
      Distribution Date, the Class Principal Balance of such Class immediately prior
      to such Distribution Date multiplied by a fraction, the numerator of which
      is
      the Subordinate Component for the related Loan Group or Loan Subgroup for such
      date and the denominator of which is the sum of the Subordinate Components
      (in
      the aggregate).

     

    “Assignment”:
      As to
      any Mortgage, an assignment of mortgage, notice of transfer or equivalent
      instrument, in recordable form, which is sufficient, under the laws of the
      jurisdiction in which the related Mortgaged Property is located, to reflect
      or
      record the sale of such Mortgage.

     

    “Available
      Funds”:
      As to
      any Distribution Date and any Loan Group or Loan Subgroup, as applicable, an
      amount equal to (i) the sum, without duplication, of (a) the aggregate
      of the related Monthly Payments received on or prior to the related
      Determination Date (excluding Monthly Payments due in future Due Periods but
      received by the related Determination Date) in respect of the Mortgage Loans
      in
      that Loan Group or Loan Subgroup, (b) Net Liquidation Proceeds, Insurance
      Proceeds, Principal Prepayments (but not including Prepayment Penalty Amounts),
      Recoveries and other unscheduled recoveries of principal and interest in respect
      of the Mortgage Loans in that Loan Group or Loan Subgroup received during the
      related Prepayment Period, (c) the aggregate of any amounts received in respect
      of related REO Properties for such Distribution Date, (d) the aggregate of
      any amounts of Interest Shortfalls (excluding for such purpose all shortfalls
      as
      a result of Relief Act Reductions) paid by the Servicers pursuant to the related
      Servicing Agreements and Compensating Interest Payments deposited in the
      Distribution Account for such Distribution Date in respect of the Mortgage
      Loans
      in that Loan Group or Loan Subgroup, (e) the aggregate of the Purchase
      Prices, Substitution Adjustments and amounts collected for purchases pursuant
      to
      Sections 2.03 or 3.25 deposited in the Distribution Account during the related
      Prepayment Period in respect of the Mortgage Loans in that Loan Group or Loan
      Subgroup, (f) the aggregate of any Advances made by the Servicers and the
      Master Servicer for such Distribution Date in respect of the Mortgage Loans
      in
      that Loan Group or Loan Subgroup, (g) the aggregate of any Advances made by
      the Trustee (as successor Master Servicer) for such Distribution Date pursuant
      to Section 7.02 hereof in respect of the Mortgage Loans in that Loan Group
      or
      Loan Subgroup (h) the Termination Price allocated to such Loan Group on the
      Distribution Date on which the Trust Fund is terminated and (i) the applicable
      Class P Contribution; minus
      (ii) the sum of (w) the Expense Fees for such Distribution Date in
      respect of the Mortgage Loans in that Loan Group or Loan Subgroup, (x) amounts
      in reimbursement for Advances previously made in respect of the Mortgage Loans
      in that Loan Group or Loan Subgroup and other amounts as to which the Servicers,
      the Trustee, the Securities Administrator and the Master Servicer are entitled
      to be reimbursed pursuant to Section 4.03, (y) the amount payable to the
      Trustee, the Master Servicer, the Custodian or the Securities Administrator
      pursuant to Section 8.05, Section 3.30 and Section 3.31(c) in respect of
      Mortgage Loans in that Loan Group or Loan Subgroup or if not related to a
      Mortgage Loan, allocated to each Loan Group or Loan Subgroup on a pro
      rata
      basis
      and (z) amounts deposited in the Distribution Account, as the case may be,
      in
      error, in respect of Mortgage Loans in that Loan Group or Loan Subgroup, in
      each
      case without duplication.

     


    
      
        
        

      

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

     

    “Basis
      Risk Reserve Fund”:
      Any of
      the Group 1 Basis Risk Reserve Fund, the Group 2-A Basis Risk Reserve Fund
      or
      the Group 2-B Basis Risk Reserve Fund.

     

    “Basis
      Risk Shortfall”:
      With
      respect to any Distribution Date and the LIBOR Certificates, the sum
      of:

     

    (i) the
      excess, if any, of the Interest Distributable Amount that such Class would
      have
      been entitled to receive if the Pass-Through Rate for such Class were calculated
      without regard to clause (ii) in the definition thereof, over the actual
      Interest Distributable Amount such Class is entitled to receive for such
      Distribution Date;

     

    (ii) any
      excess described in clause (i) above remaining unpaid from prior Distribution
      Dates; and

     

    (iii) interest
      for the applicable Accrual Period on the amount described in clause (ii) above
      based on the applicable Pass-Through Rate, determined without regard to clause
      (ii) in the definition thereof.

     

    “Book-Entry
      Certificates”:
      Any of
      the Certificates that shall be registered in the name of the Depository or
      its
      nominee, the ownership of which is reflected on the books of the Depository
      or
      on the books of a Person maintaining an account with the Depository (directly,
      as a “Depository Participant”, or indirectly, as an indirect participant in
      accordance with the rules of the Depository and as described in Section 6.02
      hereof). On the Closing Date, all Classes of the Certificates other than the
      Physical Certificates shall be Book-Entry Certificates.

     

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

     

    “Call
      Option”:
      The
      right to terminate this Agreement and the Trust pursuant to the second paragraph
      of Section 10.01(a) hereof.

     

    “Call
      Option Date”:
      As
      defined in Section 10.01(a) hereof.

     

    “Certificate”:
      Any
      Regular Certificate, Residual Certificate or Class P Certificate.

     

    “Certificate
      Notional Balance”:
      With
      respect to the Notional Certificates and any date of determination, the product
      of (i) the Class Notional Balance of such Class and (ii) the applicable
      Percentage Interest of such Certificate.

     


    
      
        
        

      

      
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    “Certificate
      Owner”:
      With
      respect to each Book-Entry Certificate, any beneficial owner thereof and with
      respect to each Physical Certificate, the Certificateholder
      thereof.

     

    “Certificate
      Principal Balance”:
      With
      respect to each Certificate of a given Class (other than the Interest-Only
      Certificates and the Class P Certificates) and any date of determination, the
      product of (i) the Class Principal Balance of such Class and (ii) the applicable
      Percentage Interest of such Certificate.

     

    “Certificate
      Register”
and
      “Certificate
      Registrar”:
      The
      register maintained and registrar appointed pursuant to Section 6.02
      hereof.

     

    “Certificateholder”
or
      “Holder”:
      The
      Person in whose name a Certificate is registered in the Certificate Register,
      except that a Disqualified Organization or non-U.S. Person shall not be a Holder
      of a Residual Certificate for any purpose hereof.

     

    “Certification
      Parties”:
      As
      defined in Section 3.18.

     

    “Certifying
      Person”:
      As
      defined in Section 3.18.

     

    “Class”:
      Collectively, Certificates that have the same priority of payment and bear
      the
      same class designation and the form of which is identical except for variation
      in the Percentage Interest evidenced thereby.

     

    “Class
      1-A1 Certificate”:
      Any of
      the Class 1-A1 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A, evidencing
      the
      ownership of a “regular interest” in the Upper Tier REMIC created hereunder and
      representing the right to distributions as set forth herein and
      therein.

     

    “Class
      1-A2 Certificate”:
      Any of
      the Class 1-A2 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A, evidencing
      the
      ownership of a “regular interest” in the Upper Tier REMIC created hereunder and
      representing the right to distributions as set forth herein and
      therein.

     

    “Class
      1-B1 Certificate”:
      Any of
      the Class 1-B1 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-1, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      1-B2 Certificate”:
      Any of
      the Class 1-B2 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-1, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     


    
      
        
        

      

      
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    “Class
      1-B3 Certificate”:
      Any of
      the Class 1-B3 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-1, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      1-B4 Certificate”:
      Any of
      the Class 1-B4 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-2, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      1-B5 Certificate”:
      Any of
      the Class 1-B5 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-2, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      1-B6 Certificate”:
      Any of
      the Class 1-B6 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-2, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      1-P Certificate”:
      The
      Class 1-P Certificate as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit B-2, evidencing
      the ownership of the Class 1-P Distributable Amount. 

     

    “Class
      1-P Distributable Amount”:
      With
      respect to each Distribution Date, all Prepayment Penalty Amounts in respect
      of
      the Group 1 Mortgage Loans received by the Master Servicer for the related
      Prepayment Period.

     

    “Class
      1-X Certificate”:
      Any of
      the Class 1-X Certificates as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit C-2, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-A1A Certificate”:
      Any of
      the Class 2-A1A Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A, evidencing
      the
      ownership of a “regular interest” in the Upper Tier REMIC created hereunder and
      representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-A1B Certificate”:
      Any of
      the Class 2-A1B Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A, evidencing
      the
      ownership of a “regular interest” in the Upper Tier REMIC created hereunder and
      representing the right to distributions as set forth herein and
      therein.

     


    
      
        
        

      

      
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    “Class
      2-A1C Certificate”:
      Any of
      the Class 2-A1C Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit A, evidencing
      the
      ownership of a “regular interest” in the Upper Tier REMIC created hereunder and
      representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-B1 Certificate”:
      Any of
      the Class 2-B1 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-1, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-B2 Certificate”:
      Any of
      the Class 2-B2 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-1, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-B3 Certificate”:
      Any of
      the Class 2-B3 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-1, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-B4 Certificate”:
      Any of
      the Class 2-B4 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-2, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-B5 Certificate”:
      Any of
      the Class 2-B5 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-2, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-B6 Certificate”:
      Any of
      the Class 2-B6 Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit D-2, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-P Certificate”:
      The
      Class 2-P Certificate as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit B-2, evidencing
      the ownership of the Class 2-P Distributable Amount. 

     


    
      
        
        

      

      
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    “Class
      2-P Distributable Amount”:
      With
      respect to each Distribution Date, all Prepayment Penalty Amounts in respect
      of
      the Group 2 Mortgage Loans received by the Master Servicer for the related
      Prepayment Period.

     

    “Class
      2-PO Certificate”:
      Any of
      the Class 2-PO Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit C-1, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-PO-B Certificate”:
      Any of
      the Class 2-PO-B Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit C-1, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-X Certificate”:
      Any of
      the Class 2-X Certificates as designated on the face thereof, executed by the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit C-2, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      2-X-B Certificate”:
      Any of
      the Class 2-X-B Certificates as designated on the face thereof, executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit C-2, evidencing
      the ownership of a “regular interest” in the Upper Tier REMIC created hereunder
      and representing the right to distributions as set forth herein and
      therein.

     

    “Class
      A-R Certificate”:
      The
      Class A-R Certificate as designated on the face thereof executed by the
      Securities Administrator, and authenticated and delivered by the Certificate
      Registrar, substantially in the form annexed hereto as Exhibit B-1, evidencing
      the ownership of the sole class of “residual interest” in the Upper-Tier REMIC
      created hereunder and representing the right to distributions as set forth
      herein and therein.

     

    “Class
      LT-R Interest”:
      As
      described in the Preliminary Statement.

     

    “Class
      MT-R Interest”:
      As
      described in the Preliminary Statement.

     

    “Class
      Notional Balance”:
      With
      respect to (i) the Class 1-X Certificates and any Distribution Date, the
      aggregate Class Principal Balance of the Group 1 Certificates (other than the
      Class 1-X Certificates) on the immediately preceding Distribution Date, (ii)
      the
      Class 2-X Certificates and any Distribution Date, the aggregate Class Principal
      Balance of the Class 2-A1A, Class 2-A1B, Class 2-A1C and Class 2-PO Certificates
      on the immediately preceding Distribution Date and (iii) the Class 2-X-B
      Certificates and any Distribution Date, the aggregate Class Principal Balance
      of
      the Group 2 Subordinate Certificates and the Class 2-PO-B Certificates on the
      immediately preceding Distribution Date.

     


    
      
        
        

      

      
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    “Class
      P Certificates”:
      The
      Class 1-P and Class 2-P Certificates.

     

    “Class
      P Contribution”:
      With
      respect to Loan Subgroup 1-A1, a contribution by the Depositor to the
      Distribution Account on or before the first Distribution Date in the amount
      of
      $50, which shall be included in Available Funds with respect to Loan Subgroup
      1-A1 for the first Distribution Date, and, with respect to Loan Group 2, a
      contribution by the Depositor to the Distribution Account on or before the
      first
      Distribution Date in the amount of $50, which shall be included in Available
      Funds for Loan Group 2 for the first Distribution Date.

     

    “Class
      PO Certificates”:
      The
      Class 2-PO and Class 2-PO-B Certificates.

     

    “Class
      Principal Balance”:
      As to
      any Distribution Date, with respect to any Class of Certificates (other than
      the
      Interest-Only Certificates), the Original Class Principal Balance as reduced
      by
      the sum of (x) all amounts actually distributed in respect of principal of
      that
      Class on all prior Distribution Dates, (y) all Realized Losses, if any, actually
      allocated to that Class on all prior Distribution Dates and (z) in the case
      of
      the Subordinate Certificates, any applicable Writedown Amount; provided,
      however,
      that
      pursuant to Section 5.10, the Class Principal Balance of a Class of Certificates
      may be increased up to the amount of Realized Losses previously allocated to
      such Class, in the event that there is a Recovery on a Mortgage Loan, and the
      Certificate Principal Balance of any individual Certificate of such Class will
      be increased by its pro
      rata
      share of
      the increase to such Class.

     

    “Class
      Subordination Percentage”:
      With
      respect to each Class of Group 1 Subordinate Certificates and any Distribution
      Date, the percentage equivalent of a fraction the numerator of which is the
      Class Principal Balance of such Class immediately before such Distribution
      Date
      and the denominator of which is the aggregate of the Class Principal Balances
      of
      all Classes of Group 1 Certificates immediately before such Distribution Date.
      With respect to each Class of Group 2 Subordinate Certificates and any
      Distribution Date, the percentage equivalent of a fraction the numerator of
      which is the Class Principal Balance of such Class immediately before such
      Distribution Date and the denominator of which is the aggregate of the Class
      Principal Balances of all Classes of Group 2 Certificates immediately before
      such Distribution Date.

     

    “Close
      of Business”:
      As
      used herein, with respect to any Business Day and location, 5:00 p.m. at such
      location.

     

    “Closing
      Date”:
      February 22, 2006.

     

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

     

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

     

    “Compensating
      Interest Payment”:
      With
      respect to any Distribution Date, an
      amount
      equal to the amount, if any, by which (x) the aggregate
      amount
      of any Interest Shortfalls (excluding for such purpose all shortfalls as a
      result of Relief Act Reductions) required to be paid by the Servicers pursuant
      to the related Servicing Agreement with respect to such Distribution Date,
      exceeds (y) the aggregate amount actually paid by the Servicers in respect
      of
      such shortfalls; provided,
      that
      such
      amount, to the extent payable by the Master Servicer, shall not exceed the
      aggregate Master Servicing Fee that would be payable to the Master Servicer
      in
      respect of such Distribution Date without giving effect to any Compensating
      Interest Payment.
      

     


    
      
        
        

      

      
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    “Controlling
      Person”:
      With
      respect to any Person, any other Person who “controls” such Person within the
      meaning of the Securities Act.

     

    “Converted
      Mortgage Loan”:
      Any
      Mortgage Loan as to which the Mortgagor thereunder has exercised its right
      under
      the related Mortgage Note to convert the adjustable Loan Rate thereon to a
      fixed
      Loan Rate.

     

    “Converted
      Mortgage Loan Schedule”:
      With
      respect to each Distribution Date, a schedule listing each Convertible Mortgage
      Loan that has become a Converted Mortgage Loan during the immediately preceding
      Due Period, and the Purchase Price for each such Converted Mortgage Loan in
      the
      form attached hereto as Schedule II.

     

    “Convertible
      Mortgage Loan”:
      Any
      Mortgage Loan which, at the option of the Mortgagor and in accordance with
      the
      terms of the related Mortgage Note, may have the related Mortgage Rate converted
      from an adjustable rate to a fixed rate.

     

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

     

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

     

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

     

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

     

    “Cooperative
      Shares”:
      Shares
      issued by a Cooperative Corporation.

     


    
      
        
        

      

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

     

    “Corporate
      Trust Office”:
      With
      respect to the Trustee, the principal corporate trust office of the Trustee
      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 1761 East St. Andrew Place, Santa Ana,
      California 92705, Attention: MortgageIT Trust 2006-1, or at such other address
      as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor and the Seller. With respect to the Securities
      Administrator and the Certificate Registrar and (i) presentment of Certificates
      for registration of transfer, exchange or final payment, Wells Fargo Bank,
      National Association, Sixth Street and Marquette Avenue, Minneapolis, Minnesota
      55479, Attention: Corporate Trust, MortgageIT Trust 2006-1, and (ii) for all
      other purposes, P.O. Box 98, Columbia, Maryland 21046 (or for overnight
      deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045), Attention:
      Corporate Trust, MortgageIT Trust 2006-1.

     

    “Corresponding
      Class”:
      With
      respect to each class of Lower Tier Regular Interests or Middle Tier Regular
      Interests, the Class or Classes of Certificates corresponding to such class
      as
      set forth in the Preliminary Statement. 

     

    “Custodian”:
      Deutsche Bank National Trust Company, and its successors acting as custodian
      of
      the Mortgage Files.

     

    “Cut-Off
      Date”:
      With
      respect to any Mortgage Loan other than a Qualified Substitute Mortgage Loan,
      the Close of Business in New York City on February 1, 2006. With respect to
      any
      Qualified Substitute Mortgage Loan, the date designated as such on the Mortgage
      Loan Schedule (as amended).

     

    “Cut-Off
      Date Aggregate Principal Balance”:
      The
      aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans in each
      Loan Group.

     

    “Cut-Off
      Date Principal Balance”:
      With
      respect to any Mortgage Loan, the principal balance thereof remaining to be
      paid, after application of all scheduled principal payments due on or before
      the
      Cut-Off Date whether or not received as of the Cut-Off Date (or as of the
      applicable date of substitution with respect to a Qualified Substitute Mortgage
      Loan).

     

    “Deferred
      Interest”:
      With
      respect to each Group 2 Mortgage Loan and each related Due Date, will be the
      excess, if any, of the amount of interest accrued on such Group 2 Mortgage
      Loan
      from the preceding Due Date to such due date over the portion of the Monthly
      Payment allocated to interest for such Due Date.

     

    “Definitive
      Certificates”:
      Any
      Certificate evidenced by a Physical Certificate and any Certificate issued
      in
      lieu of a Book-Entry Certificate pursuant to Section 6.02(c) or (d)
      hereof.

     

    “Deleted
      Mortgage Loan”:
      A
      Mortgage Loan replaced or to be replaced by one or more Qualified Substitute
      Mortgage Loans.

     

    “Delinquent”:
      Any
      Mortgage Loan with respect to which the Monthly Payment due on a Due Date is
      not
      made.

     


    
      
        
        

      

      
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    “Depositor”:
      Greenwich Capital Acceptance, Inc., a Delaware corporation, or any successor
      in
      interest.

     

    “Depository”:
      The
      initial Depository shall be The Depository Trust Company, whose nominee is
      Cede
& Co., or any other organization registered as a “clearing agency” pursuant
      to Section 17A of the Exchange Act. The Depository shall initially be the
      registered Holder of the Book-Entry Certificates. 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.

     

    “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”:
      For
      any Distribution Date and each Mortgage Loan, the date each month, as set forth
      in the related Servicing Agreement, on which the related Servicer determines
      the
      amount of all funds required to be remitted to the Master Servicer on the
      Servicer Remittance Date with respect to the Mortgage Loans it is servicing.
      

     

    “Disqualified
      Organization”:
      A
“disqualified organization” defined in Section 860E(e)(5) of the Code, or any
      other Person so designated by the Securities Administrator based upon an Opinion
      of Counsel provided to the Securities Administrator by nationally recognized
      counsel acceptable to the Securities Administrator that the holding of an
      ownership interest in the Residual Certificate by such Person may cause the
      Trust Fund or any Person having an ownership interest in any Class of
      Certificates (other than such Person) to incur liability for any federal tax
      imposed under the Code that would not otherwise be imposed but for the transfer
      of an ownership interest in the Residual Certificate to such
      Person.

     

    “Distribution
      Account”:
      The
      trust account or accounts created and maintained by the Securities Administrator
      pursuant to Section 4.02 hereof which shall be entitled “Distribution Account,
      Wells Fargo Bank, N.A., as Securities Administrator for Deutsche Bank National
      Trust Company, as Trustee, in trust for the registered Holders of MortgageIT
      Mortgage Loan Trust, Mortgage Loan Pass-Through Certificates, Series 2006-1” and
      which must be an Eligible Account.

     

    “Distribution
      Account Income”:
      As to
      any Distribution Date, any interest or other investment income earned on funds
      deposited in the Distribution Account during the month of such Distribution
      Date.

     

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

     

    “Distribution
      Date Statement”:
      As
      defined in Section 5.04(a) hereof.

     

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

     


    
      
        
        

      

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

     

    “Eligible
      Account”:
      Any
      of:

     

    (i) a
      trust
      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 in the highest short term rating
      category of each Rating Agency at the time any amounts are held on deposit
      therein;

     

    (ii) a
      trust
      account or accounts the deposits in which are fully insured by the FDIC (to
      the
      limits established by it), the uninsured deposits in which account are otherwise
      secured such that, as evidenced by an Opinion of Counsel delivered to the
      Securities Administrator and the Trustee and to each Rating Agency, the Trustee
      on behalf of Certificateholders will have a claim with respect to the funds
      in
      the account or a perfected first priority security interest against the
      collateral (which shall be limited to Permitted Investments) securing those
      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 each Rating Agency without reduction or
      withdrawal of its then current ratings of the Certificates as evidenced by
      a
      letter from such Rating Agency to the Securities Administrator and the Trustee.
      Eligible Accounts may bear interest.

     

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

     

    “ERISA-Restricted
      Certificates”:
      (i)
      the Class 2-A1B and Class 2-A1C Certificates, the Subordinate Certificates
      and
      the Residual Certificate, (ii) any
      Class
      2-A1A, Class 2-X, Class 2-X-B, Class 2-PO or Class 2-PO-B Certificates that
      are
      not rated at least “AA-” (or its equivalent) by at least one nationally rated
      statistical rating organization (“Rating Agency”) upon acquisition, (iii) any
      Class 1-A1, Class 1-A2 or Class 1-X Certificates that are not rated at least
      “BBB-” by at least one Rating Agency upon acquisition or (iv) in
      general,
      any
      Certificate that does not satisfy the applicable rating requirement under the
      Underwriter’s Exemption.

     

    “Escrow
      Payments”:
      The
      amounts constituting ground rents, taxes, assessments, water rates, fire and
      hazard insurance premiums and other payments required to be escrowed by the
      Mortgagor with the mortgagee pursuant to any Mortgage Loan.

     


    
      
        
        

      

      
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    “Event
      of Default”:
      In
      respect of the Master Servicer, one or more of the events (howsoever described)
      set forth in Section 7.01 hereof as an event or events upon the occurrence
      and
      continuation of which the Master Servicer may be terminated.

     

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

     

    “Expense
      Fee”:
      With
      respect to any Mortgage Loan, the related Servicing Fee.

     

    “Expense
      Fee Rate”:
      With
      respect to any Mortgage Loan, the per annum rate at which the Expense Fee
      accrues for such Mortgage Loan as set forth in the Mortgage Loan
      Schedule.

     

    “Fannie
      Mae”:
      The
      Federal National Mortgage Association or any successor thereto.

     

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

     

    “Final
      Prospectus Supplement”:
      That
      certain Prospectus Supplement, dated February 17, 2006, relating to the initial
      sale of the Offered Certificates.

     

    “Final
      Recovery Determination”:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by the Seller pursuant to or
      contemplated by Section 2.03, 3.25 and 10.01), a determination made by the
      related Servicer that all Insurance Proceeds, Liquidation Proceeds and other
      payments or recoveries which it expects to be finally recoverable in respect
      thereof have been so recovered. 

     

    “Form
      8-K Disclosure Information”:
      As
      defined in Section 3.19(c).

     

    “Freddie
      Mac”:
      The
      Federal Home Loan Mortgage Corporation or any successor thereto.

     

    “GMACM”:
      GMAC
      Mortgage Corporation, as subservicer of the Mortgage Loans, and its successors
      and assigns.

     

    “GMACM
      Subservicing Agreement”:
      The
      Subservicing Agreement, dated as of February 1, 2006, between the Sponsor and
      GMACM, as the same may be amended from time. 

     

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

     

    “Group
      1 Adjusted Lower-Tier WAC”:
      For any
      Distribution Date (and the related Accrual Period), the product of (i) 4
      multiplied by (ii) the weighted average
      of
      the interest rates on the
      Lower-Tier REMIC Interests having an “LT1” in their designation, weighted on the
      basis of their principal balances as of the first day of the related Accrual
      Period and computed for this purpose by (a) first subjecting the interest rate
      on each of the LT1-SG-A1, LT1-SC-A1, LT1-SG-A2, LT1-SC-A2, and LT1-Q Interests
      to a cap of 0.00%, and (b) first subjecting the interest rate on each of the
      LT1-A1, LT1-A2, LT1-AR, LT1-B1, LT1-B2, LT1-B3, LT1-B4, LT1-B5, and LT1-B6
      Interests to a cap equal to the Pass-Through Rate for the Corresponding Class
      of
      Certificates (in the case of LIBOR Certificates, multiplied by the quotient
      of
      the actual number of days in the Accrual Period divided by 30) for such
      Distribution Date.

     


    
      
        
        

      

      
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    “Group
      1 Basis Risk Reserve Fund”:
      A fund
      created as part of the Trust Fund on behalf of the Class 1-X Certificates
      pursuant to Section 5.07 of this Agreement but which is not an asset of any
      of
      the REMICs.

     

    “Group
      1 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

     

    “Group
      1 Net WAC”:
      With
      respect to any Distribution Date and the Group 1 Mortgage Loans, the weighted
      average of the Group 1-A1 Net WAC and the Group 1-A2 Net WAC.

     

    “Group
      1-A1 Net WAC”:
      With
      respect to any Distribution Date, the weighted average of the Net Loan Rates
      of
      the Subgroup 1-A1 Mortgage Loans as of the first day of the related Due Period
      (or, in the case of the first Distribution Date, as of the Cut-Off Date),
      weighted on the basis of their related Stated Principal Balances as of the
      first
      day of the related Due Period.

     

    “Group
      1-A1 Net WAC Cap”:
      With
      respect to any Distribution Date and the Class 1-A1 Certificates, the product
      of
      (i) the Group 1-A1 Net WAC multiplied by (ii) the quotient of 30 divided by
      the
      actual number of days in the accrual period.

     

    “Group
      1-A2 Net WAC”:
      With
      respect to any Distribution Date, the weighted average of the Net Loan Rates
      of
      the Subgroup 1-A2 Mortgage Loans as of the first day of the related Due Period
      (or, in the case of the first Distribution Date, as of the Cut-Off Date),
      weighted on the basis of their related Stated Principal Balances as of the
      first
      day of the related Due Period.

     

    “Group
      1-A2 Net WAC Cap”:
      With
      respect to any Distribution Date and the Class 1-A2 Certificates, the product
      of
      (i) the Group 1-A2 Net WAC multiplied by (ii) the quotient of 30 divided by
      the
      actual number of days in the accrual period.

     

    “Group
      1 Senior Certificates”:
      The
      Class 1-A1, Class 1-A2, Class 1-X, Class A-R and Class 1-P
      Certificates.

     

    “Group
      1 Senior Prepayment Percentage”:
      With
      respect to each Loan Subgroup in Loan Group 1 and any Distribution Date before
      March 2013, 100%. Except as provided herein, the Group 1 Senior Prepayment
      Percentage for each Loan Subgroup in Loan Group 1 for any Distribution Date
      occurring on or after the seventh anniversary of the first Distribution Date
      will be as follows: (i) from March 2013 through February 2014, the related
      Senior Percentage plus 70% of the related Subordinate Percentage for such
      Distribution Date; (ii) from March 2014 through February 2015, the related
      Senior Percentage plus 60% of the related Subordinate Percentage for such
      Distribution Date; (iii) from March 2015 through February 2016, the related
      Senior Percentage plus 40% of the related Subordinate Percentage for such
      Distribution Date; (iv) from March 2016 through
      February 2017, the related Senior Percentage plus 20% of the related Subordinate
      Percentage for such Distribution Date; and (v) from and after March 2017,
      the related Senior Percentage for such Distribution Date; provided,
      however, that
      there shall be no reduction in the related Group 1 Senior Prepayment Percentage
      for any Loan Subgroup in Loan Group 1 on a Distribution Date, unless the Step
      Down Conditions are satisfied with respect to such Distribution Date; and
provided,
      further,
      that if
      on any Distribution Date occurring on or after the Distribution Date in March
      2013, the Senior Percentage for each Loan Subgroup in Loan Group 1 exceeds
      the
      initial Senior Percentage for such Loan Subgroup, the related Group 1 Senior
      Prepayment Percentage for such Distribution Date will again equal
      100%.

     


    
      
        
        

      

      
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    Notwithstanding
      the above, (i) if on any Distribution Date prior to March 2009 the Two Times
      Test is satisfied, the Group 1 Senior Prepayment Percentage for each Loan
      Subgroup in Loan Group 1 will equal the related Senior Percentage for such
      Distribution Date plus 50% of the related Subordinate Percentage for such
      Distribution Date and (ii) if
      on any
      Distribution Date in or after March 2009 the Two Times Test is satisfied, the
      Group 1 Senior Prepayment Percentage for each Loan Subgroup in Loan Group 1
      will
      equal the related Group 1 Senior Percentage for such Distribution
      Date.

     

    “Group
      1 Subordinate Certificates”:
      The
      Class 1-B1, Class 1-B2, Class 1-B3, Class 1-B4, Class 1-B5 and Class 1-B6
      Certificates.

     

    “Group
      1 Subordinate Principal Distribution Amount”:
      With
      respect to Loan Group 1 and any Distribution Date, an amount equal to the sum
      of:

     

    (1) 
      the
      related Subordinate Percentage of all amounts described in clauses (a) through
      (d) of the definition of “Principal Distribution Amount” for the Loan Subgroups
      in Loan Group 1 and such Distribution Date;

     

    (2) with
      respect to each Mortgage Loan in a Loan Subgroup in Loan Group 1 that became
      a
      Liquidated Mortgage Loan during the related Prepayment Period, the amount of
      the
      Net Liquidation Proceeds allocated to principal received with respect thereto
      remaining after application thereof pursuant to clause (2) of the definition
      of
“Senior Principal Distribution Amount” for the Loan Subgroups in Loan Group 1
      and such Distribution Date, up to the related Subordinate Percentage of the
      Stated Principal Balance of such Mortgage Loan; and

     

    (3) the
      related Subordinated Prepayment Percentage of all amounts described in clause
      (f) of the definition of “Principal Distribution Amount” for the Loan Subgroups
      in Loan Group 1 and such Distribution Date.

     

    “Group
      1 Subordinate Net WAC”:
      With
      respect to any Distribution Date, the weighted average of the Group 1-A1 Net
      WAC
      and the Group 1-A2 Net WAC, weighted on the basis of the related Subordinate
      Components for Loan Subgroup 1-A1 and Loan Subgroup 1-A2.

     

    “Group
      1 Subordinate Net WAC Cap”:
      With
      respect to any Distribution Date and the Class 1-B1 and Class 1-B2 Certificates,
      the Group 1 Subordinate Net WAC for such Distribution Date.

     

    “Group
      1 Subordinate Percentage”:
      As to
      any Distribution Date, the percentage equivalent of a fraction, the numerator
      of
      which is the aggregate of the Class Principal Balances of the Classes of Group
      1
      Subordinate Certificates and the denominator of which is the Pool Balance of
      the
      Group 1 Mortgage Loans for such Distribution Date.

     


    
      
        
        

      

      
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    “Group
      2-A Basis Risk Reserve Fund”:
      A fund
      created as part of the Trust Fund on behalf of the Class 2-X Certificates
      pursuant to Section 5.07 of this Agreement but which is not an asset of any
      of
      the REMICs.

     

    “Group
      2-B Basis Risk Reserve Fund”:
      A fund
      created as part of the Trust Fund on behalf of the Class 2-X-B Certificates
      pursuant to Section 5.07 of this Agreement but which is not an asset of any
      of
      the REMICs.

     

    “Group
      2 Adjusted Cap Rate”:
      For
      any Distribution Date and the Class 2-A1A, Class 2-A1B and Class 2-A1C
      Certificates and the Group 2 Subordinate Certificates, an amount equal to the
      product of (i) the Group 2 Net Adjusted WAC Cap for that Distribution Date,
      multiplied by the quotient of 30 divided by the actual number of days in the
      Accrual Period.

     

    “Group
      2A Adjusted Lower-Tier WAC”:
      For any
      Distribution Date (and the related Accrual Period), the product of (i) 2
      multiplied by (ii) the weighted average of the interest rates on the LT2-A1A,
      LT2-A1B, LT2-A1C, LT2-AZ, LT2-AY, and LT2-AQ Interests, weighted on the basis
      of
      their principal balances as of the first day of the related Accrual Period
      and
      computed for this purpose by (a) first subjecting the interest rate on each
      of
      the LT2-AZ, LT2-AY, and LT2-AQ Interests to a cap of 0.00%, and (b) first
      subjecting the interest rate on each of the LT2-A1A, LT2-A1B, and LT2-A1C
      Interests to a cap equal to the lesser of (I) the Pass-Through Rate for the
      Corresponding Class of Certificates multiplied by the quotient of the actual
      number of days in the Accrual Period for the Corresponding Class of Certificates
      divided by 30 and (II) the Group 2 Adjusted Net WAC for such Distribution
      Date.

     

    “Group
      2A Adjusted Lower-Tier Pay Rate”:
      For any
      Distribution Date (and the related Accrual Period), the product of (i) 2
      multiplied by (ii) the weighted average of the interest rates on the LT2-A1A,
      LT2-A1B, LT2-A1C, LT2-AZ, LT2-AY, and LT2-AQ Interests, weighted on the basis
      of
      their principal balances as of the first day of the related Accrual Period
      and
      computed for this purpose by (a) first subjecting the interest rate on each
      of
      the LT2-AZ, LT2-AY, and LT2-AQ Interests to a cap of 0.00%, and (b) first
      subjecting the interest rate on each of the LT2-A1A, LT2-A1B, and LT2-A1C
      Interests (I) to a cap equal to the Pass-Through Rate for the Corresponding
      Class of Certificates multiplied by the quotient of the actual number of days
      in
      the Accrual Period for the Corresponding Class of Certificates divided by 30
      and
      (II) a floor equal to the Group 2 Adjusted Net WAC for such Distribution
      Date.

     

    “Group
      2 Adjusted Net WAC”:
      For any
      Distribution Date (and the related Accrual Period), a per annum rate equal
      to
      the excess of (i) the Group 2 Net WAC over (ii) the product of (a) the Net
      Deferred Interest for Loan Group 2 for such Distribution Date multiplied by
      (b)
      12, divided by the Pool Balance for Loan Group 2 for such Distribution
      Date.

     

    “Group
      2 IO Adjusted Cap Rate”:
      For
      any Distribution Date and the Class 2-X and Class 2-X-B Certificates will equal
      the pass-through rate for such Class, computed for this purpose by (i) reducing
      the Group 2 Net WAC by a per annum rate equal to the quotient of (a) the product
      of (1) the net deferred interest, if any on the Group 2 Mortgage Loans for
      that
      Distribution Date and (2) 12, divided by (b) the aggregate Principal Balance
      of
      the Group 2 Mortgage Loans as of the first day of the related Due Period, and
      (ii) calculating the interest accrued on the Group 2 Certificates (other than
      the Class 2-X and Class 2-X-B Certificates) by substituting the related
“Adjusted Cap Rate” for the related “Net WAC Cap” in the definition of
      pass-through rate for each of the Group 2 Certificates.

     


    
      
        
        

      

      
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    “Group
      2 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

     

    “Group
      2 Net WAC”:
      With
      respect to any Distribution Date, the weighted average of the Net Loan Rates
      pf
      the Group 2 Mortgage Loans as of the first day of the related Due Period (or,
      in
      the case of the first Distribution Date, as of the Cut-Off Date), weighted
      on
      the basis of their related Stated Principal Balances as of the first day of
      the
      related Due Period.

     

    “Group
      2 Net WAC Cap”:
      With
      respect to any Distribution Date and the Class 2-A1A, Class 2-A1B, Class 2-A1C
      Certificates and the Group 2 Subordinate Certificates, the product of (i) the
      Group 2 Net WAC multiplied by (ii) the quotient of 30 divided by the actual
      number of days in the accrual period.

     

    “Group
      2 Senior Certificates”:
      The
      Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 2-X, Class 2-X-B, Class 2-PO,
      Class
      2-PO-B and Class 2-P Certificates.

     

    “Group
      2 Senior Prepayment Percentage”:
      With
      respect to Loan Group 2 and any Distribution Date before March 2016, 100%.
      Except as provided herein, the Group 2 Senior Prepayment Percentage for any
      Distribution Date occurring on or after the seventh anniversary of the first
      Distribution Date will be as follows: (i) from March 2016 through February
      2017, the related Senior Percentage plus 70% of the related Subordinate
      Percentage for such Distribution Date; (ii) from March 2017 through
      February 2018, the related Senior Percentage plus 60% of the related Subordinate
      Percentage for such Distribution Date; (iii) from March 2018 through
      February 2019, the related Senior Percentage plus 40% of the related Subordinate
      Percentage for such Distribution Date; (iv) from March 2019 through
      February 2020, the related Senior Percentage plus 20% of the related Subordinate
      Percentage for such Distribution Date; and (v) from and after March 2020,
      the related Senior Percentage for such Distribution Date; provided,
      however, that
      there shall be no reduction in the Group 2 Senior Prepayment Percentage on
      a
      Distribution Date, unless the Step Down Conditions are satisfied with respect
      to
      such Distribution Date; and provided,
      further,
      that if
      on any Distribution Date occurring on or after the Distribution Date in March
      2016, the Senior Percentage for Loan Group 2 exceeds the initial Senior
      Percentage for Loan Group 2, the Group 2 Senior Prepayment Percentage for such
      Distribution Date will again equal 100%.

     

    Notwithstanding
      the above, (i) if on any Distribution Date prior to March 2009 the Two Times
      Test is satisfied, the Group 2 Senior Prepayment Percentage will equal the
      related Senior Percentage for such Distribution Date plus 50% of the related
      Subordinate Percentage for such Distribution Date and (ii) if
      on any
      Distribution Date in or after March 2009 the Two Times Test is satisfied, the
      Group 2 Senior Prepayment Percentage will equal the related Senior Percentage
      for such Distribution Date.

     

    “Group
      2 Subordinate Adjusted Lower-Tier WAC”:
      For any
      Distribution Date (and the related Accrual Period), the product of (i) 2
      multiplied by (ii) the weighted average of the interest rates on the LT2-B1,
      LT2-B2, LT2-B3, LT2-B4, LT2-B5, LT2-B6, LT2-BZ, LT2-BY, and LT-BQ Interests,
      weighted on the basis of their principal balances as of the first day of the
      related Accrual Period and computed for this purpose by (a) first subjecting
      the
      interest rate on each of the LT2-BZ, LT2-BY, and LT-BQ Interests to a cap of
      0.00%, and (b) first subjecting the interest rate on each of the LT2-B1, LT2-B2,
      LT2-B3, LT2-B4, LT2-B5, and LT2-B6, Interests to a cap equal to the lesser
      of
      (I) the Pass-Through Rate for the Corresponding Class of Certificates multiplied
      by the quotient of the actual number of days in the Accrual Period for the
      Corresponding Class of Certificates divided by 30 and (II) the Group 2 Adjusted
      Net WAC for such Distribution Date.

     


    
      
        
        

      

      
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    “Group
      2 Subordinate Adjusted Lower-Tier Pay Rate”:
      For any
      Distribution Date (and the related Accrual Period), the product of (i) 2
      multiplied by (ii) the weighted average of the interest rates on the LT2-B1,
      LT2-B2, LT2-B3, LT2-B4, LT2-B5, LT2-B6, LT2-BZ, LT2-BY, and LT-BQ Interests,
      weighted on the basis of their principal balances as of the first day of the
      related Accrual Period and computed for this purpose by (a) first subjecting
      the
      interest rate on each of the LT2-BZ, LT2-BY, and LT-BQ Interests to a cap of
      0.00%, and (b) first subjecting the interest rate on each of the LT2-B1, LT2-B2,
      LT2-B3, LT2-B4, LT2-B5, and LT2-B6 Interests (I) to a cap equal to the
      Pass-Through Rate for the Corresponding Class of Certificates multiplied by
      the
      quotient of the actual number of days in the Accrual Period for the
      Corresponding Class of Certificates divided by 30 and (II) a floor equal to
      the
      Group 2 Adjusted Net WAC for such Distribution Date.

     

    “Group
      2 Subordinate Certificates”:
      The
      Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 and Class 2-B6
      Certificates.

     

    “Group
      2 Subordinate Percentage”:
      As to
      any Distribution Date, the percentage equivalent of a fraction, the numerator
      of
      which is the aggregate of the Class Principal Balances of the Classes of Group
      2
      Subordinate Certificates and the denominator of which is the Pool Balance of
      the
      Group 2 Mortgage Loans for such Distribution Date.

     

    “Group
      2 Subordinate Principal Distribution Amount”:
      With
      respect to Loan Group 2 and any Distribution Date, an amount equal to the sum
      of:

     

    (1) 
      the
      related Subordinate Percentage of all amounts described in clauses (a) through
      (d) of the definition of “Principal Distribution Amount” for Loan Group 2 and
      such Distribution Date;

     

    (2) with
      respect to each Mortgage Loan in Loan Group 2 that became a Liquidated Mortgage
      Loan during the related Prepayment Period, the amount of the Net Liquidation
      Proceeds allocated to principal received with respect thereto remaining after
      application thereof pursuant to clause (2) of the definition of “Senior
      Principal Distribution Amount” for Loan Group 2 and such Distribution Date, up
      to the related Subordinate Percentage of the Stated Principal Balance of such
      Mortgage Loan; and

     

    (3)
       the
      related Subordinated Prepayment Percentage of all amounts described in clause
      (f) of the definition of “Principal Distribution Amount” for Loan Group 2 and
      such Distribution Date.

     


    
      
        
        

      

      
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    “Indemnified
      Persons”:
      The
      Trustee (individually in its corporate capacity and in all capacities
      hereunder), the Master Servicer, the Depositor and the Securities Administrator
      (in all capacities hereunder) and their officers, directors, agents and
      employees and, with respect to the Trustee, any separate co-trustee and its
      officers, directors, agents and employees.

     

    “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, Securities Administrator, 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.

     

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

     

    “Initial
      Certificate Principal Balance”:
      With
      respect to any Certificate (other than the Interest-Only Certificates), the
      amount designated “Initial Certificate Principal Balance” on the face
      thereof.

     

    “Initial
      Certificate Notional Balance”:
      With
      respect to the Class 1-X, Class 2-X and Class 2-X-B Certificates, the amount
      designated “Initial Certificate Notional Balance” on the face
      thereof.

     

    “Initial
      LIBOR Rate”:
      4.570%.

     

    “Initial
      Loan Group 1 Balance”:
      $494,105,297.26.

     

    “Initial
      Loan Group 2 Balance”:
      $260,187,294.08.

     

    “Initial
      Loan Subgroup 1-A1 Balance”:
      $191,381,522.29.

     

    “Initial
      Loan Subgroup 1-A2 Balance”:
      $302,723,744.97.

     

    “Insurance
      Proceeds”:
      With
      respect to any Mortgage Loan, 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 related Mortgagor in accordance with the related Servicing
      Agreement.

     

    “Interest
      Distributable Amount”:
      With
      respect to any Distribution Date and each Class of Certificates (other than
      the
      Class 1-P, Class 2-P, Class 2-PO and Class 2-PO-B Certificates), the sum of
      (i) the Monthly Interest Distributable Amount for that Class and
      (ii) the Unpaid Interest Shortfall Amount for that Class.

     

    “Interest-Only
      Certificate”:
      Any of
      the Class 1-X, Class 2-X or Class 2-X-B Certificates.

     


    
      
        
        

      

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

     

    (a) Principal
      Prepayments in part received during the relevant Prepayment Period: the
      difference between (i) one month’s interest at the applicable Net Loan Rate on
      the amount of such prepayment and (ii) the amount of interest for the calendar
      month of such prepayment (adjusted to the applicable Net Loan Rate) received
      at
      the time of such prepayment; and

     

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

     

    (c) any
      Relief Act Reductions for such Distribution Date.

     

    “Latest
      Possible Maturity Date”:
      As
      determined as of the Cut-Off Date, the Distribution Date following the fifth
      anniversary of the scheduled maturity date of the Mortgage Loan having the
      latest scheduled maturity date as of the Cut-Off Date.

     

    “Lender-Paid
      Mortgage Insurance Loan”:
      Each
      Mortgage Loan identified as such in the Mortgage Loan Schedule.

     

    “Lender-Paid
      Mortgage Insurance Fee”:
      As to
      any Distribution Date and each Lender Paid Mortgage Insurance Mortgage Loan,
      an
      amount equal to the product of the Lender-Paid Mortgage Insurance Fee Rate
      and
      the outstanding Principal Balance of such Mortgage Loan as of the first day
      of
      the related Due Period. 

     

    “Lender-Paid
      Mortgage Insurance Fee Rate”:
      For
      each Lender-Paid Mortgage Insurance Loan and any Distribution Date, the per
      annum rate required to be paid in connection with the related lender-paid
      mortgage insurance policy for such Mortgage Loan on such Distribution
      Date.

     

    “LIBOR”:
      With
      respect to the first Accrual Period, the Initial LIBOR Rate. With respect to
      each subsequent Accrual Period, a per annum rate determined on the LIBOR
      Determination Date in the following manner by the Securities Administrator
      on
      the basis of the “Interest Settlement Rate” set by the BBA for one-month United
      States dollar deposits, as such rates appear on the Telerate Page 3750, as
      of
      11:00 a.m. (London time) on such LIBOR Determination Date.

     

    (a) If
      on
      such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
      appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
      Telerate Page 3750 is not available on such date, the Securities Administrator
      will obtain such rate from Reuters’ “page LIBOR 01” or Bloomberg’s page “BBAM.”
If such rate is not published for such LIBOR Determination Date, LIBOR for
      such
      date will be the most recently published Interest Settlement Rate. In the event
      that the BBA no longer sets an Interest Settlement Rate, the Securities
      Administrator will designate an alternative index that has performed, or that
      the Securities Administrator expects to perform, in a manner substantially
      similar to the BBA’s Interest Settlement Rate. The Securities Administrator will
      select a particular index as the alternative index only if it receives an
      Opinion of Counsel, which opinion shall be an expense reimbursed from the
      Distribution Account, that the selection of such index will not cause any REMIC
      created hereunder to lose its classification as a REMIC for federal income
      tax
      purposes.

     


    
      
        
        

      

      
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    (b) The
      establishment of LIBOR by the Securities Administrator and the Securities
      Administrator’s subsequent calculation of the Pass-Through Rate applicable to
      the LIBOR Certificates for the relevant Accrual Period, in the absence of
      manifest error, will be final and binding.

     

    “LIBOR
      Business Day”:
      Any
      day on which banks in London, England and The City of New York are open and
      conducting transactions in foreign currency and exchange.

     

    “LIBOR
      Certificates”:
      The
      Class 1-A1, Class 1-A2, Class 1-B1, Class 1-B2, Class 2-A1A, Class 2-A1B, Class
      2-A1C Certificates and the Group 2 Subordinate Certificates.

     

    “LIBOR
      Determination Date”:
      The
      second LIBOR Business Day immediately preceding the commencement of each Accrual
      Period for the LIBOR Certificates.

     

    “Liquidated
      Mortgage Loan”:
      As to
      any Distribution Date, any Mortgage Loan in respect of which the related
      Servicer or the Master Servicer has determined, in accordance with the servicing
      procedures specified herein, as of the end of the related Prepayment Period,
      that all Liquidation Proceeds that it expects to recover with respect to the
      liquidation of such 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 the Trust Fund by
      reason of its being purchased, sold or replaced pursuant to or as contemplated
      hereunder. 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 the Trust Fund by reason of its being sold or purchased
      pursuant to Section 10.01 hereof or the applicable provisions of the related
      Servicing Agreement.

     

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

     

    “Liquidation
      Proceeds”:
      With
      respect to any Mortgage Loan, the amount (other than amounts received in respect
      of the rental of any REO Property prior to REO Disposition) received by the
      related Servicer as proceeds from the liquidation of such Mortgage Loan, as
      determined in accordance with the applicable provisions of the related Servicing
      Agreement, other than Recoveries; provided
      that
      with respect to any Mortgage Loan or REO Property repurchased, substituted
      or
      sold pursuant to or as contemplated hereunder, or pursuant to the applicable
      provisions of the related Servicing Agreement, “Liquidation Proceeds” shall also
      include amounts realized in connection with such repurchase, substitution or
      sale.

     


    
      
        
        

      

      
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    “Loan
      Group”:
      Either
      of Loan Group 1 or Loan Group 2, as the context requires.

     

    “Loan
      Group Balance”:
      As to
      each Loan Group and any Distribution Date, the aggregate of the Stated Principal
      Balances, as of the Close of Business on the first day of the month preceding
      the month in which such Distribution Date occurs, of the Mortgage Loans in
      such
      Loan Group that were Outstanding Mortgage Loans on that day.

     

    “Loan
      Group 1”:
      At any
      time, the Group 1 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan
      Group 2”:
      At any
      time, the Group 2 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan
      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.

     

    “Loan
      Subgroup”:
      Either
      of Loan Subgroup 1-A1 or Loan Subgroup 1-A2, as the context
      requires.

     

    “Loan
      Subgroup Balance”:
      As to
      each Loan Subgroup and any Distribution Date, the aggregate of the Stated
      Principal Balances, as of the Close of Business on the first day of the related
      Due Period, of the Mortgage Loans in such Loan Subgroup that were Outstanding
      Mortgage Loans on that day.

     

    “Loan
      Subgroup 1-A1”:
      At any
      time, the Subgroup 1-A1 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan
      Subgroup 1-A2”:
      At any
      time, the Subgroup 1-A2 Mortgage Loans in the aggregate and any REO Properties
      acquired in respect thereof.

     

    “Loan-to-Collateral
      Value Ratio”:
      With
      respect to each Mortgage Loan and any date of determination, a fraction,
      expressed as a percentage, the numerator of which is the Principal Balance
      of
      the Mortgage Loan at such date of determination and the denominator of which
      is
      the Value of the related Mortgaged Property.

     

    “Loan-to-Value
      Ratio”:
      With
      respect to each Mortgage Loan and any date of determination, a fraction,
      expressed as a percentage, the numerator of which is the Principal Balance
      of
      the Mortgage Loan at such date of determination and the denominator of which
      is
      the Value of the related Mortgaged Property.

     

    “Lost
      Note Affidavit”:
      With
      respect to any Mortgage Loan as to which the original Mortgage Note has been
      lost or destroyed and has not been replaced, an affidavit from the Seller
      certifying that the original Mortgage Note has been lost, misplaced or destroyed
      (together with a copy of the related Mortgage Note and indemnifying the Trust
      Fund against any loss, cost or liability resulting from the failure to deliver
      the original Mortgage Note) in the form of Exhibit H hereto.

     


    
      
        
        

      

      
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    “Lower-Tier
      Regular Interest”:
      As
      described in the Preliminary Statement.

     

    “Lower-Tier
      REMIC”:
      As
      described in the Preliminary Statement.

     

    “LT2-AY
      Target Balance”:
      With
      respect to any Distribution Date, the excess, if any, of (i) the quotient of
      (a)
      the product of (I) the principal balance of the LT2-AZ Interest immediately
      preceding such Distribution Date multiplied by (II) the Group 2 Net WAC for
      such
      Distribution Date multiplied by (III) two, divided by (b) the Group 2 Adjusted
      Net WAC for such Distribution Date, over (ii) the principal balance of the
      LT2-AZ Interest immediately preceding such Distribution Date.

     

    “LT2-AZ
      Target Balance”:
      With
      respect to any Distribution Date, the excess, if any, of (i) the quotient of
      (a)
      the principal balance of the LT2-AY Interest immediately preceding such
      Distribution Date divided by (b) the difference between (I) 100% minus (II)
      the
      quotient of (A) the Group 2 Adjusted Net WAC for such Distribution Date divided
      by (B) the product of (1) two multiplied by (2) the Group 2 Net WAC for such
      Distribution Date, over (ii) the principal balance of the LT2-AY Interest
      immediately preceding such Distribution Date.

     

    LT2-BY
      Target Balance”:
      With
      respect to any Distribution Date, the excess, if any, of (i) the quotient of
      (a)
      the product of (I) the principal balance of the LT2-BZ Interest immediately
      preceding such Distribution Date multiplied by (II) the Group 2 Net WAC for
      such
      Distribution Date multiplied by (III) two, divided by (b) the Group 2 Adjusted
      Net WAC for such Distribution Date, over (ii) the principal balance of the
      LT2-BZ Interest immediately preceding such Distribution Date.

     

    “LT2-BZ
      Target Balance”:
      With
      respect to any Distribution Date, the excess, if any, of (i) the quotient of
      (a)
      the principal balance of the LT2-BY Interest immediately preceding such
      Distribution Date divided by (b) the difference between (I) 100% minus (II)
      the
      quotient of (A) the Group 2 Adjusted Net WAC for such Distribution Date divided
      by (B) the product of (1) two multiplied by (2) the Group 2 Net WAC for such
      Distribution Date, over (ii) the principal balance of the LT2-BY Interest
      immediately preceding such Distribution Date.

     

    “Majority
      Certificateholders”:
      The
      Holders of Certificates evidencing at least 51% of the Voting
      Rights.

     

    “Margin”:
      On
      each Distribution Date, (i) with respect to the Class 1-A1 Certificates, 0.230%
      per annum, and on each Distribution Date after the Call Option Date, 0.0.460%
      per annum, (ii) with respect to the Class 1-A2 Certificates, 0.200% per annum,
      and on each Distribution Date after the Call Option Date, 0.400% per annum,
      (iii) with respect to the Class 1-B1 Certificates, 0.420% per annum, and on
      each
      Distribution Date after the Call Option Date, 0.630% per annum, (iv) with
      respect to the Class 1-B2 Certificates, 0.620% per annum, and on each
      Distribution Date after the Call Option Date, 0.930% per annum, (v) with respect
      to the Class 2-A1A Certificates, 0.210% per annum, and on each Distribution
      Date
      after the Call Option Date, 0.420% per annum, (vi) with respect to the Class
      2-A1B Certificates, 0.280% per annum, and on each Distribution Date after the
      Call Option Date, 0.560% per annum, (vii) with respect to the Class 2-A1C
      Certificates, 0.310% per annum, and on each Distribution Date after the Call
      Option Date, 0.620% per annum, (viii) with respect to the Class 2-B1
      Certificates, 0.480% per annum, and on each Distribution Date after the Call
      Option Date, 0.720% per annum, (ix) with respect to the Class 2-B2 Certificates,
      0.880% per annum, and on each Distribution Date after the Call Option Date,
      1.320% per annum, (x) with respect to the Class 2-B3 Certificates, 1.750% per
      annum, and on each Distribution Date after the Call Option Date, 2.625% per
      annum, (xi) with respect to the Class 2-B4 Certificates, 1.750% per annum,
      and
      on each Distribution Date after the Call Option Date, 2.625% per annum, (xii)
      with respect to the Class 2-B5 Certificates, 1.750% per annum, and on each
      Distribution Date after the Call Option Date, 2.625% per annum, and (xiii)
      with
      respect to the Class 2-B6 Certificates, 1.750% per annum, and on each
      Distribution Date after the Call Option Date, 2.625% per annum.

     


    
      
        
        

      

      
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    “Master
      Servicer”:
      Wells
      Fargo Bank, N.A., or any successor Master Servicer appointed as herein
      provided.

     

    “Master
      Servicing Fee”:
      As to
      any Distribution Date, the income and gain realized from any investment of
      funds
      in the Distribution Account pursuant to Section 4.02(c) hereof.

     

    “Master
      Servicing Guide”:
      Wells
      Fargo Conduit and Norwest Conduit Servicing Guide, dated February 1997, as
      amended July 2001. 

     

    “Maximum
      Loan Rate”:
      With
      respect to each Mortgage Loan, the percentage set forth in the related Mortgage
      Note as the maximum Loan 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
      Mortgage Loan”:
      Any
      Mortgage Loan registered with MERS on the MERS System.

     

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

     

    “MIN”:
      The
      Mortgage Identification Number for any MERS Mortgage Loan.

     

    “Modifiable
      Mortgage Loan”:
      Any
      Mortgage Loan which, at the option of the Mortgagor and in accordance with
      the
      terms of the related Mortgage Note, may have the related Mortgage Rate modified
      to any adjustable rate or hybrid product offered at the time by the related
      originator.

     

    “Modified
      Mortgage Loan”:
      Any
      Modifiable Mortgage Loan as to which the related Mortgagor has exercised the
      right to modify the Mortgage Rate.

     

    “Modified
      Mortgage Loan Schedule”:
      With
      respect to each Distribution Date, a schedule listing each Modifiable Mortgage
      Loan in the form set forth in Schedule III hereto that has become a
      Modified Mortgage Loan during the immediately preceding Due Period, and the
      Purchase Price for each such Modified Mortgage Loan.

     


    
      
        
        

      

      
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    “MOM
      Loan”:
      Any
      Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for
      the
      originator of such Mortgage Loan and its successors and assigns.

     

    “Monthly
      Interest Distributable Amount”:
      With
      respect to each Class of Certificates (other than the Class P Certificates
      and
      Class PO Certificates) and any Distribution Date, the amount of interest accrued
      during the related Accrual Period at the related Pass-Through Rate on the Class
      Principal Balance or Class Notional Balance, as applicable, of that Class
      immediately prior to such Distribution Date.

     

    “Monthly
      Payment”:
      With
      respect to any Mortgage Loan, the scheduled monthly payment of principal and/or
      interest on such Mortgage Loan that is payable by the related Mortgagor from
      time to time under the related Mortgage Note, determined, for the purposes
      of
      this Agreement: (a) after giving effect to 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 the applicable provisions of the related Servicing
      Agreement; and (c) on the assumption that all other amounts, if any, due under
      such Mortgage Loan are paid when due.

     

    “Moody’s”:
      Moody’s Investors Service, Inc. or any successor thereto.

     

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

     

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

     

    “Mortgage
      Loan”:
      Each
      mortgage loan (including Cooperative Loans) transferred and assigned to the
      Trustee pursuant to Section 2.01 or Section 2.03(d) hereof as from time to
      time
      held as a part of the Trust Fund, the Mortgage Loans so held being identified
      in
      the Mortgage Loan Schedule.

     

    “Mortgage
      Loan Purchase Agreement”:
      The
      Mortgage Loan Purchase Agreement between the Seller and the Depositor, dated
      as
      of February 1, 2006, regarding the transfer of the Mortgage Loans by the Seller
      to or at the direction of the Depositor.

     

    “Mortgage
      Loan Schedule”:
      As of
      any date, the list of Mortgage Loans included in the Trust Fund on such date,
      attached hereto as Schedule I. The Mortgage Loan Schedule shall be prepared
      by
      the Seller and shall set forth the following information with respect to each
      Mortgage Loan:

     

    
      	
            	(i)	
              the
                Mortgage Loan identifying number;

            


    

     

    
      	 	
              (ii)

            	
              the
                state and five-digit ZIP code of the Mortgaged Property including
                the;

            


    

     

    
      	 	
              (iii)

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

            


    

     


    
      
        
        

      

      
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              (iv)

            	
              a
                code indicating whether the Residential Dwelling constituting the
                Mortgaged Property is (a) a detached single family dwelling, (b)
                a
                dwelling in a planned unit development, (c) a condominium unit, (d)
                a two-
                to four-unit residential property, (e) a townhouse or (f) other type
                of
                Residential Dwelling;

            


    

     

    
      	 	
              (v)

            	
              if
                the related Mortgage Note permits the borrower to make Monthly Payments
                of
                interest only for a specified period of time, (a) the original number
                of
                such specified Monthly Payments and (b) the remaining number of such
                Monthly Payments as of the Cut-Off
                Date;

            


    

     

    
      	 	
              (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
                Loan-to-Collateral Value Ratio at
                origination;

            


    

     

    
      	 	
              (x)

            	
              the
                Loan Rate in effect immediately following the Cut-Off
                Date;

            


    

     

    
      	 	
              (xi)

            	
              the
                date on which the first Monthly Payment is or was due on the Mortgage
                Loan;

            


    

     

    
      	 	
              (xii)

            	
              the
                stated maturity date;

            


    

     

    
      	 	
              (xiii)

            	
              the
                Servicing Fee Rate;

            


    

     

    
      	 	
              (xiv)

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

            


    

     

    
      	 	
              (xv)

            	
              the
                original principal balance of the Mortgage
                Loan;

            


    

     

    
      	 	
              (xvi)

            	
              the
                Stated Principal Balance of the Mortgage Loan on the Cut-Off Date
                and a
                code indicating the purpose of the Mortgage Loan (i.e., purchase
                financing, rate/term refinancing, cash-out
                refinancing);

            


    

     

    
      	 	
              (xvii)

            	
              the
                Index and Gross Margin specified in related Mortgage
                Note;

            


    

     

    
      	 	
              (xviii)

            	
              the
                next Adjustment Date, if
                applicable;

            


    

     

    
      	 	
              (xix)

            	
              the
                Maximum Loan Rate, if applicable;

            


    

     

    
      	 	
              (xx)

            	
              the
                Value of the Mortgaged Property;

            


    

     

    
      	 	
              (xxi)

            	
              the
                sale price of the Mortgaged Property, if
                applicable;

            


    

     

    
      	 	
              (xxii)

            	
              the
                product code;

            


    

     


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (xxiii)

            	
              Expense
                Fee Rate therefor; and

            


    

     

    
      	 	
              (xxiv)

            	
              the
                respective Loan Group or Loan
                Subgroup.

            


    

     

    Information
      set forth in clauses (ii) and (iii) above regarding each Mortgagor and the
      related Mortgaged Property shall be confidential and the Trustee (or Master
      Servicer) shall not disclose such information except to the extent disclosure
      may be required by any law or regulatory or administrative authority;
provided,
      however,
      that
      the Trustee may disclose on a confidential basis any such information to its
      agents, attorneys and any auditors in connection with the performance of its
      responsibilities hereunder.

    


    The
      Mortgage Loan Schedule, as in effect from time to time, shall also set forth
      the
      following information with respect to the Mortgage Loans in the aggregate and
      by
      Loan Group as of the Cut-Off Date: (1) the number of Mortgage Loans;
      (2) the current Principal Balance of the Mortgage Loans; (3) the
      weighted average Loan Rate of the Mortgage Loans; and (4) the weighted
      average remaining months to maturity of the Mortgage Loans. The Mortgage Loan
      Schedule shall be amended from time to time by the Seller in accordance with
      the
      provisions of this Agreement.

     

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

     

    “Mortgaged
      Property”:
      Either
      of (x) the fee simple or leasehold interest in real property, together with
      improvements thereto including any exterior improvements to be completed within
      120 days of disbursement of the related Mortgage Loan proceeds, or (y) in the
      case of a Cooperative Loan, the related Cooperative Shares and Proprietary
      Lease, securing the indebtedness of the Mortgagor under the related Mortgage
      Loan.

     

    “MortgageIT”:
      MortgageIT, Inc., a New York corporation, and its successors and
      assigns.

     

    “MortgageIT
      Servicing Agreement”:
      The
      Servicing Agreement, dated as of February 1, 2006, among MortgageIT, as seller
      and servicer, the Master Servicer and the Trustee, as the same may be amended
      from time. 

     

    “Mortgagor”:
      The
      obligor on a Mortgage Note.

     

    “MTA”:
      With
      respect to each Accrual Period, a per annum rate determined on each MTA
      Determination Date in the following manner by the Securities Administrator
      on
      the basis of the twelve-month moving average monthly yield on United States
      Treasury Securities adjusted to a constant maturity of one year as published
      by
      the Federal Reserve Board in the Federal Reserve Statistical Release “Selected
      Interest Rates (H.15)”, determined by averaging the monthly yields for the most
      recently available twelve months.

     

    “Net
      Deferred Interest”:
      With
      respect to Loan Group 2 and any Distribution Date, the greater of (i) the
      excess, if any, of the Deferred Interest for the related Due Date over the
      aggregate amount of any principal prepayments in part or in full received during
      the related Prepayment Period and (ii) zero.

     


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    


     

    “Net
      Interest Shortfall”:
      With
      respect to any Distribution Date, the excess of the Interest Shortfall, if
      any,
      for such Distribution Date over the sum of (i) Interest Shortfalls paid by
      the
      Servicers under the related Servicing Agreements with respect to such
      Distribution Date and (ii) Compensating Interest Payments made with respect
      to
      such Distribution Date.

     

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

     

    “Net
      Loan 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 Loan
      Rate for such Mortgage Loan minus the related Servicing Fee Rate.

     

    “Net
      Maximum Loan 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 Maximum
      Loan Rate for such Mortgage Loan minus the related Servicing Fee.

     

    “Net
      Maximum Rate Cap”:
      With
      respect to any Distribution Date and the Group 2 Subordinate Certificates,
      the
      Group 2 Net WAC Cap computed by assuming that each Group 2 Mortgage Loan accrued
      interest at its Net Maximum Rate.

     

    “Net
      WAC”:
      With
      respect to any Distribution Date, the Group 1-A1 Net WAC, the Group 1-A2 Net
      WAC
      or the Group 2 Net WAC, as applicable.

     

    “Net
      WAC Cap”:
      With
      respect to any Distribution Date, the Group 1-A1 Net WAC Cap, the Group 1-A2
      Net
      WAC Cap or the Group 2 Net WAC Cap, as applicable.

     

    “Nonrecoverable”:
      The
      determination by the Master Servicer or the related Servicer in respect of
      a
      delinquent Mortgage Loan that if it were to make an Advance in respect of
      thereof, such amount would not be recoverable from any collections or other
      recoveries (including Liquidation Proceeds) on such Mortgage Loan.

     

    “Notional
      Certificate”:
      Any
      Class 1-X, Class 2-X or Class 2-X-B Certificate.

     

    “Offered
      Certificates”:
      The
      Class 1-A1, Class 1-A2, Class 1-X, Class A-R, Class 1-B1, Class 1-B2, Class
      1-B3, Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 2-X, Class 2-X-B, Class
      2-PO,
      Class 2-PO-B, Class 2-B1, Class 2-B2 and Class 2-B3 Certificates.

     

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

     

    “One-Month
      LIBOR”:
      The
      average of interbank offered rates for one month U.S. dollar deposits in the
      London market based on quotations of major banks.

     


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    


     

    “One-Month
      LIBOR Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the One-Month LIBOR index.

     

    “One-Month
      MTA”:
      The
      twelve-month average yields on United States Treasury securities adjusted to
      a
      constant maturity of one year as published by the Federal Reserve Board in
      Statistical Release H.15(519).

     

    “One-Month
      MTA Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the MTA index.

     

    “One-Year
      CMT”:
      The
      weekly average yield on United States Treasury securities adjusted to a constant
      maturity of one year as published by the Federal Reserve Board in Statistical
      Release H.15(519).

     

    “One-Year
      CMT Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the One-Year CMT Index. 

     

    “One-Year
      LIBOR”:
      The
      average of interbank offered rates for one-year U.S. dollar deposits in the
      London market based on quotations of major banks.

     

    “One-Year
      LIBOR Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the One-Year LIBOR index.

     

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

     

    “Optional
      Call Date”:
      The
      first Distribution Date on which the aggregate of the Stated Principal Balances
      of the Mortgage Loans as of the end of the immediately preceding Due Period
      is
      equal to or less than 10% of the Cut-Off Date Aggregate Principal
      Balance.

     

    “Original
      Applicable Credit Support Percentage”:
      With
      respect to each Class of Subordinate Certificates, the corresponding percentage
      set forth below opposite its Class designation:

     

    
      	
              Class
                1-B1

            	
              6.50%

            	
              Class
                2-B1

            	
              8.50%

            
	
              Class
                1-B2

            	
              3.70%

            	
              Class
                2-B2

            	
              5.00%

            
	
              Class
                1-B3

            	
              2.50%

            	
              Class
                2-B3

            	
              3.40%

            
	
              Class
                1-B4

            	
              1.70%

            	
              Class
                2-B4

            	
              2.40%

            
	
              Class
                1-B5

            	
              0.95%

            	
              Class
                2-B5

            	
              1.40%

            
	
              Class
                1-B6

            	
              0.40%

            	
              Class
                2-B6

            	
              0.60%

            


    

    


     

    “Original
      Certificate Notional Balance”:
      With
      respect to the Class 1-X Certificates, $494,105,297. With respect to the Class
      2-X Certificates, $238,070,050. With respect to the Class 2-X-B Certificates,
      $22,117,244. 

     


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    


     

    “Original
      Class Notional Balance”:
      With
      respect to the Interest-Only Certificates, the corresponding aggregate notional
      amount set forth opposite the Class designation of such Class in the Preliminary
      Statement.

     

    “Original
      Class Principal Balance”:
      With
      respect to each Class of Certificates other than the Notional Certificates,
      the
      corresponding aggregate amount set forth opposite the Class designation of
      such
      Class in the Preliminary Statement. 

     

    “OTS”:
      The
      Office of Thrift Supervision.

     

    “Outstanding
      Mortgage Loan”:
      As of
      any Due Date, a Mortgage Loan with a Stated Principal Balance greater than
      zero,
      that was not the subject of a prepayment in full prior to such Due Date and
      that
      did not become a Liquidated Mortgage Loan prior to such Due 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 each Class of Certificates and any Distribution Date, the rate set
      forth below:

     

    The
      Pass-Through Rate for the Class 1-A1 Certificates with respect to any
      Distribution Date on or before the Optional Call Date shall be equal to the
      least of (i) One-Month LIBOR plus 0.230% per annum, (ii) the Group 1-A1 Net
      WAC Cap for that Distribution Date and (iii) 10.500%. On all Distribution Dates
      after the Optional Call Date, the Pass-Through Rate of the Class 1-A1
      Certificates shall be equal to One-Month LIBOR plus 0.460% per
      annum.

    


    
      	 	
              (i)

            	
              The
                Pass-Through Rate for the Class 1-A2 Certificates with respect to
                any
                Distribution Date on or before the Optional Call Date shall be equal
                to
                the least of (i) One-Month LIBOR plus 0.200% per annum, (ii) the
                Group 1-A2 Net WAC Cap for that Distribution Date and (iii) 10.500%.
                On
                all Distribution Dates after the Optional Call Date, the Pass-Through
                Rate
                of the Class 1-A2 Certificates shall be equal to One-Month LIBOR
                plus
                0.400% per annum.

            


    

     

    
      	 	
              (ii)

            	
              The
                Pass-Through Rate for the Class 1-X Certificates with respect to
                any
                Distribution Date shall be calculated at an annual rate equal to
                the
                excess, if any, of (i) the weighted average of the Net Loan Rates
                of the
                Group 1 Mortgage Loans over (ii) a rate equal to the product of (a)
                the
                interest accrued on the Group 1 Certificates (other than the Class
                1-X
                Certificates) for the related Accrual Period, multiplied by (b) 12,
                divided by the Class Notional Balance of the Class 1-X
                Certificates.

            


    

     

    
      	 	
              (iii)

            	
              The
                Pass-Through Rate for the Class A-R Certificates with respect to
                any
                Distribution Date shall be equal to the Subgroup 1-A1 Net WAC for
                that
                Distribution Date.

            


    

     


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (iv)

            	
              The
                Pass-Through Rate for the Class 1-B1 Certificates with respect to
                any
                Distribution Date shall be equal to the least of (i) One-Month LIBOR
                plus
                0.420% per annum, (ii) the Group 1 Subordinate Net WAC Cap for that
                distribution date and (iii) 10.500%. On all Distribution Dates after
                the
                Optional Call Date, the Pass-Through Rate of the Class 1-B1 Certificates
                shall be equal to One-Month LIBOR plus 0.630% per
                annum.

            


    

     

    
      	 	
              (v)

            	
              The
                Pass-Through Rate for the Class 1-B2 Certificates with respect to
                any
                Distribution Date shall be equal to the least of (i) One-Month LIBOR
                plus
                0.620% per annum, (ii) the Group 1 Subordinate Net WAC Cap for that
                distribution date and (iii) 10.500%. On all Distribution Dates after
                the
                Optional Call Date, the Pass-Through Rate of the Class 1-B2 Certificates
                shall be equal to One-Month LIBOR plus 0.930% per
                annum.

            


    

     

    
      	 	
              (vi)

            	
              The
                Pass-Through Rate for the Class 1-B3 Certificates with respect to
                any
                Distribution Date shall be equal to the Group 1 Subordinate Net
                WAC.

            


    

     

    
      	 	
              (vii)

            	
              The
                Pass-Through Rate for the Class 1-B4 Certificates with respect to
                any
                Distribution Date shall be equal to the Group 1 Subordinate Net
                WAC.

            


    

     

    
      	 	
              (viii)

            	
              The
                Pass-Through Rate for the Class 1-B5 Certificates with respect to
                any
                Distribution Date shall be equal to the Group 1 Subordinate Net
                WAC.

            


    

     

    
      	 	
              (ix)

            	
              The
                Pass-Through Rate for the Class 1-B6 Certificates with respect to
                any
                Distribution Date shall be equal to the Group 1 Subordinate Net
                WAC.

            


    

     

    
      	 	
              (x)

            	
              The
                Pass-Through Rate for the Class 2-A1A Certificates with respect to
                any
                Distribution Date on or before the Optional Call Date shall be equal
                to
                the least of (i) One-Month LIBOR plus 0.210% per annum, (ii) the
                Group 2 Net WAC Cap for that Distribution Date and (iii) 10.500%.
                On all
                Distribution Dates after the Optional Call Date, the Pass-Through
                Rate of
                the Class 2-A1A Certificates shall be equal to One-Month LIBOR plus
                0.420%
                per annum.

            


    

     

    
      	 	
              (xi)

            	
              The
                Pass-Through Rate for the Class 2-A1B Certificates with respect to
                any
                Distribution Date on or before the Optional Call Date shall be equal
                to
                the least of (i) One-Month LIBOR plus 0.280% per annum, (ii) the
                Group 2 Net WAC Cap for that Distribution Date and (iii) 10.500%.
                On all
                Distribution Dates after the Optional Call Date, the Pass-Through
                Rate of
                the Class 2-A1B Certificates shall be equal to One-Month LIBOR plus
                0.560%
                per annum.

            


    

     

    
      	 	
              (xii)

            	
              The
                Pass-Through Rate for the Class 2-A1C Certificates with respect to
                any
                Distribution Date on or before the Optional Call Date shall be equal
                to
                the least of (i) One-Month LIBOR plus 0.310% per annum, (ii) the
                Group 2 Net WAC Cap for that Distribution Date and (iii) 10.500%.
                On all
                Distribution Dates after the Optional Call Date, the Pass-Through
                Rate of
                the Class 2-A1C Certificates shall be equal to One-Month LIBOR plus
                0.620%
                per annum.

            


    

     


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (xiii)

            	
              The
                Pass-Through Rate for the Class 2-X Certificates with respect to
                any
                Distribution Date shall be calculated at an annual rate equal to
                the
                excess, if any, of (i) Group 2 Net WAC over (ii) a rate equal to
                the
                product of (a) the interest accrued on the Class 2-A1A, Class 2-A1B,
                and
                Class 2-A1C Certificates during the related Accrual Period, multiplied
                by
                (b) 12, divided by the Class Notional Balance of the Class 2-X
                Certificates.

            


    

     

    
      	 	
              (xiv)

            	
              The
                Pass-Through Rate for the Class 2-X-B Certificates with respect to
                any
                Distribution Date shall equal the excess, if any, of (i) the Group
                2 Net
                WAC minus
                (ii) a rate equal to the product of (a) interest accrued on the Group
                2
                Subordinate Certificates during the related Accrual Period and multiplied
                by (b) 12, divided by the Class Notional Balance of the Class 2-X-B
                Certificates.

            


    

     

    
      	 	
              (xv)

            	
              The
                Pass-Through Rate for the Class 2-B1 Certificates with respect to
                any
                Distribution Date shall be equal to the least of (i) One-Month LIBOR
                plus
                0.480% per annum, (ii) the Group 2 Net WAC Cap for that distribution
                date
                and (iii) the related Net Maximum Rate Cap for that Distribution
                Date. On
                all Distribution Dates after the Optional Call Date, the Pass-Through
                Rate
                of the Class 2-B1 Certificates shall be equal to One-Month LIBOR
                plus
                0.720% per annum.

            


    

     

    
      	 	
              (xvi)

            	
              The
                Pass-Through Rate for the Class 2-B2 Certificates with respect to
                any
                Distribution Date shall be equal to the least of (i) One-Month LIBOR
                plus
                0.880% per annum, (ii) the Group 2 Net WAC Cap for that distribution
                date
                and (iii) the related Net Maximum Rate Cap for that Distribution
                Date. On
                all Distribution Dates after the Optional Call Date, the Pass-Through
                Rate
                of the Class 2-B2 Certificates shall be equal to One-Month LIBOR
                plus
                1.320% per annum.

            


    

     

    
      	 	
              (xvii)

            	
              The
                Pass-Through Rate for the Class 2-B3 Certificates with respect to
                any
                Distribution Date shall be equal to the least of (i) One-Month LIBOR
                plus
                1.750% per annum, (ii) the Group 2 Net WAC Cap for that distribution
                date
                and (iii) the related Net Maximum Rate Cap for that Distribution
                Date. On
                all Distribution Dates after the Optional Call Date, the Pass-Through
                Rate
                of the Class 2-B3 Certificates shall be equal to One-Month LIBOR
                plus
                2.625% per annum.

            


    

     

    
      	 	
              (xviii)

            	
              The
                Pass-Through Rate for the Class 2-B4 Certificates with respect to
                any
                Distribution Date shall be equal to the least of (i) One-Month LIBOR
                plus
                1.750% per annum, (ii) the Group 2 Net WAC Cap for that distribution
                date
                and (iii) the related Net Maximum Rate Cap for that Distribution
                Date. On
                all Distribution Dates after the Optional Call Date, the Pass-Through
                Rate
                of the Class 2-B4 Certificates shall be equal to One-Month LIBOR
                plus
                2.625% per annum.

            


    

     


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (xix)

            	
              The
                Pass-Through Rate for the Class 2-B5 Certificates with respect to
                any
                Distribution Date shall be equal to the least of (i) One-Month LIBOR
                plus
                1.750% per annum, (ii) the Group 2 Net WAC Cap for that distribution
                date
                and (iii) the related Net Maximum Rate Cap for that Distribution
                Date. On
                all Distribution Dates after the Optional Call Date, the Pass-Through
                Rate
                of the Class 2-B5 Certificates shall be equal to One-Month LIBOR
                plus
                2.625% per annum.

            


    

     

    
      	 	
              (xx)

            	
              The
                Pass-Through Rate for the Class 2-B6 Certificates with respect to
                any
                Distribution Date shall be equal to the least of (i) One-Month LIBOR
                plus
                1.750% per annum, (ii) the Group 2 Net WAC Cap for that distribution
                date
                and (iii) the related Net Maximum Rate Cap for that Distribution
                Date. On
                all Distribution Dates after the Optional Call Date, the Pass-Through
                Rate
                of the Class 2-B6 Certificates shall be equal to One-Month LIBOR
                plus
                2.625% per annum.

            


    

     

    “Paying
      Agent”:
      Any
      paying agent appointed pursuant to Section 6.05 hereof.

     

    “PCAOB”:
      The
      Public Company Accounting Oversight Board.

     

    “Percentage
      Interest”:
      With
      respect to any Certificate other than a Residual Certificate, a fraction,
      expressed as a percentage, the numerator of which is the Initial Certificate
      Principal Balance or Initial Certificate Notional Balance, as applicable,
      represented by such Certificate and the denominator of which is the Original
      Class Principal Balance or Original Class Notional Balance, as applicable,
      of
      the related Class. With respect to the Residual Certificate, 100%.

     

    “Permitted
      Investments”:
      Any
      one or more of the following obligations or securities acquired at a purchase
      price of not greater than par, regardless of whether issued or managed by the
      Depositor, the Master Servicer, the Trustee or any of their respective
      Affiliates or for which an Affiliate of the Trustee 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 the Master Servicer or
                their
                agents 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 its ultimate parent has a short-term uninsured debt
                rating in one of the two highest available rating categories of each
                Rating Agency and (B) any other demand or time deposit or deposit
                which is
                fully insured by the FDIC;

            


    

     


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (iii)

            	
              repurchase
                obligations 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 or higher by the Rating
                Agencies;

            


    

     

    
      	 	
              (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, the
                District
                of Columbia or any State thereof and that are rated by each Rating
                Agency
                in its highest long-term unsecured rating categories 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) that is rated by each Rating Agency
                in its
                highest short-term unsecured debt rating available at the time of
                such
                investment;

            


    

     

    
      	 	
              (vi)

            	
              any
                mutual fund, money market fund, common trust fund or other pooled
                investment vehicle, the assets of which are limited to instruments
                that
                otherwise would constitute Eligible Investments hereunder, including
                any
                such fund that is managed by the Securities Administrator or any
                affiliate
                of the Securities Administrator or for which the Securities Administrator
                or any of its affiliates acts as an adviser as long as such fund
                is rated
                in at least the second highest rating category by Moody’s or S&P; and
                the Securities Administrator may trade with itself or an affiliate
                when
                purchasing or selling Permitted Investments;
                and

            


    

     

    
      	 	
              (vii)

            	
              if
                previously confirmed in writing to the Securities Administrator,
                any other
                demand, money market or time deposit, or any other obligation, security
                or
                investment, as may be acceptable to each Rating Agency in writing
                as a
                permitted investment of funds backing securities having ratings equivalent
                to its highest initial rating of the Senior
                Certificates;

            


    

     

    provided,
      however,
      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 a
      non-U.S. 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.

     


    
      
        
        

      

      
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    “Physical
      Certificates”:
      The
      Residual Certificate and the Class P Certificates.

     

    “Pool
      Balance”:
      As to
      any Distribution Date, the aggregate of the Stated Principal Balances, as of
      the
      first day of the related Due Period, of the Mortgage Loans in all Loan Groups
      that were Outstanding Mortgage Loans on that day.

     

    “Prepayment
      Penalty Amount”:
      With
      respect to any Mortgage Loan and each Distribution Date, all premiums or
      charges, if any, paid by Mortgagors under the related Mortgage Notes as a result
      of full or partial Principal Prepayments collected by the applicable Servicer
      during the immediately preceding Prepayment Period, but only to the extent
      required to be remitted to the Master Servicer on the applicable Servicer
      Remittance Date under the terms of the related Servicing Agreement.

     

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

     

    “Primary
      Insurance Policy”:
      Mortgage guaranty insurance, if any, on an individual Mortgage Loan, as
      evidenced by a policy or certificate.

     

    “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 Principal Balance of such Mortgage Loan after
      the Cut-Off Date. 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.

     

    “Principal
      Distribution Amount”:
      With
      respect to Loan Subgroup 1-A1, Loan Subgroup 1-A2 or Loan Group 2 and any
      Distribution Date, the sum of (a) each scheduled payment of principal
      collected or advanced on the related Mortgage Loans by the related Servicer
      or
      the Master Servicer in respect of the related Due Period, (b) that portion
      of the Purchase Price, representing principal of any repurchased or purchased
      Mortgage Loan in that Loan Group or Loan Subgroup, deposited to the Distribution
      Account during the related Prepayment Period, (c) the principal portion of
      any related Substitution Adjustments with respect to that Loan Group or Loan
      Subgroup deposited in the Distribution Account during the related Prepayment
      Period, (d) the principal portion of all Insurance Proceeds received during
      the related Prepayment Period with respect to Mortgage Loans in that Loan Group
      or Loan Subgroup that are not yet Liquidated Mortgage Loans, (e) the
      principal portion of all Net Liquidation Proceeds received during the related
      Prepayment Period with respect to Liquidated Mortgage Loans in that Loan Group
      or Loan Subgroup (other than Recoveries), (f) all Principal Prepayments in
      part or in full on Mortgage Loans in that Loan Group or Loan Subgroup applied
      by
      the Servicers or the Master Servicer during the related Prepayment Period,
      (g)
      all Recoveries received during the related Prepayment Period and (h) on the
      Distribution Date on which the Trust Fund is to be terminated pursuant to
      Section 10.01 hereof, that portion of the Termination Price in respect of
      principal for that Loan Group or Loan Subgroup.

     


    
      
        
        

      

      
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    “Principal
      Prepayment”:
      Any
      payment of principal made by the Mortgagor on a Mortgage Loan that is received
      in advance of its scheduled Due Date and that 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.

     

    “Pro
      Rata Share”:
      As to
      any Distribution Date and any Class of Group 1 Subordinate Certificates, the
      portion of the Group 1 Subordinate Principal Distribution Amount allocable
      to
      such Class, equal to the product of the (a) Group 1 Subordinate Principal
      Distribution Amount on such date and (b) a fraction, the numerator of which
      is
      the related Class Principal Balance of that Class and the denominator of which
      is the aggregate of the Class Principal Balances of all the Classes of Group
      1
      Subordinate Certificates. As to any Distribution Date and any Class of Group
      2
      Subordinate Certificates, the portion of the Group 2 Subordinate Principal
      Distribution Amount allocable to such Class, equal to the product of the (a)
      Group 2 Subordinate Principal Distribution Amount on such date and (b) a
      fraction, the numerator of which is the related Class Principal Balance of
      that
      Class and the denominator of which is the aggregate of the Class Principal
      Balances of all the Classes of Group 2 Subordinate Certificates.

     

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

     

    “Prospectus”:
      The
      Final Prospectus Supplement, together with the accompanying prospectus, dated
      September 26, 2005, relating to the Offered 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 3.25 or Section 10.01 hereof, and as
      confirmed by an Officers’ Certificate from the Seller to the Trustee and the
      Securities Administrator, an amount equal to the sum of (i) 100% of the
      Principal Balance thereof as of the date of purchase (or such other price as
      is
      provided in Section 10.01), plus (ii) in the case of (x) a Mortgage
      Loan, accrued interest on such Principal Balance at the applicable Loan Rate
      from the Due Date as to which interest was last covered by a payment by the
      Mortgagor 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 Principal Balance at the applicable Loan Rate from the Due Date as to
      which
      interest was last covered by a payment by the Mortgagor 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 and Liquidation Proceeds that as of the
      date of purchase had been distributed as or to cover REO Imputed Interest,
      plus
      (iii) any unreimbursed Servicing Advances and any unpaid Expense Fees
      allocable to such Mortgage Loan or REO Property, plus (iv) in the case of a
      Mortgage Loan required to be purchased pursuant to Section 2.03 hereof, any
      costs and damages incurred by the Trust Fund in connection with any violation
      by
      such Mortgage Loan of any predatory- or abusive-lending laws.

     

    “Qualified
      Insurer”:
      A
      mortgage guaranty insurance company duly qualified as such under the laws of
      the
      state of its principal place of business and each state having jurisdiction
      over
      such insurer in connection with the insurance policy issued by such insurer,
      duly authorized and licensed in such states to transact a mortgage guaranty
      insurance business in such states and to write the insurance provided by the
      insurance policy issued by it, and approved as an insurer by the Master Servicer
      so long as the claims paying ability of which is acceptable to each Rating
      Agency for pass-through certificates having the same ratings on the Certificates
      rated by each Rating Agency as of the Closing Date. Any replacement insurer
      with
      respect to a Mortgage Loan must have at least as high a claims paying ability
      rating as the insurer it replaces had on the Closing Date.

     


    
      
        
        

      

      
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    “Qualified
      Substitute Mortgage Loan”:
      A
      mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
      of
      this Agreement which must, on the date of such substitution, (i) have an
      outstanding 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 Principal Balance of the Deleted
      Mortgage Loan as of the Due Date in the calendar month during which the
      substitution occurs, (ii) have a maximum loan rate not less than the
      Maximum Loan Rate of the Deleted Mortgage Loan, (iii)  have a gross margin
      equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (iv)
      have the same Index as the Deleted Mortgage Loan, (v) have its next adjustment
      date not more than two months after the next Adjustment Date of the Deleted
      Mortgage Loan, (vi) have a remaining term to maturity not greater than (and
      not
      more than one year less than) that of the Deleted Mortgage Loan, (vii) be
      current as of the date of substitution, (viii) have a Loan-to-Value Ratio
      and a Loan-to-Collateral Value Ratio as of the date of substitution equal to
      or
      lower than the Loan-to-Value Ratio and the Loan-to-Collateral Value Ratio,
      respectively, of the Deleted Mortgage Loan as of such date, (ix) have been
      underwritten or re-underwritten in accordance with the same or substantially
      similar underwriting criteria and guidelines as the Deleted Mortgage Loan,
      (x)
      is of the same or better credit quality as the Deleted Mortgage Loan and
      (xi) conform to each representation and warranty set forth in Section 2.04
      hereof 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 terms described in clause (vi) hereof
      shall be determined on the basis of weighted average remaining term to maturity,
      the Loan-to-Value Ratio and Loan-to-Collateral Value Ratio described in clause
      (viii) 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 (x) hereof must be satisfied as to each
      Qualified Substitute Mortgage Loan or in the aggregate, as the case may
      be.

     

    “Rating
      Agency”:
      Each
      of S&P and Moody’s and any respective successors thereto. If Moody’s,
      S&P or their respective successors shall no longer be in existence, “Rating
      Agency” shall include such nationally recognized statistical rating agency or
      agencies, or other comparable Person or Persons, as shall have been 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, the amount of loss realized equal
      to
      the portion of the Principal Balance remaining unpaid after application of
      all
      Net Liquidation Proceeds in respect of such Liquidated Mortgage
      Loan.

     

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

     


    
      
        
        

      

      
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    “Record
      Date”:
      With
      respect to each Distribution Date and the LIBOR Certificates, the Business
      Day
      preceding the applicable Distribution Date so long as such Certificates remain
      Book-Entry Certificates and otherwise the Record Date shall be same as the
      other
      Classes of Certificates. For each other Class of Certificates, the last Business
      Day of the calendar month preceding the month in which such Distribution Date
      occurs.

     

    “Recovery”:
      With
      respect to any Distribution Date and a Mortgage Loan that became a Liquidated
      Mortgage Loan in a month preceding the related Prepayment Period to such
      Distribution Date and with respect to which the related Realized Loss was
      allocated to one or more Classes of Certificates, an amount received in respect
      of such Liquidated Mortgage Loan during the related Prepayment Period, net
      of
      any reimbursable expenses.

     

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

     

    “Regular
      Certificate”:
      Any
      Certificate other than the Class 1-P, Class 2-P and Class A-R
      Certificates.

     

    “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 clarifications and interpretations as have been provided by the Commission
      in the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    “Relevant
      Servicing Criteria”:
      The
      Servicing Criteria applicable to each party, as set forth on Exhibit R attached
      hereto. Multiple parties can have responsibility for the same Relevant Servicing
      Criteria. With respect to a Servicing Function Participant engaged by the Master
      Servicer, the Securities Administrator, the Trustee, in its capacity as
      Custodian or each Servicer, the term “Relevant Servicing Criteria” may refer to
      a portion of the Relevant Servicing Criteria applicable to such
      parties.

     

    “Relief
      Act”:
      The
      Servicemembers Civil Relief Act or similar state or local law.

     

    “Relief
      Act Reductions”:
      With
      respect to any Distribution Date and any Mortgage Loan as to which there has
      been a reduction in the amount of interest collectible thereon for the most
      recently ended Due Period as a result of the application of the Relief Act,
      the
      amount, if any, by which (i) interest collectible on that Mortgage Loan during
      such Due Period is less than (ii) one month’s interest on the Stated Principal
      Balance of such Mortgage Loan at the Loan Rate for such Mortgage Loan before
      giving effect to the application of the Relief Act.

     

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

     

    “REMIC
      Opinion”:
      An
      Independent Opinion of Counsel, to the effect that the proposed action described
      therein would not cause an Adverse REMIC Event.

     


    
      
        
        

      

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

     

    “Remittance
      Report”:
      The
      Master Servicer’s Remittance Report to the Securities Administrator providing
      information with respect to each Mortgage Loan which is provided no later than
      the second Business Day following each Determination Date and which shall
      contain such information as may be agreed upon by the Master Servicer and the
      Securities Administrator and which shall be sufficient to enable the Securities
      Administrator to prepare the related Distribution Date Statement.

     

    “Rents
      from Real Property”:
      With
      respect to any REO Property, gross income of the character described in Section
      856(d) of the Code.

     

    “REO
      Account”:
      The
      account or accounts maintained by a Servicer in respect of an REO Property
      pursuant to the related Servicing Agreement.

     

    “REO
      Disposition”:
      The
      sale or other disposition of an REO Property on behalf of the Trust
      Fund.

     

    “REO
      Imputed Interest”:
      As to
      any REO Property, for any calendar month during which such REO Property was
      at
      any time part of the Trust Fund, one month’s interest at the applicable Net Loan
      Rate on the 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 Due 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 10.01 hereof that is allocable to such REO Property) or
      otherwise, net of any portion of such amounts (i) payable pursuant to the
      applicable provisions of the related Servicing Agreement in respect of the
      proper operation, management and maintenance of such REO Property or (ii)
      payable or reimbursable to the applicable Servicer pursuant to the applicable
      provisions of the related Servicing Agreement for unpaid Master Servicing Fees
      and Servicing Fees in respect of the related Mortgage Loan and unreimbursed
      Servicing Advances and Advances in respect of such REO Property or the related
      Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO
      Property for such calendar month.

     

    “REO
      Property”:
      A
      Mortgaged Property acquired by the applicable Servicer on behalf of the Trust
      Fund through foreclosure or deed-in-lieu of foreclosure in accordance with
      the
      applicable provisions of the related Servicing Agreement.

     

    “Reportable
      Event”:
      As
      defined in Section 3.19(c).

     


    
      
        
        

      

      
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    “Request
      for Release”:
      A
      release signed by a Servicing Officer, in the form of Exhibit F attached
      hereto.

     

    “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 condominium project, (iv) a manufactured home, (v) a cooperative unit or
      (vi)
      a detached one-family dwelling in a planned unit development, none of which
      is a
      mobile home.

     

    “Residual
      Certificate”:
      The
      Class A-R Certificate.

     

    “Responsible
      Officer”:
      When
      used with respect to the Trustee, any director, any vice president, any
      assistant vice president, any associate assigned to the Corporate Trust Office
      (or similar group) or any other officer of the Trustee customarily performing
      functions similar to those performed by any of the above designated officers
      and, with respect to a particular matter, to whom such matter is referred
      because of such officer’s knowledge of and familiarity with the particular
      subject.

     

    “Restricted
      Classes”:
      As
      defined in Section 5.01(e).

     

    “Restricted
      Global Security”:
      As
      defined in Section 6.01.

     

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

     

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

     

    “Sarbanes-Oxley
      Certification”:
      A
      written certification covering the activities of all Servicing Function
      Participants and signed by an officer of the Master Servicer that complies
      with
      (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii)
      Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time;
      provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002
      is
      amended, (b) the Rules referred to in clause (ii) are modified or superseded
      by
      any subsequent statement, rule or regulation of the Commission or any statement
      of a division thereof, or (c) any future releases, rules and regulations are
      published by the Securities and Exchange Commission from time to time pursuant
      to the Sarbanes-Oxley Act of 2002, which in any such case affects the form
      or
      substance of the required certification and results in the required
      certification being, in the reasonable judgment of the Master Servicer,
      materially more onerous than the form of the required certification as of the
      Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the
      Master Servicer, the Depositor and the Seller following a negotiation in good
      faith to determine how to comply with any such new requirements.

     

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

     

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

     


    
      
        
        

      

      
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    “Security
      Agreement”:
      With
      respect to any Cooperative Loan, the agreement between the owner of the related
      Cooperative Shares and the originator of the related Mortgage Note that defines
      the terms of the security interest in such Cooperative Shares and the related
      Proprietary Lease.

     

    “Seller”:
      MortgageIT, in its capacity as seller under this Agreement.

     

    “Senior
      Certificate”:
      Any
      one of the Class 1-A1, Class 1-A2, Class 1-X, Class A-R, Class 2-A1A, Class
      2-A1B, Class 2-A1C, Class 2-X, Class 2-X-B, Class 2-PO, Class 2-PO-B, Class
      1-P
      and Class 2-P Certificates.

     

    “Senior
      Certificate Group”:
      Any of
      (a) the Class 1-A1, Class 1-A2, Class 1-X and Class A-R Certificates with
      respect to Loan Group 1, (b) the Class 1-A1 Certificates with respect to Loan
      Subgroup 1-A1, (c) the Class 1-A2 Certificates with respect to Loan Subgroup
      1-A2 and (d) the Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 2-X, Class 2-X-B,
      Class 2-PO and Class 2-PO-B Certificates with respect to Loan Group
      2.

     

    “Senior
      Certificateholder”:
      Any
      Holder of a Senior Certificate.

     

    “Senior
      Credit Support Depletion Date”:
      The
      date on which the Class Principal Balance of each Class of Group 1 or Group
      2
      Subordinate Certificates has been reduced to zero.

     

    “Senior
      Percentage”:
      With
      respect to each Loan Group or Loan Subgroup and any Distribution Date, the
      percentage equivalent of a fraction the numerator of which is the aggregate
      of
      the Class Principal Balances of the Class or Classes of Senior Certificates
      relating to that Loan Group or Loan Subgroup immediately prior to such
      Distribution Date and the denominator of which is the Loan Group or Loan
      Subgroup Balance in the related Loan Group or Loan Subgroup for such
      Distribution Date provided,
      however,
      that on
      any Distribution Date after a Senior Termination Date has occurred with respect
      to a Loan Group or Loan Subgroup, the Senior Percentage for that Loan Group
      or
      Loan Subgroup will be equal to 0%. 

     

    “Senior
      Prepayment Percentage”:
      The
      Group 1 Senior Prepayment Percentage or the Group 2 Senior Prepayment
      Percentage, as applicable. 

     

    “Senior
      Principal Distribution Amount”:
      With
      respect to Loan Group 1 and each Loan Subgroup thereof and any Distribution
      Date, the sum of: 

     

    (1) the
      related Senior Percentage of all amounts described in clauses (a) through (d)
      of
      the definition of “Principal Distribution Amount” for such Distribution
      Date;

     

    (2) with
      respect to each Mortgage Loan in that Loan Subgroup which became a Liquidated
      Mortgage Loan during the related Prepayment Period, the lesser of

     

    
      	 	
              (x)

            	
              the
                related Senior Percentage of the Stated Principal Balance of that
                Mortgage
                Loan; and

            


    

     


    
      
        
        

      

      
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              (y)

            	
              the
                Group 1 Senior Prepayment Percentage of the amount of the Net Liquidation
                Proceeds allocable to principal received with respect to that Mortgage
                Loan; and

            


    

     

    (3) the
      Group
      1 Senior Prepayment Percentage of the amounts described in clause (f) of the
      definition of “Principal Distribution Amount.”

     

    With
      respect to Loan Group 2 and any Distribution Date, the sum of: 

     

    (1)
      the
      related Senior Percentage of all amounts described in clauses (a) through (d)
      of
      the definition of “Principal Distribution Amount” for such Distribution
      Date;

     

    (2)
      with
      respect to each Mortgage Loan in Loan Group 2 which became a Liquidated Mortgage
      Loan during the related Prepayment Period, the lesser of

     

    
      	 	
              (x)

            	
              the
                related Senior Percentage of the Stated Principal Balance of that
                Mortgage
                Loan; and

            


    

     

    
      	 	
              (y)

            	
              the
                Group 2 Senior Prepayment Percentage of the amount of the Net Liquidation
                Proceeds allocable to principal received with respect to that Mortgage
                Loan; and

            


    

     

    (3)
      the
      Group
      2 Senior Prepayment Percentage of the amounts described in clause (f) of the
      definition of “Principal Distribution Amount.”.

     

    “Senior
      Termination Date”:
      For
      each Loan Group or Loan Subgroup, the Distribution Date on which the aggregate
      of the Class Principal Balances of the related Senior Certificates is reduced
      to
      zero.

     

    “Servicer”:
      Any of
      (i) MortgageIT, in its capacity as servicer of the Mortgage Loans, (ii) GMACM,
      as subservicer of the Mortgage Loans or (iii) any successor servicer or
      subservicer.

     

    “Servicer
      Remittance Date”:
      With
      respect to each Mortgage Loan, the 18th
      day of
      each month, or the next Business Day if such 18th
      day is
      not a Business Day or if provided in the related servicing agreement, the
      preceding Business Day if such 18th
      day is
      not a Business Day.

     

    “Servicing”:
      In
      accordance with Regulation AB, the act of servicing and administering the
      Mortgage Loans or any other assets of the Trust by an entity that meets the
      definition of “servicer” set forth in Item 1101 of Regulation AB and is subject
      to the disclosure requirements set forth in Item 1108 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

    “Servicing
      Account”:
      Any
      account established and maintained for the benefit of the Master Servicer or
      the
      Trust Fund by a Servicer or with respect to the related Mortgage Loans and
      any
      REO Property, pursuant to the terms of the respective Servicing
      Agreement.

     


    
      
        
        

      

      
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    “Servicing
      Advances”:
      With
      respect to any Servicer or the Master Servicer (including the Trustee in its
      capacity as successor Master Servicer), all customary, reasonable and necessary
      “out of pocket” costs and expenses (including reasonable attorneys’ fees and
      expenses) incurred by any Servicer or the Master Servicer in the performance
      of
      its servicing obligations, including, but not limited to, the cost of (i) the
      preservation, restoration, inspection and protection of the Mortgaged Property,
      (ii) any enforcement or judicial proceedings, including foreclosures, (iii)
      the
      management and liquidation of the REO Property and (iv) compliance with the
      obligations under Article III hereof or the related Servicing Agreements, as
      applicable.

     

    “Servicing
      Agreement”:
      Each of
      (i) the MortgageIT Servicing Agreement and (ii) the GMACM Subservicing
      Agreement, and any other servicing agreement or subservicing agreement entered
      into between a successor servicer or subservicer, as applicable, and the Seller
      or the Trustee on behalf of the Trust Fund pursuant to the terms
      hereof.

     

    “Servicing
      Criteria”:
      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 and for any calendar month, the fee payable to
      such Servicer determined pursuant to the related Servicing
      Agreement.

     

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

     

    “Servicing
      Function Participant”:
      Any
      1122 Subservicer, 1122 Subcontractor or any other Person, other than each
      Servicer, the Master Servicer, the Trustee, the Custodian and the Securities
      Administrator, respectively.

     

    “Servicing
      Officer”: Any
      officer of a Master Servicer or Servicer involved in, or responsible for, the
      administration and servicing of Mortgage Loans, whose name and specimen
      signature appear on a list of servicing officers furnished by the Master
      Servicer, Servicer or Subservicer, as applicable, to the Trustee, the Custodian
      and the Depositor on the Closing Date, as such list may from time to time be
      amended.

     

    “Significant
      Modification”:
      As
      defined in Section 3.25.

     

    “Significant
      Modification Loan”:
      As
      defined in Section 3.25.

     

    “Six-Month
      LIBOR”:
      The
      average of interbank offered rates for six-month U.S. dollar deposits in the
      London market based on quotations of major banks.

     

    “Six-Month
      LIBOR Indexed”:
      Indicates a Mortgage Loan that has an adjustable Loan Rate calculated on the
      basis of the Six-Month LIBOR index.

     

    “Sponsor”:
      MortgageIT, in its capacity as sponsor under this Agreement.

     

    “Startup
      Day”:
      As
      defined in Section 9.01(b) hereof.

     


    
      
        
        

      

      
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    “Stated
      Principal Balance”:
      With
      respect to any Mortgage Loan: (a) as of the Distribution Date in March 2006,
      the
      Cut-Off Date Principal Balance of such Mortgage Loan,  (b) thereafter as of
      any date of determination up to and including the Distribution Date on which
      the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, the outstanding principal balance of such Mortgage Loan
      as
      of the Cut-Off Date, as shown in the Mortgage Loan Schedule, minus,
      in the
      case of each Mortgage Loan, the sum of (i) the principal portion of each
      Monthly Payment due on a Due Date subsequent to the Cut-Off Date, whether or
      not
      received, (ii) all Principal Prepayments received after the Cut-Off Date,
      to the extent distributed pursuant to Section 5.01 before such date of
      determination and (iii) all Liquidation Proceeds and Insurance Proceeds
      applied by the applicable Servicer as recoveries of principal in accordance
      with
      the applicable provisions of the related Servicing Agreement, to the extent
      distributed pursuant to Section 5.01 before such date of determination; and
      (c) as of any date of determination 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: (x) as
      of any date of determination up to and 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 the Trust Fund, minus 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
      5.01 before such date of determination; and (y) as of any date of
      determination 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.

     

    “Step
      Down Conditions”:
      As of
      any Distribution Date on which any decrease in any Senior Prepayment Percentage
      may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days
      or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged
      over the preceding six month period, as a percentage of the aggregate of the
      Class Principal Balances of the Group 1 or Group 2 Subordinate Certificates,
      as
      applicable, on such Distribution Date, does not equal or exceed 50% and
      (ii) cumulative Realized Losses with respect to all of the Mortgage Loans
      do not exceed:

     

    
      	 	
              (a)

            	
              for
                any Distribution Date on or after the tenth anniversary until the
                eleventh
                anniversary of the first Distribution Date, 30% of the aggregate
                Certificate Principal Balance of the Group 1 or Group 2 Subordinate
                Certificates, respectively, as of the Closing
                Date,

            


    

     

    
      	 	
              (b)

            	
              for
                any Distribution Date on or after the eleventh anniversary until
                the
                twelfth anniversary of the first Distribution Date, 35% of the aggregate
                Certificate Principal Balance of the Group 1 or Group 2 Subordinate
                Certificates, respectively, as of the Closing
                Date,

            


    

     

    
      	 	
              (c)

            	
              for
                any Distribution Date on or after the twelfth anniversary until the
                thirteenth anniversary of the first Distribution Date, 40% of the
                aggregate Certificate Principal Balance of the Group 1 or Group 2
                Subordinate Certificates, respectively, as of the Closing
                Date,

            


    

     


    
      
        
        

      

      
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              (d)

            	
              for
                any Distribution Date on or after the thirteenth anniversary until
                the
                fourteenth anniversary of the first Distribution Date, 45% of the
                aggregate Certificate Principal Balance of the Group 1 or Group 2
                Subordinate Certificates, respectively, as of the Closing Date,
                and

            


    

     

    
      	 	
              (e)

            	
              for
                any Distribution Date on or after the fourteenth anniversary of the
                first
                Distribution Date, 50% of the aggregate Certificate Principal Balance
                of
                the Subordinate Certificates as of the Closing
                Date.

            


    

     

    “Strike
      Rate”:
      With
      respect to any Distribution Date and the Yield Maintenance Agreement, the strike
      rate listed on Schedule III hereto.

     

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

     

    “Subgroup
      1-A1 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

     

    “Subgroup
      1-A2 Mortgage Loan”:
      A
      Mortgage Loan that is identified as such on the Mortgage Loan
      Schedule.

     

    “Subordinate
      Certificate”:
      Any
      one of the Class 1-B1, Class 1-B2, Class 1-B3, Class 1-B4, Class 1-B5, Class
      1-B6, Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 or Class 2-B6
      Certificates.

     

    “Subordinate
      Component”:
      With
      respect to each of Loan Subgroup 1-A1 and Loan Subgroup 1-A2 and any
      Distribution Date, the excess of the related Loan Subgroup Balance for such
      Distribution Date over the aggregate Class Principal Balance of the related
      Senior Certificates immediately preceding such Distribution Date.

     

    “Subordinate
      Percentage”:
      With
      respect to Loan Group 2, or in the case of Loan Group 1, each Loan Subgroup,
      and
      any Distribution Date, the difference between 100% and the related Senior
      Percentage for such Loan Group or Loan Subgroup, as applicable, and such
      Distribution Date; provided,
      however,
      that
      with respect to Loan Group 1, on any Distribution Date occurring after a Senior
      Termination Date has occurred with respect to one Loan Subgroup, the Subordinate
      Percentage will represent the entire interest of the Group 1 Subordinate
      Certificates in the Mortgage Loans and will equal the difference between 100%
      and the related Senior Percentage for such Distribution Date.

     

    “Subordinate
      Prepayment Percentage”:
      With
      respect to Loan Group 2, or in the case of Loan Group 1, each Loan Subgroup,
      and
      any Distribution Date, the difference between 100% and the related Senior
      Prepayment Percentage for such Distribution Date.

     

    “Subservicer”:
      GMACM,
      as subservicer of the Mortgage Loans or any successor thereto.

     


    
      
        
        

      

      
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    “Substitution
      Adjustment”:
      As
      defined in Section 2.03(d) hereof.

     

    “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 the REMIC Taxable
      Income or Net Loss Allocation, or any successor forms, to be filed on behalf
      of
      each of the REMICs created hereunder 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 currently so designated as “Page 3750” on the Bridge Telerate Service
      (or such other page selected by the Master Servicer as may replace Page 3750
      on
      that service for the purpose of displaying daily comparable rates on
      prices).

     

    “Termination
      Price”:
      As
      defined in Section 10.01(a) hereof. 

     

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

     

    “Transfer
      Affidavit”:
      As
      defined in Section 6.02(e)(ii) hereof.

     

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

     

    “Trust
      Fund”:
      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, such Trust Fund consisting of: (i) such Mortgage Loans as from
      time to time are subject to this Agreement, together with the Mortgage Files
      relating thereto, and together with all collections thereon and proceeds
      thereof, (ii) any REO Property, together with all collections thereon and
      proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans
      under all insurance policies required to be maintained pursuant to this
      Agreement and any proceeds thereof, (iv) the Depositor’s rights under the
      Mortgage Loan Purchase Agreement (including any security interest created
      thereby); (v) the Distribution Account (subject to the last sentence of this
      definition), 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, (vi) all right, title and
      interest of the Seller in and to each of the Servicing Agreements, (vii) the
      Basis Risk Reserve Funds and (x) the Yield Maintenance Account. Notwithstanding
      the foregoing, however, the Trust Fund specifically excludes (1) all payments
      and other collections of interest and principal due on the Mortgage Loans on
      or
      before the Cut-Off Date and principal received before the Cut-Off Date (except
      any principal collected as part of a payment due after the Cut-Off Date) and
      (2)
      all income and gain realized from Permitted Investments of funds on deposit
      in
      the Distribution Account.

     

    “Trustee”:
      Deutsche Bank National Trust Company, not in its individual capacity but solely
      as trustee, a national banking association, its successors or assigns, or any
      successor trustee appointed as herein provided.

     


    
      
        
        

      

      
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    “Trustee
      Fee”:
      The
      annual on-going fee payable by the Master Servicer on behalf of the Trust Fund
      to the Trustee from the Master Servicer Fee and pursuant to the terms of the
      separate fee letter agreement between the Trustee and the Master Servicer
      relating to the MortgageIT Trust 2006-1.

     

    “Two
      Times Test”:
      As to
      any Distribution Date and Loan Group 1, (i) the Aggregate Subordinate Percentage
      for Loan Group 1 is at least two times the Aggregate Subordinate Percentage
      for
      Loan Group 1 as of the Closing Date; (ii) the aggregate of the Principal
      Balances of all Mortgage Loans Delinquent 60 days or more (including Mortgage
      Loans in REO and foreclosure), averaged over the preceding six-month period,
      as
      a percentage of the aggregate of the Class Principal Balances of the Group
      1
      Subordinate Certificates, does not equal or exceed 50%; and (iii) on or after
      the Distribution Date in March 2009, cumulative Realized Losses do not exceed
      30% of the Class Principal Balances of the Group 1 Subordinate Certificates
      as
      of the Closing Date, or prior to the Distribution Date in March 2009, cumulative
      Realized Losses do not exceed 20% of the Class Principal Balances of the Group
      1
      Subordinate Certificates as of the Closing Date.

     

    As
      to any
      Distribution Date and Loan Group 2, (i) the Aggregate Subordinate Percentage
      for
      Loan Group 1 is at least two times the Aggregate Subordinate Percentage for
      Loan
      Group 2 as of the Closing Date; (ii) the aggregate of the Principal Balances
      of
      all Mortgage Loans Delinquent 60 days or more (including Mortgage Loans in
      REO
      and foreclosure), averaged over the preceding six-month period, as a percentage
      of the aggregate of the Class Principal Balances of the Group 2 Subordinate
      Certificates, does not equal or exceed 50%; and (iii) on or after the
      Distribution Date in March 2009, cumulative Realized Losses do not exceed 30%
      of
      the Class Principal Balances of the Group 2 Subordinate Certificates as of
      the
      Closing Date, or prior to the Distribution Date in March 2009, cumulative
      Realized Losses do not exceed 20% of the Class Principal Balances of the Group
      2
      Subordinate Certificates as of the Closing Date.

     

    “Undercollateralized
      Subgroup”:
      With
      respect to any Distribution Date, any Class of Senior Certificates related
      to
      any Loan Subgroup of Loan Group 1 as to which the aggregate Class Principal
      Balance thereof, after giving effect to distributions pursuant to Section
      5.01(a) on such date, is greater than the Loan Subgroup Balance of the related
      Loan Subgroup for such Distribution Date. 

     

    “Underwriter’s
      Exemption”:
      Prohibited Transaction Exemption 90-59 (Exemption Application No. D-8374),
      as
      amended by PTE 97-34 (Exemption Application No. D-10245 and D-10246) and by
      PTE
      2000-58 (Exemption Application No. D-10829) and PTE 2002-41 (Exemption
      Application No. D-11077), as amended (or any successor thereto), or any
      substantially similar administrative exemption granted by the U.S. Department
      of
      Labor. 

     

    “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 on such Mortgaged Property.

     

    “United
      States Person”
or
      “U.S.
      Person”:
      A
      citizen or resident of the United States, a corporation, partnership or other
      entity treated as a corporation or partnership for federal income tax purposes
      (other than a partnership that is not treated as a U.S. Person pursuant to
      any
      applicable Treasury regulations) created or organized in, or under the laws
      of,
      the United States, any state thereof or the District of Columbia, or an estate
      the income of which from sources without the United States is includible in
      gross income for United States federal income tax purposes regardless of its
      connection with the conduct of a trade or business within the United States,
      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 authority to control all substantial decisions of the trust. The
      term “United States” shall have the meaning set forth in Section 7701 of
      the Code or successor provisions.

     


    
      
        
        

      

      
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    “Unpaid
      Interest Shortfall Amount”:
      With
      respect to each Class of Certificates and (i) the first Distribution Date,
      zero, and (ii) any Distribution Date after the first Distribution Date, the
      amount, if any, by which (1)(a) the Monthly Interest Distributable Amount for
      that Class for the immediately preceding Distribution Date exceeds (b) the
      aggregate amount distributed on that Class in respect of such Monthly Interest
      Distributable Amount on the preceding Distribution Date plus (2) any such
      shortfalls remaining unpaid from prior Distribution Dates.

     

    “Upper
      Tier REMIC”:
      As
      described in the Preliminary Statement.

     

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

     

    (i) the
      value
      of such Mortgaged Property as determined by an appraisal made for the originator
      of the Mortgage Loan at the time of origination of the Mortgage Loan by an
      appraiser who met the minimum requirements of Fannie Mae and Freddie Mac; and
      

     

    (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 Refinancing Mortgage Loan, such value of the Mortgaged Property
      is
      based solely upon the value determined by an appraisal made for the originator
      of such Refinancing Mortgage Loan at the time of origination by an appraiser
      who
      met the minimum requirements of Fannie Mae and Freddie Mac.

     

    “Voting
      Rights”:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate. 94% of the voting rights shall be allocated among the Classes
      of Certificates (other than the Class 1-X, Class 2-X, Class 2-X-B, Class 1-P,
      Class 2-P and Class A-R Certificates), pro
      rata,
      based
      on a fraction, expressed as a percentage, the numerator of which is the Class
      Principal Balance of such Class and the denominator of which is the aggregate
      of
      the Class Principal Balances then outstanding, 1% of the voting rights shall
      be
      allocated to the Holders of the Class 1-X Certificates; 1% of the voting rights
      shall be allocated to the Holders of the Class 2-X Certificates; 1% of the
      voting rights shall be allocated to the Holders of the Class 2-X-B Certificates;
      1% of the voting rights shall be allocated to the Holder of the Class 1-P
      Certificate; 1% of the voting rights shall be allocated to the Holder of the
      Class 2-P Certificate; and 1% of the voting rights shall be allocated to the
      Holder of the Class A-R Certificate; provided,
      however,
      that
      when none of the Regular Certificates is outstanding, 100% of the voting rights
      shall be allocated to the Holder of the Class A-R Certificate. The voting rights
      allocated to a Class of Certificates shall be allocated among all Holders of
      such Class, pro
      rata,
      based
      on a fraction the numerator of which is the Certificate Principal Balance or
      Certificate Notional Balance of each Certificate of such Class and the
      denominator of which is the Class Principal Balance or Class Notional Balance
      of
      such Class; provided,
      however,
      that
      any Certificate registered in the name of the Master Servicer, the Securities
      Administrator, the Trustee or any of their respective affiliates shall not
      be
      included in the calculation of Voting Rights.

     


    
      
        
        

      

      
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    “Writedown
      Amount”:
      The
      reduction described in Section 5.03(c).

     

    “Yield
      Maintenance Account”:
      The
      account maintained by the Securities Administrator pursuant to Section 5.09
      which shall be entitled “Yield Maintenance Account, Wells Fargo Bank, N.A., in
      trust for the registered Holders of MortgageIT Mortgage Loan Trust 2006-1,
      Mortgage Loan Pass-Through Certificates, Series 2006-1” and which must be an
      Eligible Account.

     

    “Yield
      Maintenance Agreement”:
      Each
      interest rate cap agreement, by and between the Yield Maintenance Provider
      and
      the Securities Administrator, on behalf of the Trust Fund, including the ISDA
      Master Agreement between the Yield Maintenance Provider and the Securities
      Administrator, the schedule thereto and the related confirmations (Ref. No.
      IRG6936294.2A.2B, Ref. No. IRG6936298.2A.2B, Ref. No. IRG6936303.2A.2B, Ref.
      No.
      IRG6936308.2A.2B and Ref. No. IRG6936311.2A.2B), each dated as of February
      22,
      2006.

     

    “Yield
      Maintenance Amounts”:
      For
      each Yield Maintenance Agreement and any Distribution Date, the amount, if
      any,
      to be paid by the Yield Maintenance Provider to the Securities Administrator
      pursuant to such Yield Maintenance Agreement, as calculated by the Yield
      Maintenance Provider based on information in the Distribution Date Statement
      delivered to it pursuant to Section 5.04.

     

    “Yield
      Maintenance Certificates”:
      Each
      of the Class 1-A1, Class 1-A2, Class 1-B1, Class 1-B2, Class 2-A1A, Class 2-A1B
      and Class 2-A1C Certificates. 

     

    “Yield
      Maintenance Distributable Amount”:
      With
      respect to each Distribution Date and the Yield Maintenance Certificates,
an
      amount
      equal to the product of (i) the excess, if any, of (x) LIBOR, subject to a
      maximum of 11.00%, over (y) the applicable Strike Rate, (ii) the related Yield
      Maintenance Notional Balance and (iii) a
      fraction, the numerator of which is the actual number days in the related
      interest Accrual Period and the denominator of which is 360.

     

    “Yield
      Maintenance Notional Balance”:
      For
      each Yield Maintenance Agreement and any Distribution Date, the lesser of (i)
      the amount set forth on Schedule III hereto for the applicable Class or Classes
      of Certificates and (ii) the aggregate Class Principal Balance of the related
      Yield Maintenance Certificates. 

     

    “Yield
      Maintenance Payment”:
      The
      payment remitted to the Securities Administrator by the Yield Maintenance
      Provider under any Yield Maintenance Agreement.

     

    “Yield
      Maintenance Provider”:
      The
      Royal Bank of Scotland plc.

     


    
      
        
        

      

      
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    SECTION
      1.02. Accounting.

     

    Unless
      otherwise specified herein, for the purpose of any definition or calculation,
      whenever amounts are required to be netted, subtracted or added or any
      distributions are taken into account such definition or calculation and any
      related definitions or calculations shall be determined without duplication
      of
      such functions.

     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01. Conveyance of 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 (i) each Mortgage Loan identified on the Mortgage Loan
      Schedule, including the related Cut-Off Date Principal Balance, all interest
      due
      thereon after the Cut-Off Date and all collections in respect of interest and
      principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and
      interest in and to the Distribution Account and all amounts from time to time
      credited to and to the proceeds of the Distribution Account; (iii) any real
      property that secured each such Mortgage Loan and that has been acquired by
      foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any
      insurance policies in respect of the Mortgage Loans; (v) all proceeds of any
      of
      the foregoing; and (vi) all other assets included or to be included in the
      Trust
      Fund. Such assignment includes all interest and principal due to the Depositor
      or the Master Servicer after the Cut-Off Date with respect to the Mortgage
      Loans.

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement, including all rights of the Seller under the Servicing
      Agreements to the extent assigned in the Mortgage Loan Purchase Agreement.
      The
      Trustee hereby accepts such assignment, and shall be entitled to exercise all
      rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for
      such purpose, it were the Depositor. The foregoing sale, transfer, assignment,
      set-over, deposit and conveyance does not and is not intended to result in
      creation or assumption by the Trustee of any obligation of the Depositor, the
      Seller or any other Person in connection with the Mortgage Loans or any other
      agreement or instrument relating thereto except as specifically set forth
      herein.

     

    In
      connection with such transfer and assignment, the Seller, on behalf of the
      Depositor, does hereby deliver on the Closing Date, unless otherwise specified
      in this Section 2.01, to, and deposit with the Trustee, or the Custodian as
      its
      designated agent, the following documents or instruments with respect to each
      Mortgage Loan (a “Mortgage
      File”)
      so
      transferred and assigned:

     


    
      
        
        

      

      
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            	(i)	
              the
                original Mortgage Note, endorsed either on its face or by allonge
                attached
                thereto in blank or in the following form: “Pay to the order of Deutsche
                Bank National Trust Company, as Trustee for MortgageIT Trust 2006-1,
                without recourse”, or with respect to any lost Mortgage Note, an original
                Lost Note Affidavit stating that the original mortgage note was lost,
                misplaced or destroyed, together with a copy of the related mortgage
                note;
                provided,
                however,
                that such substitutions of Lost Note Affidavits for original Mortgage
                Notes may occur only with respect to Mortgage Loans the aggregate
                Cut-Off
                Date Principal Balance of which is less than or equal to 2% of the
                Cut-Off
                Date Aggregate Principal Balance;

            


    

     

    
      	
            	(ii)	
              except
                as provided below, for each Mortgage Loan that is not a MERS Mortgage
                Loan, the original Mortgage, and in the case of each MERS Mortgage
                Loan,
                the original Mortgage, noting the presence of the MIN for that Mortgage
                Loan and either language indicating that the Mortgage Loan is a MOM
                Loan
                if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was
                not a MOM
                Loan at origination, the original Mortgage and the assignment to
                MERS, in
                each case 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 or, if such Mortgage
                or power
                of attorney has been submitted for recording but has not been returned
                from the applicable public recording office, has been lost or is
                not
                otherwise available, a certified copy of such Mortgage or power of
                attorney, as the case may be, and that the original of such Mortgage
                has
                been forwarded to the public recording office, or, in the case of
                a
                Mortgage that has been lost, a copy thereof (certified as provided
                for
                under the laws of the appropriate jurisdiction) and a written Opinion
                of
                Counsel (delivered at the Seller’s expense) acceptable to the Trustee and
                the Depositor that an original recorded Mortgage is not required
                to
                enforce the Trustee’s interest in the Mortgage
                Loan;

            


    

     

    
      	
            	(iii)	
              the
                original or copy of each assumption, modification or substitution
                agreement, if any, relating to the Mortgage Loans, or, as to any
                assumption, modification or substitution agreement which cannot be
                delivered on or prior to the Closing Date because of a delay caused
                by the
                public recording office where such assumption, modification or
                substitution agreement has been delivered for recordation, a photocopy
                of
                such assumption, modification or substitution agreement, pending
                delivery
                of the original thereof, together with an Officer’s Certificate of the
                Seller certifying that the copy of such assumption, modification
                or
                substitution agreement delivered to the Trustee (or its custodian)
                on
                behalf of the Trust Fund is a true copy and that the original of
                such
                agreement has been forwarded to the public recording
                office;

            


    

     

    
      	
            	(iv)	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                an
                original Assignment of Mortgage, in form and substance acceptable
                for
                recording. The Mortgage shall be assigned to “Deutsche Bank National Trust
                Company, as Trustee for MortgageIT Trust 2006-1, without
                recourse;”

            


    

     

    
      	
            	(v)	
              in
                the case of each Mortgage Loan that is not a MERS Mortgage Loan,
                an
                original copy of any intervening assignment of mortgage showing a
                complete
                chain of assignments, or, in the case of an intervening Assignment
                of
                Mortgage that has been lost, a written Opinion of Counsel (delivered
                at
                the Seller’s expense) acceptable to the Trustee that such original
                intervening Assignment of Mortgage is not required to enforce the
                Trustee’s interest in the Mortgage
                Loans;

            


    

     


    
      
        
        

      

      
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            	(vi)	
              the
                original Primary Insurance Policy, if any, or certificate, if
                any;

            


    

     

    
      	
            	(vii)	
              the
                original or a certified copy of lender’s title insurance policy;
                and

            


    

     

    
      	
            	(viii)	
              with
                respect to any Cooperative Loan, the Cooperative Loan
                Documents.

            


    

     

    To
      the
      extent that, as of the Closing Date, MortgageIT shall be in possession of any
      Mortgage Files with respect to any Mortgage Loan, until delivery of such
      Mortgage File to the Custodian as provided in this Section 2.01, MortgageIT
      shall hold such files as bailee and in trust for the Custodian; provided, that
      any such Mortgage Files must be delivered to the Custodian within 30 days after
      the Closing Date.

     

    In
      connection with the assignment of any MERS Mortgage Loan, the Seller agrees
      that
      it will take (or shall cause the applicable Servicer to take), at the expense
      of
      the Seller (with the cooperation of the Depositor, the Trustee and the Master
      Servicer), such actions as are necessary to cause the MERS®
      System
      to indicate that such Mortgage Loans have been assigned by the Seller to the
      Trustee in accordance with this Agreement for the benefit of the
      Certificateholders by including (or deleting, in the case of Mortgage Loans
      that
      are repurchased in accordance with this Agreement) in such computer files the
      information required by the MERS®
      System
      to identify the series of the Certificates issued in connection with the
      transfer of such Mortgage Loans to the MortgageIT Trust 2006-1. Notwithstanding
      anything herein to the contrary, the Master Servicer and Securities
      Administrator are not responsible for monitoring any MERS Mortgage
      Loans.

     

    With
      respect to each Cooperative Loan, the Seller, on behalf of the Depositor, does
      hereby deliver to the Trustee (or Custodian) the related Cooperative Loan
      Documents and the Seller shall take (or cause the applicable Servicer to take),
      at the expense of the Seller (with the cooperation of the Depositor, the Trustee
      and the Master Servicer) such actions as are necessary under applicable law
      (including but not limited to the relevant UCC) in order to perfect the interest
      of the Trustee in the related Mortgaged Property.

     

    Assignments
      of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage
      Loan (other than a Cooperative Loan) shall be recorded; provided,
      however,
      that
      such assignments need not be recorded if, in the Opinion of Counsel (which
      must
      be from Independent Counsel and not at the expense of the Trust Fund or the
      Trustee) acceptable to the Trustee, each Rating Agency and the Master Servicer,
      recording in such states is not required to protect the Trust Fund’s interest in
      the related Mortgage Loans; provided,
      further,
      notwithstanding the delivery of any Opinion of Counsel, each assignment of
      Mortgage shall be submitted for recording by the Seller (or the Seller will
      cause the applicable Servicer to submit each such assignment for recording),
      at
      the cost and expense of the Seller, in the manner described above, at no expense
      to the Trust Fund or Trustee, upon the earliest to occur of (1) reasonable
      direction by the Majority Certificateholders, (2) the occurrence of a bankruptcy
      or insolvency relating to the Seller or the Depositor, or (3) with respect
      to
      any one Assignment of Mortgage, the occurrence of a bankruptcy, insolvency
      or
      foreclosure relating to the Mortgagor under the related Mortgage. Subject to
      the
      preceding sentence, as soon as practicable after the Closing Date (but in no
      event more than three months thereafter except to the extent delays are caused
      by the applicable recording office), the Seller shall properly record (or the
      Seller will cause the applicable Servicer to properly record), at the expense
      of
      the Seller (with the cooperation of the Depositor, the Trustee and the Master
      Servicer), in each public recording office where the related Mortgages are
      recorded, each assignment referred to in Section 2.01(v) above with respect
      to a
      Mortgage Loan that is not a MERS Mortgage Loan.

     


    
      
        
        

      

      
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    The
      Trustee agrees to execute and deliver to the Depositor on or prior to the
      Closing Date an acknowledgment of receipt of the original Mortgage Note (with
      any exceptions noted), substantially in the form attached as Exhibit G-1
      hereto.

     

    If
      the
      original lender’s title insurance policy, or a certified copy thereof, was not
      delivered pursuant to Section 2.01(vii) above, the Seller shall deliver or
      cause
      to be delivered to the Trustee the original or a copy of a written commitment
      or
      interim binder or preliminary report of title issued by the title insurance
      or
      escrow company, with the original or a certified copy thereof to be delivered
      to
      the Trustee, promptly upon receipt thereof, but in any case within 175 days
      of
      the Closing Date. The Seller shall deliver or cause to be delivered to the
      Trustee, promptly upon receipt thereof, any other documents constituting a
      part
      of a Mortgage File received with respect to any Mortgage Loan sold to the
      Depositor by the Seller, including, but not limited to, any original documents
      evidencing an assumption or modification of any Mortgage Loan.

     

    For
      Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date
      and prior to the Closing Date, the Seller, in lieu of delivering the above
      documents, herewith delivers to the Trustee, or to the Custodian on behalf
      of
      the Trustee, an Officer’s Certificate which shall include a statement to the
      effect that all amounts received in connection with such prepayment that are
      required to be deposited in the Distribution Account have been so deposited.
      All
      original documents that are not delivered to the Trustee on behalf of the Trust
      Fund shall be held by the Master Servicer or the applicable Servicer in trust
      for the Trustee, for the benefit of the Trust Fund and the
      Certificateholders.

     

    Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File, the Seller shall have 90 days
      to
      cure such defect or deliver such missing document to the Trustee. If the Seller
      does not cure such defect or deliver such missing document within such time
      period, the Seller shall either repurchase or substitute for such Mortgage
      Loan
      in accordance with Section 2.03 hereof.

     

    The
      Depositor herewith delivers to the Trustee an executed copy of the Mortgage
      Loan
      Purchase Agreement.

     

     

    SECTION
      2.02. Acceptance by Trustee.

     

    The
      Trustee hereby accepts its appointment as Custodian hereunder and acknowledges
      the receipt, subject to the provisions of Section 2.01 and subject to the review
      described below and any exceptions noted on the exception report described
      in
      the next paragraph below, of the documents referred to in Section 2.01 above
      and
      all other assets included in the definition of “Trust Fund” and declares that,
      in its capacity as Custodian, 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
“Trust Fund” in trust for the exclusive use and benefit of all present and
      future Certificateholders.

     


    
      
        
        

      

      
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    The
      Trustee further agrees, for the benefit of the Certificateholders, to review
      each Mortgage File delivered to it and to certify and deliver to the Depositor,
      the Seller and each Rating Agency an interim certification in substantially
      the
      form attached hereto as Exhibit G-2, within 90 days after the Closing Date
      (or,
      with respect to any document delivered after the Startup Day, within 45 days
      of
      receipt and with respect to any Qualified Substitute Mortgage, within five
      Business Days after the assignment thereof) 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
      required to be reviewed by it pursuant Section 2.01 of this Agreement are
      in its possession, (ii) such documents have been reviewed by it and have
      not been mutilated, damaged or torn and relate to such Mortgage Loan and
      (iii) based on its examination and only as to the foregoing, the
      information set forth in the Mortgage Loan Schedule that corresponds to items
      (i), (ii) and (xv) of the Mortgage Loan Schedule accurately reflects information
      set forth in the Mortgage File. It is herein acknowledged that, in conducting
      such review, the Trustee is under no duty or obligation to inspect, review
      or
      examine any such documents, instruments, certificates or other papers to
      determine that they are genuine, enforceable, or appropriate for the represented
      purpose or that they have actually been recorded or that they are other than
      what they purport to be on their face.

     

    No
      later
      than 180 days after the Closing Date, the Trustee shall deliver to the Depositor
      and the Seller a final certification in the form annexed hereto as Exhibit
      G-3
      evidencing the completeness of the Mortgage Files, with any applicable
      exceptions noted thereon.

     

    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 finds any document
      or
      documents constituting a part of a Mortgage File to be missing or not conforming
      to the requirements set forth herein, at the conclusion of its review the
      Trustee (or the Custodian as its designated agent) shall promptly notify the
      Seller, the Depositor and the Master Servicer. In addition, upon the discovery
      by the Seller or the Depositor (or upon receipt by the Trustee of written
      notification of such breach) of a breach of any of the representations and
      warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect
      of any Mortgage Loan that 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
      to
      this Agreement.

     

    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 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.

     


    
      
        
        

      

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

     

    (a) Upon
      discovery or receipt of written notice that a document does not comply with
      the
      requirements of Section 2.01 hereof, or that a document is missing from, a
      Mortgage File or of the breach by the Seller of any representation, warranty
      or
      covenant under the Mortgage Loan Purchase Agreement or in Section 2.04 or
      Section 2.08 hereof in respect of any Mortgage Loan which materially adversely
      affects the value of that Mortgage Loan or the interest therein of the
      Certificateholders, the Trustee (or the Custodian as its designated agent)
      shall
      promptly notify the Seller of such noncompliance, missing document or breach
      and
      request that the Seller deliver such missing document or cure such noncompliance
      or breach within 90 days from the date that the Seller was notified of such
      missing document, noncompliance or breach, and if the Seller does not deliver
      such missing document or cure such noncompliance or breach in all material
      respects during such period, the Trustee shall enforce the Seller’s obligation
      under the Mortgage Loan Purchase Agreement and cause the Seller to repurchase
      that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to
      the
      Determination Date following the expiration of such 90 day period (subject
      to
      Section 2.03(e) below); provided,
      however,
      that, in
      connection with any such breach that could not reasonably have been cured within
      such 90 day period, if the Seller shall have commenced to cure such breach
      within such 90 day period, the Seller shall be permitted to proceed thereafter
      diligently and expeditiously to cure the same within the additional period
      provided under the Mortgage Loan Purchase Agreement; and, provided
      further,
      that,
      in the case of the breach of any representation, warranty or covenant made
      by
      the Seller in Schedule II to the Mortgage Loan Purchase Agreement, the Seller
      shall be obligated to cure such breach or purchase the affected Mortgage Loans
      for the Purchase Price or, if the Mortgage Loan or the related Mortgaged
      Property acquired with respect thereto has been sold, then the Seller shall
      pay,
      in lieu of the Purchase Price, any excess of the Purchase Price over the Net
      Liquidation Proceeds received upon such sale. The Purchase Price for the
      repurchased Mortgage Loan or such other amount due shall be deposited in the
      Distribution Account on or prior to the next Determination Date after the
      Seller’s obligation to repurchase such Mortgage Loan arises. The Trustee, upon
      receipt of written certification from the Securities Administrator of the
      related deposit in the Distribution Account, shall release to the Seller the
      related Mortgage File and shall execute and deliver such instruments of transfer
      or assignment, in each case without recourse, as the Seller shall furnish to
      it
      and as shall be necessary to vest in the Seller any Mortgage Loan released
      pursuant hereto and the Trustee shall have no further responsibility with regard
      to such Mortgage File (it being understood that the Trustee shall have no
      responsibility for determining the sufficiency of such assignment for its
      intended purpose). In lieu of repurchasing any such Mortgage Loan as provided
      above, the Seller may cause such Mortgage Loan to be removed from the Trust
      Fund
      (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(d) below. It is understood and agreed
      that
      the obligation of the Seller 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 against the Seller respecting such
      omission, defect or breach available to the Trustee on behalf of the
      Certificateholders.

     


    
      
        
        

      

      
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    The
      Trustee shall enforce the obligations of the Seller under the Mortgage Loan
      Purchase Agreement including, without limitation, any obligation of the Seller
      to purchase a Mortgage Loan on account of missing or defective documentation
      or
      on account of a breach of a representation, warranty or covenant as described
      in
      this Section 2.03(a).

     

    Any
      costs
      and expenses incurred by the Trustee enforcing the obligations of the Seller
      under this Section 2.03(a) shall be reimbursable to the Trustee from amounts
      on
      deposit in the Distribution Account.

     

    (b) If
      pursuant to the provisions of Section 2.03(a), the Seller repurchases or
      otherwise removes from the Trust Fund a Mortgage Loan that is a MERS Mortgage
      Loan, the Seller will take (or shall cause the applicable Servicer to take),
      at
      the expense of the Seller (with the cooperation of the Depositor, the Trustee
      and the Master Servicer), such actions as are necessary either (i) cause MERS
      to
      execute and deliver an Assignment of Mortgage in recordable form to transfer
      the
      Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
      from registration on the MERS® System in accordance with MERS’ rules and
      regulations or (ii) cause MERS to designate on the MERS® System the Seller or
      its designee as the beneficial holder of such Mortgage Loan.

     

    (c) [Reserved].

     

    (d) Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) above must be effected prior to the last
      Business Day that is within two years after the Closing Date. As to any Deleted
      Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage
      Loan or Loans, such substitution shall be effected by the Seller delivering
      to
      the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
      Note, the Mortgage, the Assignment to the Trustee, and such other documents
      and
      agreements, with all necessary endorsements thereon, as are required by Section
      2.01 hereof (subject to the exceptions provided therein), together with an
      Officers’ Certificate stating that each such Qualified Substitute Mortgage Loan
      satisfies the definition thereof and specifying the Substitution Adjustment
      (as
      described below), if any, in connection with such substitution; provided,
      however,
      that, in
      the case of any Qualified Substitute Mortgage Loan that is a MERS Mortgage
      Loan,
      the Seller shall provide such documents and take such other action with respect
      to such Qualified Substitute Mortgage Loans as are required pursuant to Section
      2.01 hereof. The Trustee shall acknowledge receipt for such Qualified Substitute
      Mortgage Loan or Loans and, within five Business Days thereafter, shall review
      such documents as specified in Section 2.02 hereof and deliver to the related
      Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans,
      a
      certification substantially in the form attached hereto as Exhibit G-2, with
      any
      exceptions noted thereon. Within 180 days of the date of substitution, the
      Trustee shall deliver to the Seller and the Master Servicer a certification
      substantially in the form of Exhibit G-3 hereto with respect to such Qualified
      Substitute Mortgage Loan or Loans, with any exceptions noted thereon. Monthly
      Payments due with respect to Qualified Substitute Mortgage Loans in the month
      of
      substitution are not part of the Trust Fund and will be retained by the Seller.
      For the month of substitution, distributions to Certificateholders will reflect
      the collections and recoveries in respect of such Deleted Mortgage Loan in
      the
      Due Period preceding the month of substitution and the Depositor or the Seller,
      as the case may be, shall thereafter be entitled to retain all amounts
      subsequently received in respect of such Deleted Mortgage Loan. The Seller
      shall
      give or cause to be given written notice to the Certificateholders 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 Trustee. Upon
      such
      substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute
      part of the Trust Fund and shall be subject in all respects to the terms of
      this
      Agreement and, in the case of a substitution effected by the Seller, the
      Mortgage Loan Purchase Agreement, including, in the case of a substitution
      effected by the Seller all representations and warranties thereof included
      in
      the Mortgage Loan Purchase Agreement and all representations and warranties
      thereof set forth in Section 2.04 hereof, in each case as of the date of
      substitution.

     


    
      
        
        

      

      
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    For
      any
      month in which the Seller substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the Seller shall determine, and
      provide written certification to the Trustee and the Seller as to, the amount
      (each, a “Substitution
      Adjustment”),
      if
      any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
      exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan,
      of
      the principal balance thereof as of the date of substitution, together with
      one
      month’s interest on such principal balance at the applicable Net Loan Rate. On
      or prior to the next Determination Date after the Seller’s obligation to
      repurchase the related Deleted Mortgage Loan arises, the Seller will deliver
      or
      cause to be delivered to the Securities Administrator for deposit in the
      Distribution Account an amount equal to the related Substitution Adjustment,
      if
      any, and the Trustee, upon receipt of the related Qualified Substitute Mortgage
      Loan or Loans and a written certification from the Securities Administrator
      of
      its receipt of the deposit to the Distribution Account, shall release to the
      Seller the related Mortgage File or Files and shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse, as the
      Seller shall deliver to it and as shall be necessary to vest therein any Deleted
      Mortgage Loan released pursuant hereto.

     

    In
      addition, the Seller shall obtain at its own expense and deliver to the Trustee
      an Opinion of Counsel to the effect that such substitution (either specifically
      or as a class of transactions) will not cause an Adverse REMIC
      Event.
      If such
      Opinion of Counsel cannot be delivered, then such substitution may only be
      effected at such time as the required Opinion of Counsel can be
      given.

     

    (e) Upon
      discovery by the Seller, the Master Servicer, the Depositor or the Trustee
      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. In
      connection therewith, the Seller shall repurchase or, subject to the limitations
      set forth in Section 2.03(d), 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.
      Any such repurchase or substitution shall be made in the same manner as set
      forth in Section 2.03(a) above, if made by the Seller. The Trustee shall
      reconvey to the Seller 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.

     


    
      
        
        

      

      
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    SECTION
      2.04. Representations and Warranties of the Seller with Respect to the Mortgage
      Loans.

     

    The
      Seller hereby represents and warrants to the Trustee for the benefit of the
      Certificateholders that the representations and warranties made by the Seller
      pursuant to Schedule II to the Mortgage Loan Purchase Agreement are hereby
      being
      made to the Trustee and are true and correct as of the Closing
      Date.

     

    With
      respect to the representations and warranties incorporated in this Section
      2.04
      that are made to the best of the Seller’s knowledge or as to which the Seller
      has no knowledge, if it is discovered by the Depositor, the Seller, the Master
      Servicer or the Trustee that the substance of such representation and warranty
      is inaccurate and such inaccuracy materially and adversely affects the value
      of
      the related Mortgage Loan or the interest therein of the Certificateholders
      then, notwithstanding the Seller’s lack of knowledge with respect to the
      substance of such representation and warranty being inaccurate at the time
      the
      representation or warranty was made, such inaccuracy shall be deemed a breach
      of
      the applicable representation or warranty.

     

    Within
      90
      days of its discovery or its receipt of notice of any such missing or materially
      defective documentation or any such breach of a representation or warranty,
      the
      Seller shall promptly deliver such missing document or cure such defect or
      breach in all material respects or, in the event such defect or breach cannot
      be
      cured, the Seller shall repurchase the affected Mortgage Loan or cause the
      removal of such Mortgage Loan from the Trust Fund and substitute for it one
      or
      more Qualified Substitute Mortgage Loans, in either case, in accordance with
      Section 2.03 hereof.

     

    It
      is
      understood and agreed that the representations and warranties incorporated
      in
      this Section 2.04 shall survive delivery of the Mortgage Files to the Trustee
      and shall inure to the benefit of the Certificateholders notwithstanding any
      restrictive or qualified endorsement or assignment. Upon discovery by any of
      the
      Depositor, the Seller, the Master Servicer or the Trustee of a breach of any
      of
      the foregoing representations and warranties 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 to the other parties, and in no event later than two Business Days from
      the date of such discovery. It is understood and agreed that the obligations
      of
      the Seller set forth in Section 2.03(a) hereof to cure, substitute for or
      repurchase a related Mortgage Loan pursuant to the Mortgage Loan Purchase
      Agreement constitute the sole remedies available to the Certificateholders
      or to
      the Trustee on their behalf respecting a breach of the representations and
      warranties incorporated in this Section 2.04.

     


    
      
        
        

      

      
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    SECTION
      2.05. [Reserved].

     

    SECTION
      2.06. Representations and Warranties of the Depositor.

     

    The
      Depositor represents and warrants to the Trust Fund and the Trustee on behalf
      of
      the Certificateholders as follows:

     

    (i) this
      agreement constitutes a legal, valid and binding obligation of the Depositor,
      enforceable against the Depositor in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect
      affecting the enforcement of creditors’ rights in general an except as such
      enforceability may be limited by general principles of equity (whether
      considered in a proceeding at law or in equity);

     

    (ii) immediately
      prior to the sale and assignment by the Depositor to the Trustee on behalf
      of
      the Trust Fund of each Mortgage Loan, the Depositor had good and marketable
      title to each Mortgage Loan (insofar as such title was conveyed to it by the
      Seller) subject to no prior lien, claim, participation interest, mortgage,
      security interest, pledge, charge or other encumbrance or other interest of
      any
      nature;

     

    (iii) as
      of the
      Closing Date, the Depositor has transferred all right, title and interest in
      the
      Mortgage Loans to the Trustee on behalf of the Trust Fund;

     

    (iv) the
      Depositor has not transferred the Mortgage Loans to the Trustee on behalf of
      the
      Trust Fund with any intent to hinder, delay or defraud any of its creditors;
      

     

    (v) the
      Depositor has been duly incorporated and is validly existing as a corporation
      in
      good standing under the laws of Delaware, with full corporate power and
      authority to own its assets and conduct its business as presently being
      conducted;

     

    (vi) the
      Depositor is not in violation of its certificate of incorporation or by-laws
      or
      in default in the performance or observance of any material obligation,
      agreement, covenant or condition contained in any contract, indenture, mortgage,
      loan agreement, note, lease or other instrument to which the Depositor is a
      party or by which it or its properties may be bound, which default might result
      in any material adverse changes in the financial condition, earnings, affairs
      or
      business of the Depositor or which might materially and adversely affect the
      properties or assets, taken as a whole, of the Depositor;

     

    (vii) the
      execution, delivery and performance of this Agreement by the Depositor, and
      the
      consummation of the transactions contemplated hereby, do not and will not result
      in a material breach or violation of any of the terms or provisions of, or,
      to
      the knowledge of the Depositor, constitute a default under, any indenture,
      mortgage, deed of trust, loan agreement or other agreement or instrument to
      which the Depositor is a party or by which the Depositor is bound or to which
      any of the property or assets of the Depositor is subject, nor will such actions
      result in any violation of the provisions of the certificate of incorporation
      or
      by-laws of the Depositor or, to the best of the Depositor’s knowledge without
      independent investigation, any statute or any order, rule or regulation of
      any
      court or governmental agency or body having jurisdiction over the Depositor
      or
      any of its properties or assets (except for such conflicts, breaches, violations
      and defaults as would not have a material adverse effect on the ability of
      the
      Depositor to perform its obligations under this Agreement);

     


    
      
        
        

      

      
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    (viii) to
      the
      best of the Depositor’s knowledge without any independent investigation, no
      consent, approval, authorization, order, registration or qualification of or
      with any court or governmental agency or body of the United States or any other
      jurisdiction is required for the issuance of the Certificates, or the
      consummation by the Depositor of the other transactions contemplated by this
      Agreement, except such consents, approvals, authorizations, registrations or
      qualifications as (a) may be required under State securities or “blue sky” laws,
      (b) have been previously obtained or (c) the failure of which to obtain would
      not have a material adverse effect on the performance by the Depositor of its
      obligations under, or the validity or enforceability of, this Agreement;
      and

     

    (ix) there
      are
      no actions, proceedings or investigations pending before or, to the Depositor’s
      knowledge, threatened by any court, administrative agency or other tribunal
      to
      which the Depositor is a party or of which any of its properties is the subject:
      (a) which if determined adversely to the Depositor would have a material adverse
      effect on the business, results of operations or financial condition of the
      Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
      (c) seeking to prevent the issuance of the Certificates or the consummation
      by
      the Depositor of any of the transactions contemplated by this Agreement, as
      the
      case may be; or (d) which might materially and adversely affect the performance
      by the Depositor of its obligations under, or the validity or enforceability
      of,
      this Agreement.

     

     

    SECTION
      2.07. Issuance of Certificates.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it of the Mortgage Files, subject to the provisions of Sections 2.01 and
      2.02 hereof, together with the assignment to it of all other assets included
      in
      the Trust Fund, receipt of which is hereby acknowledged. Concurrently with
      such
      assignment and delivery and in exchange therefor, the Securities Administrator,
      pursuant to the written request of the Depositor executed by an officer of
      the
      Depositor, has caused to be executed, authenticated and delivered to or upon
      the
      order of the Depositor, the Certificates in authorized denominations. The
      interests evidenced by the Certificates constitute the entire beneficial
      ownership interest in the Trust Fund.

     

     

    SECTION
      2.08. Representations and Warranties of the Seller.

     

    The
      Seller hereby represents and warrants to the Trust Fund and the Trustee on
      behalf of the Certificateholders that, as of the Closing Date or as of such
      date
      specifically provided herein:

     

    (i) the
      Seller is duly organized, validly existing and in good standing as a corporation
      under the laws of the State of New York and is and will remain in compliance
      with the laws of each state in which any Mortgaged Property is located to the
      extent necessary to fulfill its obligations hereunder;

     

    (ii) the
      Seller has the power and authority to hold each Mortgage Loan and to sell each
      Mortgage Loan. The Seller has the power and authority to execute, deliver and
      perform, and to enter into and consummate, all transactions contemplated by
      this
      Agreement. The Seller has duly authorized the execution, delivery and
      performance of this Agreement, has duly executed and delivered this Agreement
      and this Agreement, assuming due authorization, execution and delivery by the
      other parties hereto, constitutes a legal, valid and binding obligation of
      the
      Seller, enforceable against it in accordance with its terms except as the
      enforceability thereof may be limited by bankruptcy, insolvency or
      reorganization or other similar laws in relation to the rights of creditors
      generally;

     


    
      
        
        

      

      
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    (iii) the
      execution and delivery of this Agreement by the Seller and the performance
      of
      and compliance with the terms of this Agreement will not violate the Seller’s
      articles of incorporation or by-laws, respectively, or constitute a default
      under or result in a material breach or acceleration of, any material contract,
      agreement or other instrument to which the Seller is a party or which may be
      applicable to the Seller or its assets;

     

    (iv) the
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its respective performance and compliance with the terms
      of
      this Agreement will not constitute a violation with respect to, any order or
      decree of any court or any order or regulation of any federal, state, municipal
      or governmental agency having jurisdiction over the Seller or its assets, which
      violation might have consequences that would materially and adversely affect
      the
      condition (financial or otherwise) or the operation of the Seller or its assets
      or might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder;

     

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

     

    (vi) the
      Seller has good, equitable and indefeasible title to the Mortgage Loans, free
      and clear of any and all liens, pledges, charges or security interests of any
      nature encumbering the Mortgage Loans and upon the payment of the Purchase
      Price
      (as defined in the Mortgage Loan Purchase Agreement) by the Depositor, the
      Depositor will have good and marketable title to the Mortgage Notes and Mortgage
      Loans, free and clear of all liens or encumbrances;

     

    (vii) the
      Mortgage Loans are not being transferred by the Seller with any intent to
      hinder, delay or defraud any creditors of the Seller;

     

    (viii) there
      are
      no actions or proceedings against, or investigations known to, the Seller before
      any court, administrative or other tribunal (A) that might prohibit the seller
      from entering into this Agreement, (B) seeking to prevent the sale of the
      Mortgage Loans or the consummation of the transactions contemplated by this
      Agreement or (C) that might prohibit or materially and adversely affect the
      performance by the Seller of its obligations under, or validity or
      enforceability of, this Agreement or the Mortgage Loan Purchase
      Agreement;

     

    (ix) no
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Seller
      of,
      or compliance by the Seller with, this Agreement or the consummation of the
      transactions contemplated by this Agreement, except for such consents,
      approvals, authorizations or orders, if any, that have been obtained;


     


    
      
        
        

      

      
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    (x) no
      certificate of an officer, written statement or written report delivered
      pursuant to the terms hereof of the Seller contains any untrue statement of
      a
      material fact or omits to state any material fact necessary to make the
      certificate, statement or repot not misleading;

     

    (xi) the
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Seller, and the transfer, assignment and
      conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to
      this Agreement are not subject to the bulk transfer or any similar statutory
      provisions; and

     

    (xii) the
      Seller is not insolvent, nor will the Seller be made insolvent by the transfer
      of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending
      insolvency of the Seller.

     

     

    SECTION
      2.09. Covenants of the Seller.  

     

    The
      Seller hereby covenants that, except for the transfer hereunder, the Seller
      will
      not sell, pledge, assign or transfer to any other Person, or grant, create,
      incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest
      therein; the Seller will notify the Trustee, as assignee of the Depositor,
      and
      the Master Servicer of the existence of any lien on any Mortgage Loan
      immediately upon discovery thereof, and the Seller will defend the right, title
      and interest of the Trust Fund, as assignee of the Depositor, in, to and under
      the Mortgage Loans, against all claims of third parties claiming through or
      under the Seller; provided,
      however,
      that
      nothing in this Section 2.09 shall prevent or be deemed to prohibit the Seller
      from suffering to exist upon any of the Mortgage Loans any liens for municipal
      or other local taxes and other governmental charges if such taxes or
      governmental charges shall not at the time be due and payable or if the Seller
      shall currently be contesting the validity thereof in good faith by appropriate
      proceedings and shall have set aside on its books adequate reserves with respect
      thereto.
      The
      Seller shall, within 30 days after the Closing Date, provide the Master
      Servicer, the Securities Administrator, the Trustee, the Yield Maintenance
      Provider, each Servicer and the Depositor a complete list of each party to
      the
      MortgageIT Mortgage Loan Trust 2006-1 transaction, including all
      Servicers.

     

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

     

    SECTION
      3.01. Master Servicer to Service and Administer the Mortgage Loans. 

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicers to service and administer their respective Mortgage Loans in
      accordance with the terms of the applicable Servicing Agreement and the Master
      Servicing Guide, 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
      each
      Servicer as necessary from time-to-time to carry out the Master Servicer’s
      obligations hereunder, shall receive, review and evaluate all reports,
      information and other data provided to the Master Servicer by each Servicer
      and
      shall cause each Servicer to perform and observe the covenants, obligations
      and
      conditions to be performed or observed by such Servicer under the applicable
      Servicing Agreement. The Master Servicer shall independently and separately
      monitor each Servicer’s servicing activities with respect to each related
      Mortgage Loan, reconcile the results of such monitoring with such information
      provided in the previous sentence on a monthly basis and coordinate corrective
      adjustments to the Servicers’ and Master Servicer’s records, and based on such
      reconciled and corrected information, prepare the statements specified in
      Section 5.04 and any other information and statements required hereunder. The
      Master Servicer shall reconcile the results of its Mortgage Loan monitoring
      with
      the actual remittances of the Servicers to the related Servicing Accounts
      pursuant to the applicable Servicing Agreements.

     


    
      
        
        

      

      
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    The
      Trustee shall furnish the Servicers and the Master Servicer with any limited
      powers of attorney and other documents in form acceptable to the Trustee,
      necessary or appropriate to enable the Servicers and the Master Servicer to
      service and administer the related Mortgage Loans and REO Property, which
      limited powers of attorney shall provide that the Trustee will not be liable
      for
      the actions or omissions of the Servicers or Master Servicer in exercising
      such
      powers. 

     

    The
      Master Servicer shall not without the Trustee’s written consent (i) initiate any
      action, suit or proceeding solely under the Trustee’s name without indicating
      the Master Servicer’s representative capacity or (ii) take any action with the
      intent to cause, and which actually does cause, the Trustee to be registered
      to
      do business in any state. The Master Servicer shall indemnify the Trustee for
      any and all costs, liabilities and expenses incurred by the Trustee in
      connection with the negligent or willful misuse of such powers of attorney
      by
      the Master Servicer.

     

    The
      Trustee shall provide access to the records and documentation in possession
      of
      the Trustee (including in its capacity as Custodian hereunder) regarding the
      related Mortgage Loans and REO Property 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; provided,
      however,
      that,
      unless otherwise required by law, the Trustee shall not 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 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 actual costs.

     

    The
      Trustee, upon the written request of the Master Servicer, shall execute and
      deliver to the related 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 Mortgage; (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.

     


    
      
        
        

      

      
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    SECTION
      3.02. REMIC-Related Covenants.

     

    For
      as
      long as each REMIC created hereunder shall exist, the Trustee and the Securities
      Administrator shall act in accordance herewith to treat each such REMIC as
      a
      REMIC, and the Trustee and the Securities Administrator shall comply with any
      directions of the Depositor, the related Servicer or the Master Servicer to
      assure such continuing treatment. In particular, the Trustee, the Securities
      Administrator and the Master Servicer shall not (a) sell or knowingly permit
      the
      sale of all or any portion of the Mortgage Loans or of any investment of
      deposits in an Account unless such sale is as a result of a repurchase of the
      Mortgage Loans or is otherwise permitted pursuant to this Agreement or the
      Trustee has received a REMIC Opinion prepared at the expense of the Trust Fund;
      and (b) other than with respect to a substitution pursuant to the Mortgage
      Loan
      Purchase Agreement or Section 2.03 or 2.04 of this Agreement or as otherwise
      provided in this Agreement, as applicable, accept any contribution to any REMIC
      after the Startup Day without receipt of a REMIC Opinion.

     

    SECTION
      3.03. Monitoring of Servicers.

     

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

     

    (b) The
      Master Servicer, for the benefit of the Trust Fund and the Certificateholders,
      shall (acting as agent of the Trust Fund when enforcing the Trust Fund’s rights
      under each Servicing Agreement) (i) enforce the obligations of each Servicer
      under the related Servicing Agreement, and (ii) in the event that a Servicer
      fails to perform its obligations in accordance with the related Servicing
      Agreement, subject to the preceding paragraph, terminate the rights and
      obligations of such Servicer thereunder and act as servicer of the related
      Mortgage Loans or enter into a new Servicing Agreement with a successor Servicer
      selected by the Master Servicer which the Master Servicer shall cause the
      Trustee to acknowledge; provided,
      however,
      it is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition (not to exceed 90 days) before the actual servicing functions can
      be
      fully transferred to such successor Servicer. Such enforcement, including,
      without limitation, the legal prosecution of claims, termination of 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 Master Servicer,
      in
      its good faith business judgment, would require were it the owner of the related
      Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
      at
      its own expense, provided that the Master Servicer shall not be required to
      prosecute or defend any legal action except to the extent that the Master
      Servicer shall have received reasonable indemnity for its costs and expenses
      in
      pursuing such action.

     


    
      
        
        

      

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

     

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

     

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

     

     

    SECTION
      3.04. 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 servicers or
      trustees.

     

     

    SECTION
      3.05. 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, the Trust Fund 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,
      Liquidation Proceeds and Recoveries and (iv) to effectuate, in its own name,
      on
      behalf the Trust Fund, or in the name of the Trust Fund, 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 and
      the
      related Servicing Agreement, as applicable; provided,
      however,
      that
      the Master Servicer shall not (and, consistent with its responsibilities under
      Section 3.03, 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 result in an Adverse REMIC Event 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 will not result in an Adverse REMIC Event.
      The Trustee shall furnish the Master Servicer, upon written request from a
      Servicing Officer, with any limited powers of attorney empowering the Master
      Servicer or any 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 the applicable Servicing Agreement and 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
      any Servicer). In instituting foreclosures or similar proceedings, the Master
      Servicer shall institute such proceedings either in its own name on behalf
      of
      the Trust Fund or in the name of the Trust Fund (or cause the related Servicer,
      pursuant to the related Servicing Agreement, to institute such proceedings
      either in the name of such Servicer on behalf of the Trust Fund or in the name
      of the Trust Fund), unless otherwise required by law or otherwise appropriate.
      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 Trust Fund or the Trustee on its behalf or that the
      Trust Fund or the Trustee, as applicable, 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, on behalf of the Trust Fund,
      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 on behalf
      of
      the Trust Fund.

     


    
      
        
        

      

      
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    SECTION
      3.06. Due-on-Sale Clauses; Assumption Agreements.

     

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

     

     

    SECTION
      3.07. Release of Mortgage Files.

     

    (a) Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      any Servicer of a notification that payment in full has been escrowed in a
      manner customary for such purposes for payment to Certificateholders on the
      next
      Distribution Date, the Servicer will, if required under the applicable Servicing
      Agreement, promptly furnish to the Custodian, on behalf of the Trustee, two
      copies of a certification substantially in the form of Exhibit F hereto signed
      by a Servicing Officer or in a mutually agreeable electronic format which will,
      in lieu of a signature on its face, originate from a Servicing Officer (which
      certification shall include a statement to the effect that all amounts received
      in connection with such payment that are required to be deposited in the related
      Servicing Account maintained by the applicable Servicer pursuant to Section
      4.01
      or by the applicable Servicer pursuant to its Servicing Agreement have been
      or
      will be so deposited) and shall request that the Trustee (or the Custodian,
      on
      behalf of the Trustee) deliver to the applicable Servicer the related Mortgage
      File. Upon receipt of such certification and request, the Trustee (or the
      Custodian, on behalf of the Trustee), shall promptly release the related
      Mortgage File to the applicable Servicer and the Trustee (and the Custodian,
      if
      applicable) shall have no further responsibility with regard to such Mortgage
      File. Upon any such payment in full, each Servicer is authorized, to give,
      as
      agent for the Trustee, as the mortgagee under the Mortgage that secured the
      Mortgage Loan, an instrument of satisfaction (or assignment of mortgage without
      recourse) regarding the Mortgaged Property subject to the Mortgage, which
      instrument of satisfaction or assignment, as the case may be, shall be delivered
      to the Person or Persons entitled thereto against receipt therefor of such
      payment, it being understood and agreed that no expenses incurred in connection
      with such instrument of satisfaction or assignment, as the case may be, shall
      be
      chargeable to the related Servicing Account.

     


    
      
        
        

      

      
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    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan
      and in accordance with the applicable Servicing Agreement, the Trustee shall
      execute such documents as shall be prepared and furnished to the Trustee by
      a
      Servicer or the Master Servicer (in form reasonably acceptable to the Trustee)
      and as are necessary to the prosecution of any such proceedings. The Trustee
      (or
      the Custodian, on behalf of the Trustee), shall, upon the request of a Servicer
      or the Master Servicer, and delivery to the Trustee (the Custodian, on behalf
      of
      the Trustee), of two copies of a request for release signed by a Servicing
      Officer substantially in the form of Exhibit F (or in a mutually agreeable
      electronic format which will, in lieu of a signature on its face, originate
      from
      a Servicing Officer), release the related Mortgage File held in its possession
      or control to the Servicer or the Master Servicer, as applicable. Such trust
      receipt shall obligate the Servicer or the Master Servicer to return the
      Mortgage File to the Trustee (or the Custodian on behalf of the Trustee) when
      the need therefor by the Servicer or the Master Servicer no longer exists unless
      the Mortgage Loan shall be liquidated, in which case, upon receipt of a
      certificate of a Servicing Officer similar to that hereinabove specified, the
      Mortgage File shall be released by the Trustee (or the Custodian on behalf
      of
      the Trustee), to the Servicer or the Master Servicer.

     

     

    SECTION
      3.08. Documents, Records and Funds in Possession of Master Servicer To Be Held
      for Trust Fund.

     

    (a) The
      Master Servicer shall transmit and each Servicer (to the extent required by
      the
      related Servicing Agreement) shall transmit to the Trustee (or Custodian) such
      documents and instruments coming into the possession of the Master Servicer
      or
      such Servicer from time to time as are required by the terms hereof, or in
      the
      case of the Servicers, the applicable Servicing Agreement, to be delivered
      to
      the Trustee (or Custodian). Any funds received by the Master Servicer or by
      a
      Servicer in respect of any Mortgage Loan or which otherwise are collected by
      the
      Master Servicer or by a Servicer as Liquidation Proceeds, Insurance Proceeds
      or
      Recoveries in respect of any Mortgage Loan shall be held for the benefit of
      the
      Trust Fund and the Certificateholders subject to the Master Servicer’s right to
      retain or withdraw from the Distribution Account the Master Servicing Fee,
      any
      additional compensation pursuant to Section 3.14 and any other amounts provided
      in this Agreement, and to the right of each Servicer to retain its Servicing
      Fee
      and any other amounts as provided in the applicable Servicing Agreement. The
      Master Servicer shall, and (to the extent provided in the applicable Servicing
      Agreement) shall cause each Servicer to, provide access to information and
      documentation regarding the Mortgage Loans to the Trustee, 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.

     


    
      
        
        

      

      
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    (b) All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds, Insurance
      Proceeds or Recoveries, shall be held by the Master Servicer for and on behalf
      of the Trust Fund and the Certificateholders and shall be and remain the sole
      and exclusive property of the Trust Fund; provided,
      however,
      that
      the Master Servicer and each 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 such Servicer under this Agreement or the applicable
      Servicing Agreement.

     

     

    SECTION
      3.09. Standard Hazard Insurance and Flood Insurance Policies.

     

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

     

    (b) Pursuant
      to Section 4.01 and 4.02, any amounts collected by the Servicers or the Master
      Servicer, or by any Servicer, under any insurance policies (other than amounts
      to be applied to the restoration or repair of the property subject to the
      related Mortgage or released to the Mortgagor in accordance with the applicable
      Servicing Agreement) shall be deposited into the Distribution Account, subject
      to withdrawal pursuant to Section 4.02 and 4.03. Any cost incurred by the Master
      Servicer or any Servicer in maintaining any such insurance if the Mortgagor
      defaults in its obligation to do so shall be added to the amount owing under
      the
      Mortgage Loan where the terms of the Mortgage Loan so permit; provided,
      however,
      that
      the addition of any such cost shall not be taken into account for purposes
      of
      calculating the distributions to be made to Certificateholders and shall be
      recoverable by the Master Servicer or such Servicer pursuant to Section 4.02
      and
      4.03.

     


    
      
        
        

      

      
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    SECTION
      3.10. Presentment of Claims and Collection of Proceeds.

     

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

     

     

    SECTION
      3.11. Maintenance of the Primary Insurance Policies.

     

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

     

    (b) The
      Master Servicer agrees to cause each Servicer (to the extent required under
      the
      related Servicing Agreement) to present, on behalf of the Trustee, the Trust
      Fund and the Certificateholders, claims to the insurer under any Primary
      Insurance Policies and, in this regard, to take such reasonable action as shall
      be necessary to permit recovery under any Primary Insurance Policies respecting
      defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.02, any amounts
      collected by the Servicer under any Primary Insurance Policies shall be
      deposited in the Distribution Account, subject to withdrawal pursuant to Section
      4.03.

     

     

    SECTION
      3.12. Trustee to Retain Possession of Certain Insurance Policies and
      Documents.

     

    The
      Trustee (or the Custodian, as directed by the Trustee), shall retain possession
      and custody of the originals (to the extent available) of any Primary Insurance
      Policies, or certificate of insurance if applicable and available, and any
      certificates of renewal as to the foregoing as may be issued from time to time
      as contemplated by this Agreement and which come into its possession. Until
      all
      amounts distributable in respect of the Certificates have been distributed
      in
      full and the Master Servicer otherwise has fulfilled its obligations under
      this
      Agreement, the Trustee (or its Custodian, if any, as directed by the Trustee)
      shall also retain possession and custody of each Mortgage File in accordance
      with and subject to the terms and conditions of this Agreement. The Master
      Servicer shall promptly deliver or cause to be delivered to the Trustee (or
      the
      Custodian, as directed by the Trustee), upon the execution or receipt thereof
      the originals of any Primary Insurance Policies, any certificates of renewal,
      and such other documents or instruments that constitute portions of the Mortgage
      File that come into the possession of the Master Servicer from time to
      time.

     


    
      
        
        

      

      
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    SECTION
      3.13. Realization Upon Defaulted Mortgage Loans.

     

    Subject
      to Sections 3.24 and 3.25 herein, the Master Servicer shall cause each Servicer
      (to the extent required under the related Servicing Agreement) either (i) to
      foreclose upon, repossess or otherwise comparably convert the ownership of
      Mortgaged Properties securing such of the Mortgage Loans as come into and
      continue in default and as to which no satisfactory arrangements can be made
      for
      collection of delinquent payments or (ii) as an alternative to foreclosure,
      to
      sell such defaulted Mortgage Loans at fair market value to third-parties, if
      the
      Servicer, or the Subservicer on its behalf, reasonably believes that such sale
      would maximize proceeds to the Trust Fund (on a present value basis) with
      respect to those Mortgage Loans, all in accordance with the applicable Servicing
      Agreement.

     

     

    SECTION
      3.14. Additional Compensation to the Master Servicer. 

     

    Pursuant
      to Section 4.02(c), certain income and gain realized from any investment of
      funds in the Distribution Account shall be for the benefit of the Master
      Servicer as additional compensation. Servicing compensation in the form of
      assumption fees, if any, late payment charges, as collected, if any, or
      otherwise (but, unless otherwise specifically permitted in a Servicing
      Agreement, not including any Prepayment Penalty Amounts) shall be retained
      by
      the applicable Servicer, or the Master Servicer, and shall not be deposited
      in
      the related Servicing Account or Distribution Account. The
      Master Servicer shall be required to pay all expenses incurred by it in
      connection with its activities hereunder and shall not be entitled to
      reimbursement therefor except as provided in this Agreement. The amount of
      the
      aggregate compensation payable as set forth in this Section 3.14 plus the Master
      Servicing Fee due to the Master Servicer in respect of any Distribution Date
      shall be reduced in accordance with Section 5.06.

     

     

    SECTION
      3.15. REO Property.

     

    (a) In
      the
      event the Trust Fund (or the Trustee on its behalf) acquires ownership of any
      REO Property in respect of any related Mortgage Loan, the deed or certificate
      of
      sale shall be issued to the Trust Fund, or if required under applicable law,
      to
      the Trustee, or to its nominee, on behalf of the Trust Fund. The Master Servicer
      shall, to the extent provided in the applicable Servicing Agreement, cause
      the
      applicable Servicer to sell, any REO Property as expeditiously as possible
      (and
      in no event later than three years after acquisition) and in accordance with
      the
      provisions of this Agreement and the related Servicing Agreement, as applicable.
      Pursuant to its efforts to sell such REO Property, the Master Servicer shall
      cause the applicable Servicer to protect and conserve, such REO Property in
      the
      manner and to the extent required by the applicable Servicing Agreement, in
      accordance with the REMIC Provisions and in a manner that does not result in
      a
      tax on “net income from foreclosure property” or cause such REO Property to fail
      to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
      the Code.

     


    
      
        
        

      

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

     

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

     

    (d) To
      the
      extent provided in the related Servicing Agreement, the Liquidation Proceeds
      from the final disposition of the REO Property, net of any payment to the Master
      Servicer and the applicable Servicer as provided above shall be deposited in
      the
      related Servicing Account on or prior to the applicable Determination Date
      in
      the month following receipt thereof and be remitted by wire transfer in
      immediately available funds to the Master Servicer for deposit into the related
      Distribution Account on the next succeeding Servicer Remittance
      Date.

     

     

    SECTION
      3.16. Assessments of Compliance and Attestation Reports.

     

    (a) Assessments
      of Compliance.

     

    (i) By
      March
      10 (with a 5 calendar day cure period) of each year, commencing in March 2007,
      the Master Servicer and the Securities Administrator, each at its own expense,
      shall furnish, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish or otherwise make available, each at its
      own expense, to the Securities Administrator and the Depositor (provided that
      the Master Servicer shall furnish copies of each such report received by it
      from
      the Servicers 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 Servicing Criteria to assess
      compliance with the Relevant Servicing Criteria, (C) such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for the fiscal year
      covered by the Form 10-K required to be filed pursuant to Section 3.19(b) and
      for each fiscal year thereafter, whether or not a Form 10-K is required to
      be
      filed, 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.
      


    
      
        
        

      

      
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    (ii) No
      later
      than the end of each fiscal year for the Trust Fund for which a 10-K is required
      to be filed, the Master Servicer and the Trustee, in its capacity as Custodian,
      shall each forward to the Securities Administrator and the Depositor the name
      of
      each Servicing Function Participant engaged by it and what Relevant Servicing
      Criteria will be addressed in the report on assessment of compliance prepared
      by
      such Servicing Function Participant (provided, however, that the Master Servicer
      need not provide such information to the Securities Administrator so long as
      the
      Master Servicer and Securities Administrator are the same Person). When the
      Master Servicer, the Trustee, in its capacity as Custodian, and the Securities
      Administrator (or any Servicing Function Participant engaged by them) submit
      their assessments to the Securities Administrator, such parties will also at
      such time include the assessment (and attestation pursuant to subsection (b)
      of
      this Section 3.16) of each Servicing Function Participant engaged by
      it.

    


    (iii) 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 Master
      Servicer, the Securities Administrator, the Trustee, in its capacity as
      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 Securities 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 R and on any similar exhibit set forth in each Servicing
      Agreement in respect of each Servicer and notify the Depositor of any
      exceptions.

    


    (iv) The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicer (or the Subservicer on its behalf) with its
      own
      assessment of compliance to be submitted to the Securities Administrator
      pursuant to this Section.

    


    (v) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by the parties 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 3.16(a) or to such
      other applicable agreement, notwithstanding any such termination, assignment
      or
      resignation.

    


    (b) Attestation
      Reports.

     

    (i) By
      March
      10 (with a 5 calendar day cure period) of each year, commencing in March 2007,
      the Master Servicer, the Securities Administrator, the Trustee, in its capacity
      as Custodian, each at its own expense, shall cause, and each such party shall
      cause any Servicing Function Participant engaged by it to cause, each at its
      own
      expense, a registered public accounting firm (which may also render other
      services to the Master Servicer, the Trustee, in its capacity as Custodian,
      the
      Securities Administrator, 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 a report to the Securities 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 PCAOB, it is expressing
      an
      opinion as to whether such party’s compliance with the Relevant Servicing
      Criteria was fairly stated in all material respects, or it cannot express an
      overall opinion regarding such party’s assessment of compliance with the
      Relevant Servicing Criteria. In the event that an overall opinion cannot be
      expressed, such registered public accounting firm shall state in such report
      why
      it was unable to express such an opinion. Such report must be available for
      general use and not contain restricted use language. 


    
      
        
        

      

      
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    (ii) Promptly
      after receipt of each such assessment of compliance and attestation report
      the
      Securities Administrator shall confirm that each assessment submitted pursuant
      to subsection (a) of this Section 3.16 is coupled with an attestation meeting
      the requirements of this Section and notify the Depositor of any
      exceptions.

    


    (iii) The
      Master Servicer shall include each such attestation furnished to it by the
      servicers with its own attestation to be submitted to the Securities
      Administrator pursuant to this Section. 

    


    (iv) In
      the
      event the Master Servicer, the Securities Administrator, any servicer or any
      Servicing Function Participant engaged by the parties is terminated, assigns
      its
      rights and duties under or resigns pursuant to the terms of this Agreement,
      or
      any applicable custodial agreement, servicing agreement or subservicing
      agreement, as the case may be, such party shall cause a registered public
      accounting firm to provide an attestation pursuant to this Section 3.16
      notwithstanding any such termination, assignment or resignation.

    


     

    SECTION
      3.17. Annual Compliance Statement.

     

    The
      Master Servicer and the Securities Administrator shall deliver (and the Master
      Servicer and Securities Administrator shall cause any Additional Servicer or
      Servicing Function Participant engaged by it to deliver) to the Depositor and
      the Securities Administrator on or before March 10 (with a 5 calendar day 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 an Additional Servicer or a Servicing Function Participant, has been made
      under such officer’s supervision and (B) to the best of such officer’s
      knowledge, based on such review, such party has fulfilled all its obligations
      under this Agreement, or such other applicable agreement in the case of an
      Additional Servicer or a Servicing Function Participant, 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.

     


    
      
        
        

      

      
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    The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the Servicer with its own annual statement of compliance to be submitted
      to
      the Securities Administrator pursuant to this Section.

     

    In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by parties is terminated or resigns pursuant to
      the
      terms of this Agreement, or any applicable agreement in the case of a Servicing
      Function Participant, as the case may be, such party shall provide an Officer’s
      Certificate pursuant to this Section 3.17 with respect to the period of time
      it
      was subject to this Agreement or any other applicable agreement, as the case
      may
      be.

     

     

    SECTION
      3.18. Sarbanes-Oxley Certification.

     

    Each
      Form
      10-K shall include a Sarbanes-Oxley Certification, required to be included
      therewith pursuant to the Sarbanes-Oxley Act. The Securities Administrator
      and
      the Master Servicer shall provide, and each such party shall cause any Servicing
      Function Participant engaged by it to provide, to the Person who signs the
      Sarbanes-Oxley Certification (the “Certifying
      Person”),
      by
      March 10 (with a 5 calendar day cure period) of each year in which the Trust
      Fund 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 M, 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 subservicing agreement, as the case may be, such party shall provide
      a Back-Up Certification to the Certifying Person pursuant to this Section 3.18
      with respect to the period of time it was subject to this Agreement or any
      applicable subservicing agreement, as the case may be. Notwithstanding the
      foregoing, (i) the Master Servicer and the Securities 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.

     

     

    SECTION
      3.19. Reports Filed with Securities and Exchange Commission.

     

    (a) Reports
      Filed on Form 10-D. 

     

    (i) Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Securities Administrator shall prepare and file on behalf
      of
      the Trust Fund any Form
      10-D
      required by the Exchange Act, in form and substance as required by the Exchange
      Act. The Securities Administrator shall file each Form 10-D with a copy of
      the
      related Distribution Date Statement attached thereto. Any disclosure in addition
      to the Distribution Date Statement that is required to be included on Form
      10-D
      (“Additional
      Form 10-D Disclosure”)
      shall
      be reported by the parties set forth on Exhibit O to the Securities
      Administrator and Depositor and directed and approved by the Depositor pursuant
      to the following paragraph and the Securities 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.


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit S hereto, within 5 calendar days after the related Distribution
      Date, (i) the parties to the MortgageIT Mortgage Loan Trust 2006-1 transaction
      shall be required to provide to the Securities Administrator and Depositor,
      by a
      responsible officer thereof, in EDGAR-compatible form (which may be Word or
      Excel documents easily convertible to EDGAR format), or in such other form
      as
      otherwise agreed upon by the Securities 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 U hereto
      (an
“Additional Disclosure Notification”) and (ii) the Depositor will approve, as to
      form and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-D Disclosure on Form 10-D. The Seller will be responsible
      for
      any reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      in Form 10-D pursuant to this paragraph.

    

      (iii)After
        preparing the Form 10-D, the Securities 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 13th
        calendar
        day after the Distribution Date, the Depositor shall notify the Securities
        Administrator in writing of any changes to or approval of such Form 10-D.
        In the
        absence of receipt of any written changes or approval, the Securities
        Administrator shall be entitled to assume that such Form 10-D is in final
        form
        and the Securities Administrator may proceed with the execution and filing
        of
        Form 10-D. A duly authorized officer 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 Securities Administrator will follow the procedures
        set
        forth in subsection (d)(ii) of this Section 3.19. Promptly (but no later
        than 1
        Business Day) after filing with the Commission, the Securities Administrator
        will make available on its internet website a final executed copy of each
        Form
        10-D filed by the Securities Administrator. Each party to this Agreement
        acknowledges that the performance by the Master Servicer and the Securities
        Administrator of their respective duties under this Section 3.19(a) 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 3.19(a). Neither the Master Servicer nor
        the
        Securities Administrator shall have any liability for any loss, expense,
        damage,
        claim arising out of or with respect to any failure to properly prepare,
        execute
        and/or timely file such Form 10-D, where such failure results from the
        Securities Administrator’s inability or failure to receive, on a timely basis,
        any information from any other party hereto needed to prepare, arrange for
        execution or file such Form 10-D, not resulting from its own negligence,
        bad
        faith or willful misconduct.



    
      
        
        

      

      
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    (b) Reports
      Filed on Form 10-K.

     

    (i) On
      or
      prior to the 90th day after the end of each fiscal year of the Trust Fund in
      which a Form 10-K is required to be filed 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 Fund ends on December
      31st
      of each
      year), commencing in March 2007, the Securities Administrator shall prepare
      and
      file on behalf of the Trust Fund 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 Securities Administrator
      within the applicable time frames set forth in this Agreement, the related
      Servicing Agreement and custodial agreement, (i) an annual compliance statement
      for each Servicer, each Additional Servicer, the Master Servicer and the
      Securities Administrator and any Servicing Function Participant engaged by
      such
      parties (each, a “Reporting
      Servicer”)
      as
      described under Section 3.17 and in such other agreement, (ii)(A) the annual
      reports on assessment of compliance with servicing criteria for each Reporting
      Servicer, as described under Section 3.16(a), and (B) if each Reporting
      Servicer’s report on assessment of compliance with servicing criteria described
      under Section 3.16(a) 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 described
      under Section 3.16(a) is not included as an exhibit to such Form 10-K,
      disclosure that such report is not included and an explanation why such report
      is not included, (iii)(A) the registered public accounting firm attestation
      report for each Reporting Servicer, as described under Section 3.16(b), and
      (B)
      if any registered public accounting firm attestation report described under
      Section 3.16(b) identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any such registered public
      accounting firm attestation report is not included as an exhibit to such Form
      10-K, disclosure that such report is not included and an explanation why such
      report is not included, and (iv) a Sarbanes-Oxley Certification as described
      in
      Section 3.18. Any disclosure or information in addition to (i) through (iv)
      above that is required to be included on Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be reported by the parties set
      forth on
      Exhibit O to the Depositor and Securities Administrator and directed and
      approved by the Depositor pursuant to the following paragraph and the Securities
      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.

    


    (ii) As
      set
      forth on Exhibit S hereto, no later than March 10 (with a 5 calendar day cure
      period) of each year that the Trust Fund is subject to the Exchange Act
      reporting requirements, commencing in 2007, (i) the parties to the MortgageIT
      Mortgage Loan Trust 2006-1 transaction shall be required to provide to the
      Securities Administrator and the Depositor, by a responsible officer thereof,
      in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the
      Securities 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 Seller will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      in Form 10-K pursuant to this paragraph.


    
      
        
        

      

      
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      (iii) After
        preparing the Form 10-K, the Securities 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 Securities Administrator in writing of any changes
        to
        or approval of such Form 10-K. In the absence of receipt of any written changes
        or approval, the Securities Administrator shall be entitled to assume that
        such
        Form 10-K is in final form and the Securities Administrator may proceed with
        the
        execution and filing of the Form 10-K. A senior officer of the Master Servicer
        in charge of the master servicing function shall sign each 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 Securities Administrator will follow the procedures set forth
        in
        subsection (d) of this Section 3.19. Promptly (but no later than 1 Business
        Day)
        after filing with the Commission, the Securities Administrator will make
        available on its internet website a final executed copy of each Form 10-K
        filed
        by the Securities Administrator. The parties to this Agreement acknowledge
        that
        the performance by the Master Servicer and the Securities Administrator of
        its
        duties under this Section 3.19(b) related to the timely preparation, execution
        and filing of Form 10-K is contingent upon such parties (and any Additional
        Servicer or Servicing Function Participant) strictly observing all applicable
        deadlines in the performance of their duties under this Section 3.19(b),
        Section
        3.18, Section 3.17, Section 3.16(a) and Section 3.16(b). Neither the Master
        Servicer nor the Securities 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 Securities Administrator’s inability or failure to receive, on
        a timely basis, any information from any other party hereto needed to prepare,
        arrange for execution or file such Form 10-K, not resulting from its own
        negligence, bad faith or willful misconduct.

    

     

    (c) Reports
      Filed on Form 8-K.

     

    (i) 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 Securities Administrator shall prepare and
      file on behalf of the Trust Fund 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 in Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit O to the Depositor and
      Securities Administrator and directed and approved by the Depositor pursuant
      to
      the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Form 8-K
      Disclosure Information or any Form 8-K, except as set forth in the next
      paragraph.


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit T hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than noon (New York City time)
      on
      the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
      to the MortgageIT Mortgage Loan Trust 2006-1 transaction shall be required
      to
      provide to the Securities Administrator and the Depositor, by a responsible
      officer thereof, in EDGAR-compatible form (which may be Word or Excel documents
      easily convertible to EDGAR format), or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Form 8-K Disclosure Information, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Form 8-K
      Disclosure Information. The Seller will be responsible for any reasonable fees
      and expenses assessed or incurred by the Securities Administrator in connection
      with including any Form 8-K Disclosure Information in Form 8-K pursuant to
      this
      paragraph. 

    


    (iii) After
      preparing the Form 8-K, the Securities 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 Securities Administrator in writing of any change
      to or approval of such Form 8-K. In the absence of receipt of any written
      changes or approval, the Securities Administrator shall be entitled to assume
      that such Form 8-K
      is in
      final form and the Securities Administrator
      may
      proceed with the execution and filing of the Form 8-K. A duly authorized officer
      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 Securities
      Administrator will follow the procedures set forth in subsection (d) of this
      Section 3.19. Promptly (but no later than 1 Business Day) after filing with
      the
      Commission, the Securities Administrator will, make available on its internet
      website a final executed copy of each Form 8-K filed by the Securities
      Administrator. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Securities Administrator of their respective duties
      under this Section 3.19(c) 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
      3.19(c). Neither the Securities Administrator nor the Master Servicer shall
      have
      any liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      8-K, where such failure results from the Securities Administrator’s inability or
      failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct.

    


    (d) Suspension
      of Reporting; Amendments; Late Filings.

     

    (i) On
      or
      prior to January 30 of the first year in which the Securities Administrator
      is
      able to do so under applicable law, the Securities Administrator shall prepare
      and file a Form 15 Suspension Notification relating to the automatic suspension
      of reporting in respect of the Trust Fund under the Exchange Act.



    
      
        
        

      

      
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    (ii) In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify the Depositor either via mail, e-mail or telephone. In the
      case
      of Form 10-D and 10-K, the parties to this Agreement and each Servicer will
      cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as
      applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form
      8-K, the Securities 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, 10-D or 10-K needs to be amended in connection with
      any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or
      any
      Form 8-K Disclosure Information or any amendment to such disclosure, the
      Securities Administrator will electronically notify the Depositor and such
      other
      parties to the transaction as are affected by such amendment and such parties
      will cooperate to prepare any necessary 8-KA, 10-D/A or 10-K/A. Any Form 15,
      Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly
      authorized representative of the Master Servicer in charge of the master
      servicing function. Any Form 10-K shall be signed by a senior officer. The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of their respective duties under
      this
      Section 3.19(d) related to the timely preparation, execution and filing of
      Form
      15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
      upon
      each such party performing its duties under this Section. Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
      amendments to Forms 8-K, 10-D or 10-K, where such failure results from the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 15, Form 12b-25 or any amendments to
      Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
      willful misconduct.

     

    SECTION
      3.20. Additional Information.

     

    Each
      of
      the parties agrees to provide to the Securities Administrator such additional
      information related to such party as the Securities Administrator may reasonably
      request, including evidence of the authorization of the person signing any
      certification or statement, financial information and reports, and such other
      information related to such party or its performance hereunder.

     

     

    SECTION
      3.21. Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Section 3.16 through
      Section 3.22 of this Agreement is to facilitate compliance by the Securities
      Administrator and the Depositor with the provisions of Regulation AB promulgated
      by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 -
      229.1123), as such may be amended from time to time and subject to such
      clarification and interpretive advice as may be issued by the staff of the
      Commission from time to time. Therefore, each of the parties agrees that (a)
      the
      obligations of the parties hereunder shall be interpreted in such a manner
      as to
      accomplish that purpose, (b) the parties’ obligations hereunder will be
      supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB, (c) the parties
      shall comply with the reasonable requests made by the Securities Administrator
      or the Depositor for delivery of such additional or different information as
      the
      Securities Administrator or 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

     


    
      
        
        

      

      
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    SECTION
      3.22. Indemnification. 

     

    Each
      party required to deliver an assessment of compliance and attestation report
      pursuant to Section 3.16 and including the Depositor, the Master Servicer,
      the
      Securities Administrator, the Trustee and any Servicing Function Participant
      engaged by such party, respectively (each, an “Item
      1122 Responsible Party”)
      shall
      indemnify and hold harmless the Securities Administrator, the Master Servicer
      and the Depositor, respectively, and each of their directors, officers,
      employees, agents, and affiliates from and against any and all claims, losses,
      damages, penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon (a) any
      breach by such Item 1122 Responsible Party of any of its obligations hereunder
      relating to its obligations as an Item 1122 Responsible Party, including
      particularly its obligations to provide any assessment of compliance,
      attestation report or compliance statement required under Section 3.16(a),
      3.16(b) or 3.17, respectively, or any information, data or materials required
      to
      be included in any Exchange Act report, (b) any
      material misstatement or omission in (x) any compliance certificate delivered
      by
      it, or by any Servicing Function Participant engaged by it, pursuant to this
      Agreement, (y) any assessment or (except in the case of the Trustee, in its
      capacity as Custodian) attestation delivered by or on behalf of it, or by any
      Servicing Function Participant engaged by it, pursuant to this Agreement, or
      (z)
      any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or Form
      8-K
      Disclosure Information concerning such party and provided by it,
      or (c)
      the negligence, bad faith or willful misconduct of such Item 1122 Responsible
      Party in connection with its performance hereunder relating to its obligations
      as an Item 1122 Responsible Party. If the indemnification provided for herein
      is
      unavailable or insufficient to hold harmless the Master Servicer, the Securities
      Administrator, the Depositor or the Seller, as the case may be, then each Item
      1122 Responsible Party agrees that it shall contribute to the amount paid or
      payable by the Securities Administrator, the Master Servicer and the Depositor,
      as applicable, as a result of any claims, losses, damages or liabilities
      incurred by the Securities Administrator, the Master Servicer or the Depositor
      in such proportion as is appropriate to reflect the relative fault of the
      Securities Administrator, the Master Servicer or the Depositor on the one hand
      and such Item 1122 Responsible Party on the other. This indemnification shall
      survive the termination of this Agreement or the termination of any party to
      this Agreement.

     

     

    SECTION
      3.23. Amendments to Master Servicing Guide. 

     

    The
      Master Servicer hereby agrees not to amend the Master Servicing Guide with
      respect to the Mortgage Loans (which are Securitized Loans (as defined therein))
      which amendment would (i) change the Servicer Remittance Date or date for
      remittance of any servicer reports or monthly remittance advices, (ii) change
      the manner in which any Servicer makes Advances, servicing advances or amounts
      to compensate for Interest Shortfalls or (iii) otherwise have a material adverse
      effect on the Trust Fund or the Certificateholders unless such changes are
      made
      pursuant to the provisions of Section 12.01 hereof. 

     


    
      
        
        

      

      
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    SECTION
      3.24. Special Foreclosure Rights.

     

    Notwithstanding
      anything in this Agreement to the contrary, for so long as the Master Servicer
      has not notified MortgageIT that the majority holder of the most junior of
      the
      Subordinate Certificates is no longer entitled to the rights described in this
      Section 3.24:

    


    (a) MortgageIT
      (or the Subservicer on its behalf) shall not commence foreclosure proceedings
      with respect to a Mortgage Loan unless (i) no later than five Business Days
      prior to its commencement of such foreclosure proceedings, it notifies the
      majority holder of the most junior of the Subordinate Certificates of its
      intention to do so, and (ii) the majority holder of the most junior of the
      Subordinate Certificates, does not, within such five-Business Day period,
      affirmatively object to such action.

     

    (b) In
      the
      event that MortgageIT (or the Subservicer on its behalf) determines not to
      proceed with foreclosure proceedings with respect to a Mortgage Loan that
      becomes 60 days’ or more delinquent and MortgageIT (or the Subservicer on its
      behalf) has determined that it is unable to collect payments due under such
      Mortgage Loan in accordance with accepted servicing practices, MortgageIT (or
      the Subservicer on its behalf) shall, prior to taking any action with respect
      to
      such Mortgage Loan, promptly provide the majority holder of the most junior
      of
      the Subordinate Certificates with notice of such determination and a description
      of such other action as it intends to take with respect to such Mortgage Loan;
      provided, that MortgageIT (or the Subservicer on its behalf) shall not be
      permitted to proceed with any such action unless the majority holder of the
      most
      junior of the Subordinate Certificates, does not, within five Business Days
      following such notice, affirmatively object to the Master Servicer taking such
      action.

     

    (c) If
      the
      majority holder of the most junior of the Subordinate Certificates timely and
      affirmatively objects to an action or contemplated action of MortgageIT or
      the
      Subservicer, as applicable, pursuant to either (a) or (b) above, then the
      majority holder of the most junior of the Subordinate Certificates shall
      instruct MortgageIT, or the Subservicer on its behalf, to hire, at the majority
      holder of the most junior of the Subordinate Certificates’ sole cost and
      expense, three appraisal firms, selected by MortgageIT, or the Subservicer
      on
      its behalf, in its sole and absolute discretion from a list of appraisal firms
      provided by MortgageIT, to compute the fair value of the Mortgaged Property
      relating to the related Mortgage Loan utilizing the Fannie Mae Form 2055
      Exterior-Only Inspection Residential Appraisal Report (each such appraisal-firm
      computation, a “Fair Value Price”), in each case (other than as set forth in (d)
      below) no later than 30 days from the date of such majority holder of the most
      junior of the Subordinate Certificates’ objection. If MortgageIT, or the
      Subservicer on its behalf, shall have received three Fair Value Prices by the
      end of such 30-day period, then the majority holder of the most junior of the
      Subordinate Certificates shall, no later than 5 days after the expiration of
      such 30-day period, purchase such Mortgage Loan and the related Mortgaged
      Property at an amount equal to the sum of (i) accrued and unpaid interest on
      such Mortgage Loan as of such purchase date (“Accrued Interest”) and (ii) the
      highest of such three Fair Value Prices respectively determined by such
      appraisal firms, and shall promptly deliver such amount to the Master Servicer
      for deposit into the Certificate Account. All costs relating to the computation
      of the related Fair Value Prices shall be for the account of the majority holder
      of the most junior of the Subordinate Certificates and shall be paid by the
      majority holder of the most junior of the Subordinate Certificates at the time
      such Mortgage Loan and the related Mortgaged Property are purchased by the
      majority holder of the most junior of the Subordinate Certificates.

     


    
      
        
        

      

      
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    (d) If
      MortgageIT (or the Subservicer on its behalf) shall not have received three
      Fair
      Value Prices at the end of the 30-day period set forth in (c) above,
      then:

     

    
      	 	
              (i)

            	
              MortgageIT
                (or the Subservicer on its behalf) shall obtain such three Fair Value
                Prices no later than 15 days after the end of such 30-day
                period.

            


    

     

    
      	 	
              (ii)

            	
              If
                MortgageIT (or the Subservicer on its behalf) shall have only received
                two
                Fair Value Prices at the end of such 15-day extension period, then
                MortgageIT (or the Subservicer on its behalf) will determine, in
                its sole
                and absolute discretion, the fair value of the Mortgaged Property
                relating
                to such Mortgage Loan, related Insurance Proceeds and the current
                delinquency status of such Mortgage Loan (such fair value, the “Master
                Servicer Fair Value Price”), and the majority holder of the most junior of
                the Subordinate Certificates shall, no later than 5 days after the
                expiration of such 15-day extension period, purchase (and deliver
                to
                MortgageIT (or the Subservicer on its behalf) the purchase price
                for) such
                Mortgage Loan and the related Mortgaged Property at an amount equal
                to the
                sum of (A) Accrued Interest thereon and (B) the higher of (1) the
                highest
                of such two Fair Value Prices determined by such appraisal firms
                and (2)
                the Servicer Fair Value Price.

            


    

     

    
      	 	
              (iii)

            	
              If
                MortgageIT (or the Subservicer on its behalf) shall have received
                only one
                Fair Value Price at the end of such 15-day extension period, then
                MortgageIT (or the Subservicer on its behalf) will determine, in
                its sole
                and absolute discretion, the Servicer Fair Value Price of the Mortgaged
                Property related to such Mortgage Loan,
                and:

            


    

     

    
      	 	
              (A)

            	
              if
                such Servicer Fair Value Price is equal to or greater than the unpaid
                principal balance of the related Mortgage Loan as of such date (the
                “Unpaid Principal Balance”), then the majority holder of the most junior
                of the Subordinate Certificates shall, no later than 5 days after
                the
                expiration of such 15-day extension period, purchase (and deliver
                to the
                Master Servicer the purchase price for) such Mortgage Loan and the
                related
                Mortgaged Property at an amount equal to the sum of (1) Accrued Interest
                thereon and (2) such Servicer Fair Value Price;
                and

            


    

    


    
      	 	
              (B)

            	
              if
                such Servicer Fair Value Price is less than the related Unpaid Principal
                Balance, then the majority holder of the most junior of the Subordinate
                Certificates shall, no later than 5 days after the expiration of
                such
                15-day extension period, purchase (and deliver to MortgageIT (or
                the
                Subservicer on its behalf) the purchase price for) such Mortgage
                Loan and
                the related Mortgaged Property at an amount equal to the sum of (1)
                Accrued Interest thereon and (2) the related Unpaid Principal Balance
                (such sum, the “Preliminary Purchase Price”); provided, that the
                provisions of clause (d)(iv) shall thereafter apply.
                

            


    


    
      
        
        

      

      
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              (iv)

            	
              Following
                the payment by the majority holder of the most junior of the Subordinate
                Certificates of the Preliminary Purchase Price, MortgageIT (or the
                Subservicer on its behalf) shall continue to hire appraisal firms
                at the
                majority holder of the most junior of the Subordinate Certificates’ sole
                cost and expense to compute the Fair Value Price of the Mortgaged
                Property
                related to such Mortgage Loan, and at such time as two such Fair
                Value
                Prices shall have been obtained:

            


    

     

    
      	 	
              (A)

            	
              if
                such Servicer Fair Value Price is equal to or greater than the unpaid
                principal balance of the related Mortgage Loan as of such date (the
                “Unpaid Principal Balance”), then the majority holder of the most junior
                of the Subordinate Certificates shall, no later than 5 days after
                the
                expiration of such 15-day extension period, purchase (and deliver
                to
                MortgageIT (or the Subservicer on its behalf) the purchase price
                for) such
                Mortgage Loan and the related Mortgaged Property at an amount equal
                to the
                sum of (1) Accrued Interest thereon and (2) such Servicer Fair Value
                Price; and

            


    

    


    
      	 	
              (B)

            	
              if
                the sum of (1) Accrued Interest on the related Mortgage Loan and
                (2) the
                higher of (x) the highest of such two Fair Value Prices determined
                by such
                appraisal firms and (y) the Servicer’s Fair Value Price of the Mortgaged
                Property related to such Mortgage Loan (such sum, the “Revised Fair Value
                Price”) is greater than such Preliminary Purchase Price, then MortgageIT
                (or the Subservicer on its behalf) shall promptly notify the majority
                holder of the most junior of the Subordinate Certificates of such
                calculation, and the majority holder of the most junior of the Subordinate
                Certificates shall, no later than 5 days after such notice, remit
                to
                MortgageIT (or the Subservicer on its behalf) for deposit into the
                Certificate Account, the difference between such Revised Fair Value
                Price
                and such Preliminary Purchase Price;
                and

            


    

    


    
      	 	
              (C)

            	
              if
                such Preliminary Purchase Price is greater than such Revised Fair
                Value
                Price, then MortgageIT (or the Subservicer on its behalf) shall promptly
                notify the majority holder of the most junior of the Subordinate
                Certificates of such calculation, and MortgageIT (or the Subservicer
                on
                its behalf) shall, no later than 5 days after such notice, remit
                to the
                majority holder of the most junior of the Subordinate Certificates,
                from
                funds then on deposit in the Certificate Account, the difference
                between
                such Preliminary Purchase Price and such Revised Fair Value
                Price.

            


    

    


    (e) Notwithstanding
      anything herein to the contrary, the majority holder of the most junior of
      the
      Subordinate Certificates shall not be entitled to any of its rights set forth
      herein with respect to a Mortgage Loan following its failure to purchase such
      Mortgage Loan and the related Mortgaged Property, at the related purchase price
      set forth in this Section 3.24 within the timeframe set forth in this Section
      3.24 following the majority holder of the most junior of the Subordinate
      Certificates’ objection to an action of MortgageIT or the Subservicer, as
      applicable. Moreover, the majority holder of the most junior of the Subordinate
      Certificates shall not be entitled to the foregoing rights if any of the
      Subordinate Certificates are held by entities that are unaffiliated with such
      majority holder of the most junior of the Subordinate Certificates.


     


    
      
        
        

      

      
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    (f) Any
      notice, confirmation, instruction or objection pursuant to paragraphs (a),
      (b),
      (c) and (d) above may be delivered via facsimile or other written or electronic
      communication as the parties hereto and the majority holder of the most junior
      of the Subordinate Certificates may agree to from time to time.

     

    (g) For
      the
      avoidance of doubt, the majority holder of the most junior of the Subordinate
      Certificates’ rights set forth in this Section 3.24 are intended to provide the
      majority holder of the most junior of the Subordinate Certificates, for so
      long
      as it has not forfeited its right under this Section 3.24 as set forth in clause
      (e) above, with the unilateral right to control foreclosure decisions in respect
      of delinquent and defaulted Mortgage Loans, and certain exclusive purchase
      rights so as to maximize the recovery value on delinquent and defaulted Mortgage
      Loans.

     

    (h) To
      the
      extent that the majority holder of the most junior of the Subordinate
      Certificates purchases any Mortgage Loan pursuant to this Section 3.24,
      MortgageIT (or the Subservicer on its behalf) will continue to service such
      Mortgage Loan in accordance with the related Servicing Agreement.

     

     

    SECTION
      3.25. Optional Purchases of Defaulted Mortgage Loans.

     

    MortgageIT
      will have the option at any time to purchase any of the Mortgage Loans from
      the
      Trustee at the Purchase Price, up to a maximum of five Mortgage Loans. In the
      event that this option is exercised
      as to
      any five Mortgage Loans, this option will thereupon terminate. This option
      is
      not revocable by MortgageIT. If at any time MortgageIT makes a payment to the
      Distribution Account covering the Purchase Price for such Mortgage Loan pursuant
      to this Section, then the Trustee shall execute the assignment of such Mortgage
      Loan at the request of MortgageIT without recourse to MortgageIT which shall
      succeed to all the Trustee’s right, title and interest in and to such Mortgage
      Loan, and shall transfer the Mortgage File relating thereto.

     

     

    SECTION
      3.26. Realization upon Troubled Mortgage Loans.

     

    The
      Master Servicer shall have the right to cause a Servicer to sell or work out
      any
      Mortgage Loan as to which the Master Servicer reasonably believes that default
      in payment is likely, provided,
      however,
      that,
      with respect to any such sale of a Mortgage Loan by a Servicer, the related
      sale
      price shall be no less than the Stated Principal Balance of such Mortgage Loan
      as of the last day of the Due Period immediately preceding the date of such
      sale
      plus accrued interest thereon through such sale date. Any and all proceeds
      from
      such a sale shall be deemed to be Liquidation Proceeds hereunder and any such
      Mortgage Loan which has been sold shall be deemed a Liquidated Mortgage Loan
      hereunder.

     


    
      
        
        

      

      
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    SECTION
      3.27. Closing Certificate and Opinion.

     

    On
      or
      before the Closing Date, the Master Servicer shall cause to be delivered to
      the
      Depositor, the Seller, the Trustee, and Greenwich Capital Markets, Inc. an
      Opinion of Counsel, dated the Closing Date, in form and substance reasonably
      satisfactory to the Depositor, Greenwich Capital Markets, Inc., and the Seller
      as to the due authorization, execution and delivery of this Agreement by the
      Master Servicer and the enforceability thereof. 

     

     

    SECTION
      3.28. Liabilities of the Master Servicer.

     

    The
      Master Servicer shall be liable in accordance herewith only to the extent of
      the
      obligations specifically imposed upon and undertaken by it herein.

     

     

    SECTION
      3.29. Merger or Consolidation of the Master Servicer.

     

    (a) The
      Master Servicer will keep in full force and effect its existence, rights and
      franchises as a corporation under the laws of the state of its incorporation,
      and 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 duties under this
      Agreement.

     

    (b) Any
      Person into which the Master Servicer may be merged or consolidated, or any
      corporation resulting from any merger or consolidation to which the Master
      Servicer shall be a party, or any Person succeeding to the business of the
      Master Servicer, shall be the successor of the Master Servicer hereunder,
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary
      notwithstanding.

     

     

    SECTION
      3.30. Indemnification of the Trustee, the Master Servicer and the Securities
      Administrator.

     

    (a) In
      addition to any indemnity required pursuant to Section 3.22 hereof, the Master
      Servicer agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (except as otherwise provided
      herein with respect to expenses) (including reasonable legal fees and
      disbursements of counsel) incurred on their part that may be sustained in
      connection with, arising out of, or relating to this Agreement or the
      Certificates (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), an Indemnified Person shall have given the Master Servicer and
      the Depositor written notice thereof promptly after such Indemnified Person
      shall have with respect to such claim or legal action knowledge thereof. The
      Indemnified Person’s failure to give such notice shall not affect the
      Indemnified Person’s right to indemnification hereunder. This indemnity shall
      survive the resignation or removal of the Trustee, the Master Servicer or the
      Securities Administrator and the termination of this Agreement.

     


    
      
        
        

      

      
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    (b) The
      Trust
      Fund will indemnify any Indemnified Person for any loss, liability or expense
      of
      any Indemnified Person not otherwise indemnified by the Master Servicer as
      referred to in Subsection (a) above.

     

    (c) In
      addition to any indemnity required pursuant to Section 3.22 hereof, the
      Securities Administrator agrees to indemnify the Indemnified Persons (other
      than
      the Securities Administrator) for, and to hold them harmless against, any loss,
      liability or expense (except as otherwise provided herein with respect to
      expenses) (including reasonable legal fees and disbursements of counsel)
      incurred on their part (i) in connection with, arising out of, or relating
      to
      the Securities Administrator’s failure to file any Exchange Act report which the
      Securities Administrator is responsible for filing in accordance with Section
      3.19, (ii) by reason of the Securities Administrator’s negligence or willful
      misconduct in the performance of such obligations pursuant to Section 3.19
      or
      (iii) by reason of the Securities Administrator’s reckless disregard of such
      obligations pursuant to Section 3.19, provided, in each case, that with respect
      to any such claim or legal action (or pending or threatened claim or legal
      action), an Indemnified Person shall have given the Securities Administrator
      written notice thereof promptly after such Indemnified Person shall have with
      respect to such claim or legal action knowledge thereof. The Indemnified
      Person’s failure to give such notice shall not affect the Indemnified Person’s
      right to indemnification hereunder. This indemnity shall survive the resignation
      or removal of the Trustee, the Master Servicer or the Securities Administrator
      and the termination of this Agreement.

     

     

    SECTION
      3.31. Limitations on Liability of the Master Servicer and Others;
      Indemnification of Trustee and Others.

     

    Subject
      to the obligation of the Master Servicer to indemnify the Indemnified Persons
      pursuant to Section 3.30:

     

    (a) Neither
      the Master Servicer nor any of the directors, officers, employees or agents
      of
      the Master Servicer shall be under any liability to the Indemnified Persons,
      the
      Depositor, the Trust Fund or the Certificateholders for taking any action or
      for
      refraining from taking any action in good faith pursuant to this Agreement,
      or
      for errors in judgment; provided,
      however,
      that
      this provision shall not protect the Master Servicer or any such Person against
      any breach of warranties or representations made herein or any liability which
      would otherwise be imposed by reason of such Person’s willful misfeasance, bad
      faith or gross negligence in the performance of duties or by reason of reckless
      disregard of obligations and duties hereunder.

     

    (b) The
      Master Servicer and any director, officer, employee or agent of the Master
      Servicer 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.

     

    (c) The
      Master Servicer, the Trustee (in its individual corporate capacity and as
      Trustee), the Custodian (including for such purpose, the Trustee acting in
      its
      capacity as Custodian) and any director, officer, employee or agent of the
      Master Servicer, the Trustee or the Custodian shall be indemnified by the Trust
      Fund and held harmless thereby against any loss, liability or expense (except
      as
      otherwise provided herein with respect to expenses) (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, this Agreement, the
      Certificates or any Servicing Agreement or the transactions contemplated hereby
      or thereby (except, with respect to the Master Servicer, to the extent that
      the
      Master Servicer is indemnified by the Servicer thereunder), other than (i)
      with
      respect to the Master Servicer only, any such loss, liability or expense related
      to the Master Servicer’s failure to perform its duties in compliance with this
      Agreement or (ii) with respect to the Master Servicer or Custodian only, any
      such loss, liability or expense incurred by reason of the Master Servicer’s or
      the Custodian’s willful misfeasance, bad faith or gross negligence in the
      performance of its own duties hereunder or by reason of reckless disregard
      of
      its own obligations and duties hereunder or under a custodial
      agreement.

     


    
      
        
        

      

      
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    (d) The
      Master Servicer shall not be under any obligation to appear in, prosecute or
      defend any legal action that is not incidental to its duties under this
      Agreement and that in its opinion may involve it in any expense or liability;
      provided,
      however,
      the
      Master 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 Trust Fund and the
      Certificateholders hereunder. In such event, the legal expenses and costs of
      such action and any liability resulting therefrom shall be expenses, costs
      and
      liabilities of the Trust Fund, and the Master Servicer shall be entitled to
      be
      reimbursed therefor out of the Distribution Account as provided by Section
      4.03.
      Nothing in this Subsection 3.31(d) shall affect the Master Servicer’s obligation
      to supervise, or to take such actions as are necessary to ensure, the servicing
      and administration of the Mortgage Loans pursuant to Subsection
      3.01(a).

     

    (e) In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Master Servicer
      shall not be required to investigate or make recommendations concerning
      potential liabilities which the Trust Fund might incur as a result of such
      course of action by reason of the condition of the Mortgaged Properties but
      shall give notice to the Trustee if it has notice of such potential
      liabilities.

     

    (f) The
      Master Servicer shall not be liable for any acts or omissions of any Servicer,
      except as otherwise expressly provided herein.

     

     

    SECTION
      3.32. Master Servicer Not to Resign. 

     

    Except
      as
      provided in Section 3.34, the Master Servicer shall not resign from the
      obligations and duties hereby imposed on it except upon a determination that
      any
      such duties hereunder are no longer permissible under applicable law and such
      impermissibility cannot be cured. Any such determination permitting the
      resignation of the Master Servicer shall be evidenced by an Independent Opinion
      of Counsel (delivered at the expense of the Master Servicer) to such effect
      delivered to the Trustee. No such resignation by the Master Servicer shall
      become effective until the Trustee or a successor to the Master Servicer
      reasonably satisfactory to the Trustee shall have assumed the responsibilities
      and obligations of the Master Servicer in accordance with Section 7.02 hereof.
      The Trustee shall notify each Rating Agency of the resignation of the Master
      Servicer.

     


    
      
        
        

      

      
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    SECTION
      3.33. Successor Master Servicer.

     

    In
      connection with the appointment of any successor master servicer or the
      assumption of the duties of the Master Servicer, the Trustee may make such
      arrangements for the compensation of such successor master servicer out of
      payments on the Mortgage Loans as the Trustee and such successor master servicer
      shall agree which in no case shall exceed the Master Servicing Fee. If the
      successor master servicer does not agree that the proposed compensation is
      fair,
      such successor master servicer shall obtain two quotations of market
      compensation from third parties actively engaged in the servicing of
      single-family mortgage loans;
      provided,
      however,
      that
      MortgageIT, as a Servicer of the Mortgage Loans, shall have the right, but
      not
      the obligation, to be appointed successor master servicer in the event that
      the
      Trustee, in its sole discretion, decides not to assume the duties of the Master
      Servicer itself; and provided,
      further,
      that
      each Rating Agency shall confirm in writing that any appointment of a successor
      Master Servicer (other than the Trustee) will not result in a downgrade in
      the
      then current rating of any Class of Certificates. 

     

     

    SECTION
      3.34. Sale and Assignment of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in their entirety as Master Servicer under this Agreement, with
      the
      written consent of the Depositor, to be given in its sole discretion, and
      provided further that: (i) the purchaser or transferee accepting such assignment
      and delegation (a) shall be a Person which shall be qualified to service
      mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of
      not
      less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant
      to clause (ii) below); (c) shall be reasonably satisfactory to the Depositor
      (as
      evidenced in writing signed by the Depositor); and (d) shall execute and deliver
      to the Trustee an agreement, in form and substance reasonably satisfactory
      to
      the Trustee, 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, any custodial agreement
      from and after the effective date of such agreement; (ii) each Rating Agency
      shall be given prior written notice of the identity of the proposed successor
      to
      the Master Servicer and each Rating Agency’s ratings of the Certificates in
      effect immediately prior to such assignment, sale and delegation will not be
      downgraded, qualified or withdrawn as a result of such assignment, sale and
      delegation, as evidenced by a letter to such effect delivered to the Master
      Servicer and the Trustee; and (iii) the Master Servicer assigning and selling
      the master servicing shall deliver to the Trustee an Officer’s Certificate and
      an Independent Opinion of Counsel, (delivered at the Master Servicer’s expense)
      each stating that all conditions precedent to such action under this Agreement
      have been completed and such action is permitted by and complies with the terms
      of this Agreement. No such assignment or delegation shall affect any liability
      of the Master Servicer arising prior to the effective date thereof.

     

     

    SECTION
      3.35. Reporting Requirements of the Commission.

     

    To
      the
      extent that, following the Closing Date, the content of Forms 8-K, 10-D, 10-K,
      15 or other Forms required by the Exchange Act and the Rules and Regulations
      of
      the Commission and the time by which such Forms are required to be filed,
      differs from the provisions of this Agreement, the Master Servicer and the
      Securities Administrator hereby agree that each shall reasonably cooperate
      to
      amend the provisions of this Agreement (in accordance with Section 12.01) in
      order to comply with such amended reporting requirements and such amendment
      of
      this Agreement. Notwithstanding the foregoing, neither the Master Servicer
      nor
      the Securities Administrator shall be obligated to enter into any amendment
      pursuant to this Section that adversely affects its obligations or immunities
      under this Agreement.

     


    
      
        
        

      

      
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    ARTICLE
      IV

     

    ACCOUNTS

     

     

    SECTION
      4.01. Servicing Accounts.

     

    (a) The
      Master Servicer shall enforce the obligation of each Servicer to establish
      and
      maintain one or more custodial accounts (the “Servicing
      Accounts”)
      in
      accordance with the applicable Servicing Agreement, with records to be kept
      with
      respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts
      shall be deposited within 48 hours (or as of such other time specified in the
      related Servicing Agreement) of receipt all collections of principal and
      interest on any Mortgage Loan and with respect to any REO Property received
      by a
      Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
      Proceeds, Recoveries and advances made from the Servicer’s own funds (less, in
      the case of each Servicer, the applicable servicing compensation, in whatever
      form and amounts as permitted by the applicable Servicing Agreement) and all
      other amounts to be deposited in each such Servicing Account. The Servicer
      is
      hereby authorized to make withdrawals from and deposits to the related Servicing
      Account for purposes required or permitted by this Agreement and the applicable
      Servicing Agreement. For the purposes of this Agreement, Servicing Accounts
      shall also include such other accounts as the Servicer maintains for the escrow
      of certain payments, such as taxes and insurance, with respect to certain
      Mortgaged Properties. Each Servicing Agreement sets forth the criteria for
      the
      segregation, maintenance and investment of each related Servicing Account,
      the
      contents of which are acceptable to the parties hereto as of the date hereof
      and
      changes to which shall not be made unless such changes are made in accordance
      with the provisions of Section 12.01 hereof. 

     

    (b) [Reserved];

     

    (c) To
      the
      extent provided in the related Servicing Agreement and subject to this Article
      IV, on or before each Servicer Remittance Date, each Servicer shall withdraw
      or
      shall cause to be withdrawn from the related Servicing Accounts and shall
      immediately deposit or cause to be deposited in the Distribution Account amounts
      representing the following collections and payments (other than with respect
      to
      principal of or interest on the Mortgage Loans due on or before the Cut-off
      Date) with respect to each of the Mortgage Loans it is servicing:

     

    (i) Monthly
      Payments on the Mortgage Loans received or any related portion thereof advanced
      by the Servicers pursuant to the Servicing Agreements which were due on or
      before the related Due Date but net of the amount thereof comprising the
      Servicing Fees;

     

    (ii) Principal
      Prepayments in full and any Liquidation Proceeds received by the Servicers
      with
      respect to such Mortgage Loans in the related Prepayment Period, with interest
      to the date of prepayment or liquidation, net of the amount thereof comprising
      the Servicing Fees and any Recoveries received in the related Prepayment
      Period;

     


    
      
        
        

      

      
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    (iii) Principal
      Prepayments in part received by the Servicers for such Mortgage Loans in the
      related Prepayment Period; 

     

    (iv) Prepayment
      Penalty Amounts, if any; and

     

    (v) any
      amount to be used as a delinquency advance or to pay any Interest Shortfalls,
      in
      each case, as required to be paid under the related Servicing Agreement.


     

    (d) Withdrawals
      may be made from a Servicing Account only to make remittances as provided in
      Section 4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or a Servicer
      for Advances which have been recovered by subsequent collection from the related
      Mortgagor; to remove amounts deposited in error; to remove fees, charges or
      other such amounts deposited on a temporary basis; or to clear and terminate
      the
      account at the termination of this Agreement in accordance with Section 10.01.
      As provided in Sections 4.01(c) and 4.02(b), certain amounts otherwise due
      to
      the Servicers may be retained by them and need not be deposited in the
      Distribution Account.

     

    SECTION
      4.02. Distribution Account. 

     

    (a) The
      Securities Administrator shall establish and maintain in the name of the
      Trustee, for the benefit of the Trust Fund and the Certificateholders, the
      Distribution Account as a segregated account or accounts, each of which shall
      be
      an Eligible Account. The Distribution Account shall constitute a trust account
      of the Trust Fund segregated on the books of the Securities Administrator and
      held by the Securities Administrator in trust in its Corporate Trust Office,
      and
      the Distribution Account and the funds deposited therein shall not be subject
      to, and shall be protected from, all claims, liens, and encumbrances of any
      creditors or depositors of the Trustee, the Securities Administrator or the
      Master Servicer (whether made directly, or indirectly through a liquidator
      or
      receiver of the Trustee, the Securities Administrator or the Master Servicer).
      The amount at any time credited to the Distribution Account shall be (i) fully
      insured by the FDIC to the maximum coverage provided thereby or (ii) invested
      by
      the Securities Administrator, in Permitted Investments, in accordance with
      Section 4.02(c). All Permitted Investments shall mature or be subject to
      redemption or withdrawal on or before, and shall be held until, the immediately
      succeeding Distribution Date. With respect to the Distribution Account and
      the
      funds deposited therein, the Securities Administrator shall take such action
      as
      may be necessary to ensure that the Trust Fund and the Certificateholders shall
      be entitled to the priorities afforded to such a trust account (in addition
      to a
      claim against the estate of the Securities Administrator or the Trustee) as
      provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if
      applicable, or any applicable comparable state statute applicable to state
      chartered banking corporations, if applicable. The Securities Administrator,
      Trustee or their affiliates are permitted to receive additional compensation
      that could be deemed to be in the their economic self-interest for (i) serving
      as investment adviser, administrator, servicing agent, custodian or
      sub-custodian with respect to certain of the Permitted Investments, (ii) using
      affiliates to effect transactions in certain Permitted Investments and (iii)
      effecting transactions in certain Permitted Investments. The Master Servicer
      and
      the Securities Administrator will deposit in the Distribution Account as
      identified by the Master Servicer or the Securities Administrator and as
      received by the Master Servicer or the Securities Administrator, the following
      amounts:

     


    
      
        
        

      

      
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    (i) any
      amounts withdrawn from a Servicing Account pursuant to Section
      4.01(c);

     

    (ii) any
      Advance and any Compensating Interest Payments required to be made by the Master
      Servicer to the extent required but not made by a Servicer; 

     

    (iii) any
      Insurance Proceeds, Liquidation Proceeds or Recoveries received by or on behalf
      of the Master Servicer or which were not deposited in a Servicing Account;
      

     

    (iv) the
      Purchase Price with respect to any Mortgage Loans purchased by the Seller under
      this Agreement, any Substitution Adjustments pursuant to Section 2.03 of this
      Agreement, the Purchase Price with respect to any Mortgage Loans purchased
      by
      the Seller pursuant to Section 3.25, and all proceeds of any Mortgage Loans
      or
      property acquired with respect thereto repurchased by the Seller pursuant to
      Section 10.01;

     

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

     

    (vi) any
      other
      amounts received by or on behalf of the Master Servicer or the Securities
      Administrator and required to be deposited in the Distribution Account pursuant
      to this Agreement, including the applicable Class P Contribution.

     

    (b) All
      amounts deposited to the Distribution Account shall be held by the Securities
      Administrator in the name of the Trustee in trust for the benefit of the Trust
      Fund and 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 (i) late payment charges or
      assumption, tax service, statement account or payoff, substitution,
      satisfaction, release and other like fees and charges (including all Prepayment
      Penalty Amounts) and (ii) the items enumerated in Subsections 4.03(a)(i), (ii),
      (iii), (iv), (vi), (vii), (ix) and (x) with respect to the Securities
      Administrator, need not be credited by the Master Servicer or the related
      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 Securities Administrator, upon receipt
      of a written request therefor signed by a Servicing Officer of the Master
      Servicer, shall promptly transfer such amount to the Master Servicer, any
      provision herein to the contrary notwithstanding.

     

    (c) The
      amount
      at
      any time credited to the Distribution Account shall be invested, in the name
      of
      the Trustee, or its nominee, for the benefit of the Certificateholders, in
      Permitted Investments as follows. All Permitted Investments and investment
      income with respect to the investment of funds in the Distribution Account
      shall
      be for the benefit of the Master Servicer. All Permitted Investments shall
      mature or be subject to redemption or withdrawal on or before, and shall be
      held
      until, the Business Day prior to the next succeeding Distribution Date. Any
      and
      all investment earnings from such Permitted Investments shall be paid to
the
      Master Servicer,
      and the
      risk of loss of moneys resulting from such investments shall be borne by and
      be
      the risk of the
      Master Servicer.
      The
      Master Servicer
      shall
      deposit the amount of any such loss in the Distribution Account within two
      Business Days of receipt of notification of such loss but not later than the
      next succeeding Distribution Date.

     


    
      
        
        

      

      
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    SECTION
      4.03. Permitted Withdrawals and Transfers from the Distribution
      Account.

     

    (a) The
      Master Servicer will, from time to time on demand of a Servicer, the Securities
      Administrator, or for its own account as set forth below, make or cause to
      be
      made such withdrawals or transfers from the Distribution Account, in the case
      of
      a demand by a Servicer, as the applicable Servicer has designated for such
      transfer or withdrawal pursuant to the applicable Servicing Agreement, or in
      the
      case of a demand by the Securities Administrator as the Securities Administrator
      has demanded pursuant hereto, or as the Master Servicer has determined to be
      appropriate in accordance herewith, for the following purposes:

     

    (i) to
      reimburse the Master Servicer or any Servicer for any Advance of its own funds
      or of such Servicer’s own funds, the right of the Master Servicer or a Servicer
      to reimbursement pursuant to this subclause (i) being limited to amounts
      received on a particular Mortgage Loan (including, for this purpose, the
      Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) 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 or any Servicer from Insurance Proceeds or
      Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
      by the Master Servicer or such Servicer in good faith in connection with the
      restoration of the related Mortgaged Property which was damaged by an Uninsured
      Cause or in connection with the liquidation of such Mortgage Loan;

     

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

     

    (iv) to
      pay
      the Master Servicer or any Servicer, as appropriate, from Liquidation Proceeds
      or Insurance Proceeds received in connection with the liquidation of any
      Mortgage Loan, the amount which it or such Servicer would have been entitled
      to
      receive under subclause (viii) of this Subsection 4.03(a) as servicing
      compensation on account of each defaulted scheduled payment on such Mortgage
      Loan if paid in a timely manner by the related Mortgagor;

     

    (v) to
      pay
      the Master Servicer or any Servicer from the Purchase Price for any Mortgage
      Loan, the amount which it or such Servicer would have been entitled to receive
      under subclause (viii) of this Subsection (a) as servicing
      compensation;

     

    (vi) to
      reimburse the Master Servicer or any Servicer for servicing related advances
      of
      funds, 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 and Liquidation Proceeds) which
      represent late recoveries of the payments for which such servicing advances
      were
      made;

     


    
      
        
        

      

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

     

    (viii) to
      pay
      the Master Servicer its monthly Master Servicing Fee and any investment income
      and other additional servicing compensation payable pursuant to Section
      3.14;

     

    (ix) to
      reimburse the Master Servicer or the Securities Administrator for any expenses
      recoverable by the Master Servicer or the Securities Administrator pursuant
      to
      Sections 3.03 and 3.31;

     

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

     

    (xi) to
      reimburse the Trustee and the Securities Administrator for expenses, costs
      and
      liabilities incurred by or reimbursable to it from funds of the Trust Fund
      pursuant to Sections 3.30, 3.31 or 8.05 (including those related to the
      Custodian, to the extent not paid by MortgageIT), and to reimburse the Trustee
      for any fees, costs and expenses costs incurred by or reimbursable to it
      pursuant to Section 2.03(a), 7.01(b), 8.02, 8.05 or 8.07, to the extent not
      otherwise reimbursed to it;

     

    (xii) to
      pay to
      the Master Servicer all investment earnings on amounts on deposit in the
      Distribution Account to what it is entitled under Section 4.02(k);

     

    (xiii) to
      remove
      amounts deposited in error; and 

     

    (xiv) to
      clear
      and terminate the Distribution Account pursuant to Section 10.01. 

     

    (b) In
      addition, on or before the Business Day immediately preceding each Distribution
      Date, the Master Servicer shall deposit in the Distribution Account (or remit
      to
      the Securities Administrator for deposit therein) any Advances or Compensating
      Interest Payments, to the extent required but not made by the related Servicer
      and required to be made by the Master Servicer with respect to the Mortgage
      Loans.

     

    (c) The
      Securities Administrator or the Master Servicer shall keep and maintain separate
      accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
      accounting for any payments or reimbursements from the Distribution Account
      pursuant to subclauses (i) through (vii), inclusive, (ix) and (x) or with
      respect to any such amounts which would have been covered by such subclauses
      had
      the amounts not been retained by the Master Servicer without being deposited
      in
      the Distribution Account under Section 4.02(b).

     


    
      
        
        

      

      
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    (d) In
      order
      to comply with its duties under the USA PATRIOT Act of 2001, the Securities
      Administrator shall obtain and verify certain information and documentation
      from
      the other parties hereto, including, but not limited to, each such party's
      name,
      address and other identifying information.

     

    (e) On
      each
      Distribution Date, the Securities Administrator shall distribute the aggregate
      Available Funds to the Holders of the Certificates in accordance with Section
      5.01.

     

     

    SECTION
      4.04. Yield Maintenance Account.

     

    On
      or
      prior to the Closing Date, the Securities Administrator, on behalf of the
      Trustee, shall cause to be established and maintained the Yield Maintenance
      Account, into which Yield Maintenance Payments received by the Securities
      Administrator pursuant to the Yield Maintenance Agreements shall be deposited
      for the benefit of the Class 1-A1, Class 1-A2, Class 1-B1, Class 1-B2, Class
      2-A1A, Class 2-A1B and Class 2-A1C Certificates. Amounts on deposit in the
      Yield
      Maintenance Account shall not be invested and shall not be held in an
      interest-bearing account.

     

    The
      Securities Administrator shall deposit all amounts received from the Yield
      Maintenance Provider under the Yield Maintenance Agreements into the Yield
      Maintenance Account immediately upon receipt. On each Distribution Date, the
      Securities Administrator, as Paying Agent for the Trustee, shall withdraw from
      the Yield Maintenance Account (i) the Yield Maintenance Distributable Amount
      with respect to the Yield Maintenance Agreement related to the Class 1-A1
      Certificates then on deposit therein and distribute such amounts in respect
      of
      any Basis Risk Shortfalls for such Class on such Distribution Date and (ii)
      any
      amounts remaining on deposit therein after distributions made pursuant to (i)
      above shall be distributed amounts to the Class 1-X Certificates.
      

     

    On
      each
      Distribution Date, the Securities Administrator, as Paying Agent for the
      Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield
      Maintenance Distributable Amount with respect to the Yield Maintenance Agreement
      related to the Class 1-A2 Certificates then on deposit therein and distribute
      such amounts in respect of any Basis Risk Shortfalls for such Class on such
      Distribution Date and (ii) any amounts remaining on deposit therein after
      distributions made pursuant to (i) above shall be distributed amounts to the
      Class 1-X Certificates.
      

     

    On
      each
      Distribution Date, the Securities Administrator, as Paying Agent for the
      Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield
      Maintenance Distributable Amount with respect to the Yield Maintenance Agreement
      related to the Class 1-B1 Certificates then on deposit therein and distribute
      such amounts in respect of any Basis Risk Shortfalls for such Class on such
      Distribution Date and (ii) any amounts remaining on deposit therein after
      distributions made pursuant to (i) above shall be distributed amounts to the
      Class 1-X Certificates.
      

     

    On
      each
      Distribution Date, the Securities Administrator, as Paying Agent for the
      Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield
      Maintenance Distributable Amount with respect to the Yield Maintenance Agreement
      related to the Class 1-B2 Certificates then on deposit therein and distribute
      such amounts in respect of any Basis Risk Shortfalls for such Class on such
      Distribution Date and (ii) any amounts remaining on deposit therein after
      distributions made pursuant to (i) above shall be distributed amounts to the
      Class 1-X Certificates.
      

     


    
      
        
        

      

      
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    On
      each
      Distribution Date, the Securities Administrator, as Paying Agent for the
      Trustee, shall withdraw from the Yield Maintenance Account (i) the Yield
      Maintenance Distributable Amount with respect to the Yield Maintenance Agreement
      related to the Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates then on
      deposit therein and distribute such amounts in respect of any Basis Risk
      Shortfalls for such Classes on such Distribution Date, pro
      rata,
      based
      on amounts due and (ii) any amounts remaining on deposit therein after
      distributions made pursuant to (i) above shall be distributed amounts to the
      Class 2-X Certificates.
      

     

    If
      the
      Seller or its affiliate is the Holder of a Class 1-A1, Class 1-A2, Class 1-B1,
      Class 1-B2, Class 2-A1A, Class 2-A1B or Class 2-A1C Certificate, the Seller
      or
      its affiliate shall remit to the Securities Administrator the portion of Yield
      Maintenance Distributable Amounts received by the Holder of such Certificate
      on
      any Distribution Date, and the Securities Administrator will remit such amounts
      to the Yield Maintenance Provider. For purposes of this Agreement, the
      Securities Administrator shall have no duty to confirm that each amount received
      by it from the Seller or its affiliate with respect to the preceding sentence
      is
      the correct amount. 

     

    To
      the
      extent that it constitutes a “reserve fund” for purposes of the REMIC
      Provisions, the Yield Maintenance Account established hereunder shall be an
      “outside reserve fund” as defined in Treasury Regulation 1.860G-2(h), and in
      that regard (i) such fund shall be an outside reserve fund and not an asset
      of
      any REMIC, (ii) such fund shall be owned for federal tax purposes by the Holders
      of the Class 1-X (the portion attributable to amounts received under Yield
      Maintenance Agreements related to Group 1 Certificates) and Class 2-X
      Certificates (the portion attributable to amounts received under Yield
      Maintenance Agreements related to Group 2 Certificates), and the Holders of
      the
      Class 1-X and Class 2-X Certificates shall report all amounts of income,
      reduction, gain or loss accruing therefrom and (iii) amounts transferred by
      the
      REMIC to the fund shall be treated as distributed by the REMIC to the Holders
      of
      the Class 1-X and Class 2-X Certificates.

     

    The
      Securities Administrator shall terminate the Yield Maintenance Agreements upon
      the occurrence of an event of default or termination event under the related
      Yield Maintenance Agreements of which a Responsible Officer of the Securities
      Administrator has actual knowledge. In the event that a Yield Maintenance
      Agreement is canceled or otherwise terminated for any reason (other than the
      exhaustion of the interest rate protection provided thereby), the Securities
      Administrator shall, at the direction of Certificateholders evidencing Voting
      Rights not less than 50% of the Certificates related to such Yield Maintenance
      Agreement, and to the extent a replacement contract is available (from a
      counterparty designated by the Depositor and acceptable to Certificateholders
      evidencing Voting Rights not less than 50% of the related Certificates), execute
      a replacement contract comparable to such Yield Maintenance Agreement providing
      interest rate protection which is equal to the then-existing protection provided
      by such Yield Maintenance Agreement as certified to the Securities Administrator
      by the Depositor; provided,
      however,
      that
      the cost of any such replacement contract providing the same interest rate
      protection may be reduced to a level such that the cost of such replacement
      contract shall not exceed the amount of any early termination payment received
      from the Yield Maintenance Provider.

     


    
      
        
        

      

      
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    On
      any
      Distribution Date on or prior to the Distribution Date in January 2011, if
      the
      Class Principal Balance of any of the Class 1-A1, Class 1-A2, Class 1-B1 or
      Class 1-B2 Certificates related to a Yield Maintenance Agreement equals zero
      (but not including the Distribution Date on which such Class Principal Balance
      is reduced to zero), all amounts received by the Securities Administrator with
      respect to the related Yield Maintenance Agreement shall be distributed directly
      to the Class 1-X Certificateholders. On the Distribution Date in January 2011
      or
      upon the termination of the Trust, the related Yield Maintenance Agreements
      shall be terminated.

     

    On
      any
      Distribution Date on or prior to the Distribution Date in June 2014, if the
      aggregate Class Principal Balance of the Class 2-A1A, Class 2-A1B or Class
      2-A1C
      Certificates equals zero (but not including the Distribution Date on which
      such
      aggregate Class Principal Balance is reduced to zero), all amounts received
      by
      the Securities Administrator with respect to the related Yield Maintenance
      Agreement shall be distributed directly to the Class 2-X Certificateholders.
      On
      the Distribution Date in June 2014 or upon the termination of the Trust, the
      related Yield Maintenance Agreement shall be terminated.

     

     

    SECTION
      4.05. [Reserved].

     

     

    ARTICLE
      V

     

    FLOW
      OF
      FUNDS

     

     

    SECTION
      5.01. Distributions.

     

    (a) On
      each
      Distribution Date and after making any withdrawals from the Distribution Account
      pursuant to Section 4.03(a), the Securities Administrator shall withdraw funds
      on deposit in the Distribution Account to the extent of Available Funds for
      Loan
      Subgroup 1-A1, Loan Subgroup 1-A2 and Loan Group 2 for such Distribution Date
      and, based on the Distribution Date Statement, make the following disbursements
      and transfers as set forth below:

     

    (i) (A)
      concurrently, 

     

    (1) the
      Available Funds for Loan Subgroup 1-A1 shall be distributed on each Distribution
      Date (other than on the Distribution Date following the optional purchase of
      the
      Mortgage Loans by the Servicer) in the following order of priority:


     

    (x) to
      the
      Class A-R, Class 1-A1 and Class 1-X Certificates, the related Interest
      Distributable Amounts for that date, pro
      rata
      (based
      on the Interest Distributable Amount to which each such Class is entitled);
      provided,
      however,
      that on
      each Distribution Date, the related Interest Distributable Amount for the Class
      1-X Certificates up to the 1-X Required Reserve Fund Deposit shall be deposited
      in the Group 1 Basis Risk Reserve Fund and shall not be distributed to the
      Class
      1-X Certificates; and


    
      
        
        

      

      
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    (y)
       an
      amount
      equal to the Senior Principal Distribution Amount for Loan Subgroup 1-A1 for
      such Distribution Date, as follows:

     

    first,
      concurrently to the Class A-R and Class 1-P Certificates, until the Class
      Principal Balance of each such Class is reduced to zero; and

     

    second,
      to the
      Class 1-A1 Certificates, until the Class Principal Balance of such Class is
      reduced to zero;

    


    (2) the
      Available Funds for Loan Subgroup 1-A2 shall be distributed on each Distribution
      Date (other than on the Distribution Date following the optional purchase of
      the
      Mortgage Loans by the Servicer) in the following order of priority:


     

    (x) to
      the
      Class 1-A2 and Class 1-X Certificates, the related Interest Distributable
      Amounts for that date, pro
      rata
      (based
      on the Interest Distributable Amount to which each such Class is entitled);
      provided,
      however,
      that on
      each Distribution Date, the related Interest Distributable Amount for the Class
      1-X Certificates up to the 1-X Required Reserve Fund Deposit shall be deposited
      in the Group 1 Basis Risk Reserve Fund and shall not be distributed to the
      Class
      1-X Certificates; and

    


    (y)
       an
      amount
      equal to the Senior Principal Distribution Amount for Loan Subgroup 1-A2 for
      such Distribution Date, to the Holders of the Class 1-A2 Certificates, until
      the
      Class Principal Balance of such Class is reduced to zero;

     

    On
      any
      Distribution Date, if the amount to be distributed with respect to the Class
      1-X
      Certificates from a Loan Subgroup in accordance with the provisions of Sections
      5.01(a)(i)(A)(1)(x) or 5.01(a)(i)(A)(2)(x) above is less than an amount equal
      to
      the Class 1-X Certificates’ Interest Distributable Amount (calculated for this
      purpose by using the portion of its Class Notional Balance attributable to
      such
      Loan Subgroup), then Available Funds from the other Loan Subgroup remaining
      after making the distributions in either Section 5.01(a)(i)(A)(1)(x) or
      5.01(a)(i)(A)(2)(x) above, as applicable, to the Certificates related to such
      other Loan Subgroup, shall be distributed to the Class 1-X Certificates to
      cover
      that shortfall.


    
      
        
        

      

      
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    (B) first,
      from
      the Yield Maintenance Account, to the Class 1-A1 and Class 1-A2 Certificates,
      any related Yield Maintenance Distributable Amount for such Distribution Date
      in
      the order and priority set forth in Section 4.04 above and second,
      from
      (a)
      the Group 1 Basis Risk Reserve Fund, to the Class 1-A1 and Class 1-A1
      Certificates, pro
      rata,
      based
      on amounts due any related Basis Risk Shortfall for each such Class and such
      Distribution Date remaining after giving effect to the distributions specified
      in clause first
      above in
      the order and priority set forth in Section 5.07 below;

     

    (C) the
      Available Funds for Loan Subgroup 1-A1 and Loan Subgroup 1-A2 remaining after
      giving effect to the distributions specified in subsections (i)(A) and (B)
      above
      shall be distributed to the Certificateholders in the following order of
      priority:

     

    (1) to
      the
      Class 1-B1 Certificates, the related Interest Distributable Amount for that
      date;

     

    (2) to
      the
      Class 1-B1 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (3) to
      the
      Class 1-B2 Certificates, the related Interest Distributable Amount for that
      date;

     

    (4) to
      the
      Class 1-B2 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (5) to
      the
      Class 1-B3 Certificates, the related Interest Distributable Amount for that
      date;

     

    (6) to
      the
      Class 1-B3 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (7) to
      the
      Class 1-B4 Certificates, the related Interest Distributable Amount for that
      date;

     

    (8) to
      the
      Class 1-B4 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (9) to
      the
      Class 1-B5 Certificates, the related Interest Distributable Amount for that
      date;

     

    (10) to
      the
      Class 1-B5 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     


    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    


    


     

    (11) to
      the
      Class 1-B6 Certificates, the related Interest Distributable Amount for that
      date; and

     

    (12) to
      the
      Class 1-B6 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (D) first,
      from
      the Yield Maintenance Account, to the Class 1-B1 and Class 1-B2 Certificates,
      any related Yield Maintenance Distributable Amount for such Distribution Date
      in
      the order and priority set forth in Section 4.04 above and second,
      from
      (a)
      the Group 1 Basis Risk Reserve Fund, to the Class 1-B1 and Class 1-B2
      Certificates, pro
      rata,
      based
      on amounts due any related Basis Risk Shortfall for each such Class and such
      Distribution Date remaining after giving effect to the distributions specified
      in clause first
      above in
      the order and priority set forth in Section 5.07 below;

     

    (E) the
      Available Funds for each Loan Subgroup remaining after giving effect to the
      distributions specified in subsections (A), (B), (C) and (D) above will be
      distributed to the Class A-R Certificate.

     

    On
      the
      Distribution Date following the optional purchase of the Mortgage Loans by
      the
      Servicer, Available Funds for Loan Subgroup 1-A1 and Loan Subgroup 1-A2 shall
      be
      applied in the amounts and in the order specified above, except that no amounts
      will be distributed pursuant to Sections 5.01(a)(i)(B) and (a)(i)(D) above
      and
      the portion of Available Funds remaining after the distribution pursuant to
      Sections 5.01(a)(i)(A) will be applied in the order specified in clause (C)
      of
      Section 5.01(a)(i).

    


    (ii) (A)
      the
      Available Funds for Loan Group 2 and, in respect of clause (v) below, amounts
      on
      deposit in the Yield Maintenance Account, shall be distributed on each
      Distribution Date (other than on the Distribution Date following the optional
      purchase of the Mortgage Loans by the Servicer) in the following order of
      priority:

     

    (1) to
      the
      Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 2-X and Class 2-X-B Certificates,
      the related Interest Distributable Amounts for that date, pro
      rata
      (based
      on the Interest Distributable Amount to which each such Class is entitled);
      provided,
      however,
      that on
      each Distribution Date, the related Interest Distributable Amount for the Class
      2-X Certificates up to the 2-X Required Reserve Fund Deposit shall be deposited
      in the Group 2-A Basis Risk Reserve Fund and shall not be distributed to the
      Class 2-X Certificates and the related Interest Distributable Amount for the
      Class 2-X-B Certificates up to the 2-X-B Required Reserve Fund Deposit shall
      be
      deposited in the Group 2-B Basis Risk Reserve Fund and shall not be distributed
      to the Class 2-X-B Certificates; and

     

    (2) an
      amount
      equal to the Senior Principal Distribution Amount for Loan Group 2 for that
      date, as follows:

     


    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    


    


     

    first,
      to the
      Class 2-P Certificate until its Class Principal Balance is reduced to
      zero;

    


    second,
      to the
      Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates, pro
      rata
      based on
      their respective Class Principal Balances, until the Class Principal Balances
      of
      such Classes are reduced to zero; and

    


    third,
      to the
      Class 2-PO Certificates and Class 2-PO-B Certificates, pro
      rata based
      on
      their respective Class Principal Balances, until the Class Principal Balances
      of
      such Classes are reduced to zero;

    


    (B) first,
      from
      the Yield Maintenance Account, to the Class 2-A1A, Class 2-A1B and Class 2-A1C
      Certificates, any related Yield Maintenance Distributable Amount for such
      Distribution Date in the order and priority set forth in Section 4.04 above,
      second,
      from
      the
      Group 2-A Basis Risk Reserve Fund, to the Class 2-A1A, Class 2-A1B and Class
      2-A1C Certificates, pro
      rata,
      based
      on amounts due any related Basis Risk Shortfall for each such Class and such
      Distribution Date remaining after giving effect to the distributions specified
      in clause first
      above in
      the order and priority set forth in Section 5.07 below and third,
      from
      the Group 2-B Basis Risk Reserve Fund, to, sequentially, the Class 1-B1, Class
      1-B2, Class 1-B3, Class 1-B4, Class 1-B5 and Class 1-B6 Certificates, in that
      order, based on amounts due any related Basis Risk Shortfall for each such
      Class
      and such Distribution Date;

     

    (C) the
      Available Funds for Loan Group 2 remaining after giving effect to the
      distributions specified in subsections (ii)(A) and (B) above shall be
      distributed to the Certificateholders in the following order of
      priority:

     

    (1) to
      the
      Class 2-B1 Certificates, the related Interest Distributable Amount for that
      date;

     

    (2) to
      the
      Class 2-B1 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (3) to
      the
      Class 2-B2 Certificates, the related Interest Distributable Amount for that
      date;

     

    (4) to
      the
      Class 2-B2 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (5) to
      the
      Class 2-B3 Certificates, the related Interest Distributable Amount for that
      date;

     


    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    


    


     

    (6) to
      the
      Class 2-B3 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (7) to
      the
      Class 2-B4 Certificates, the related Interest Distributable Amount for that
      date;

     

    (8) to
      the
      Class 2-B4 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (9) to
      the
      Class 2-B5 Certificates, the related Interest Distributable Amount for that
      date;

     

    (10) to
      the
      Class 2-B5 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (11) to
      the
      Class 2-B6 Certificates, the related Interest Distributable Amount for that
      date; and

     

    (12) to
      the
      Class 2-B6 Certificates, an amount allocable to principal equal to their Pro
      Rata Share for such Distribution Date, until the Class Principal Balance of
      such
      Class is reduced to zero;

     

    (D) the
      Available Funds for each Loan Subgroup remaining after giving effect to the
      distributions specified in subsections (A), (B) and (C) above will be
      distributed to the Class A-R Certificate.

     

    On
      the
      Distribution Date following the optional purchase of the Mortgage Loans by
      the
      Servicer, Available Funds for Loan Group 2 shall be applied in the amounts
      and
      in the order specified above, except that no amounts will be distributed
      pursuant to Sections 5.01(a)(ii)(B) and the portion of Available Funds remaining
      after the distribution pursuant to Sections 5.01(a)(i)(A) will be applied in
      the
      order specified in clause (C) of Section 5.01(a)(ii).

    


    (b) Amounts
      to be paid to the Holders of a Class of Certificates shall be payable with
      respect to all Certificates of that Class, pro
      rata,
      based
      on the Certificate Principal Balance or Certificate Notional Balance, as
      applicable, of each Certificate of that Class.

     

    (c) On
      each
      Distribution Date, (i) the Monthly Interest Distributable Amounts for the
      Classes of Group 1 Senior Certificates and Group 1 Subordinate Certificates
      on
      such Distribution Date shall be reduced proportionately, based on (A) in the
      case of the Group 1 Senior Certificates, the Monthly Interest Distributable
      Amount to which they would otherwise be entitled and (B) in the case of the
      Group 1 Subordinate Certificates, interest accrued at the related Pass-Through
      Rate on the related Apportioned Principal Balance of each such Class of Group
      1
      Subordinate Certificates, by Net Interest Shortfalls with respect to Loan Group
      1 and (ii) the Monthly Interest Distributable Amounts for the Classes of Group
      2
      Senior Certificates (other than the Class 2-PO and Class 2-PO-B Certificates)
      and Group 2 Subordinate Certificates on such Distribution Date shall be reduced
      proportionately, based on (A) in the case of the Group 2 Senior Certificates
      (other than the Class 2-PO and Class 2-PO-B Certificates), the Monthly Interest
      Distributable Amount to which they would otherwise be entitled and (B) in the
      case of the Group 2 Subordinate Certificates, interest accrued at the related
      Pass-Through Rate on the related Class Principal Balance of each such Class
      of
      Group 2 Subordinate Certificates, by Net Interest Shortfalls with respect to
      Loan Group 2.

     


    
      
        
        

      

      
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    (d) Notwithstanding
      the priority and allocation set forth in Sections 5.01(a)(i)(C) and
      5.01(a)(ii)(C) above, if with respect to any Class of Subordinate Certificates
      of either Loan Group on any Distribution Date, the sum of the related Class
      Subordination Percentages of such Class and of all other Classes of Subordinate
      Certificates in the related Loan Group which have a higher numerical Class
      designation than such Class (the “Applicable
      Credit Support Percentage”)
      is
      less than the Original Applicable Credit Support Percentage for such Class,
      no
      distribution of Principal Prepayments will be made to any such Classes (the
      “Restricted
      Classes”)
      and
      the amount of such Principal Prepayment otherwise distributable to the
      Restricted Classes shall be distributed to any Classes of Subordinate
      Certificates in the related Loan Group having lower numerical Class designations
      than such Class, pro
      rata,
      based
      on the Class Principal Balances of the respective Classes immediately prior
      to
      such Distribution Date and shall be distributed in the sequential order provided
      in Section 5.01(a)(i)(C) or Section 5.01(a)(ii)(C) above, as
      applicable.

     

    (e) i) Notwithstanding
      the priority and allocation set forth in Section 5.01(a)(i)(C) above, with
      respect to Loan Group 1, on each Distribution Date prior to the Senior Credit
      Support Depletion Date but after the date on which the aggregate Class Principal
      Balance of each Class of the Senior Certificates related to either Loan Subgroup
      have been reduced to zero, 100% of the Principal Prepayments on the Mortgage
      Loans in that Loan Subgroup otherwise distributable on each Class of Subordinate
      Certificates pursuant to Section 5.01(a)(i)(C), in reverse order of priority,
      shall be distributed as principal to the Senior Certificates related to the
      Loan
      Subgroup remaining outstanding in the amounts provided in the next succeeding
      sentence, provided that on such Distribution Date either clause (i) or (ii)
      in
      the definition of the Two Times Test has not been met. Such amount shall be
      allocated among the other Loan Subgroup, pro
      rata
      based on
      aggregate Class Principal Balance of the related Senior Certificates, and paid
      to the Senior Certificates in such Loan Subgroup in the same priority as such
      Certificates would receive other distributions of principal pursuant to Section
      5.01(a)(i).

     

    (ii) On
      any
      Distribution Date on which the Group 1 Senior Certificates related to a Loan
      Subgroup constitute an Undercollateralized Subgroup, all amounts otherwise
      distributable as Available Funds on the Group 1 Subordinate Certificates, in
      reverse order of priority (or, following the Senior Credit Support Depletion
      Date for Loan Group 1, such other amounts described in the immediately following
      sentence), will be distributed as principal to the Senior Certificates of such
      Undercollateralized Subgroup pursuant to Section 5.01(a)(i), first,
      up to
      the sum of the Accrued Interest Amount and the Principal Deficiency Amount
      for
      the related Undercollateralized Subgroup (such distribution, an “Undercollateralization
      Distribution”)
      and
second,
      to pay
      to the Group 1 Subordinate Certificates and the Class A-R Certificate in the
      same order and priority as provided in Section 5.01(a)(i)(C). In the event
      that
      the Group 1 Senior Certificates related to a Loan Subgroup constitute an
      Undercollateralized Subgroup on any Distribution Date following the Senior
      Credit Support Depletion Date for Loan Group 1, Undercollateralization
      Distributions will be made from any Available Funds for a Loan Subgroup not
      related to an Undercollateralized Subgroup remaining after all required amounts
      have been distributed to the related Class of Senior Certificates.
      Undercollateralization Distributions will be applied first
      to pay
      accrued but unpaid interest, if any, and second
      to pay
      principal in the same priority and allocation provided in Section
      5.01(a)(i).

     


    
      
        
        

      

      
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    (f) On
      each
      Distribution Date, the Paying Agent shall distribute to the Holder of (i) the
      Class 1-P Certificates, the Class 1-P Distributable Amount and (ii) the Class
      2-P Certificates, the Class 2-P Distributable Amount. 

     

    (g) Distributions
      on Physical Certificates.
      The
      Paying Agent shall make distributions in respect of a Distribution Date to
      each
      Certificateholder of record on the related Record Date (other than as provided
      in Section 10.01 hereof respecting the final distribution), in the case of
      Certificateholders of the Physical Certificates, by check or money order mailed
      to such Certificateholder at the address appearing in the Certificate Register,
      or by wire transfer. Distributions among Certificateholders of a Class shall
      be
      made in proportion to the Percentage Interests evidenced by the Certificates
      of
      that Class held by such Certificateholders.

     

    (h) Distributions
      on Book-Entry Certificates.
      Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, which shall credit 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. All such credits and disbursements
      with respect to a Book-Entry Certificate are to be made by the Depository and
      the Depository Participants in accordance with the provisions of the
      Certificates. None of the Trustee, the Paying Agent, the Depositor or the Seller
      shall have any responsibility therefor.

     

     

    SECTION
      5.02. Allocation of Net Deferred Interest.

     

    For
      any
      Distribution Date, the Net Deferred Interest on the Group 2 Mortgage Loans
      will
      be allocated among the Classes of Group 2 Senior Certificates and Group 2
      Subordinate Certificates in proportion to the excess, if any, for each such
      Class of (i) the Monthly Interest Distributable Amount accrued at the
      Pass-Through Rate for such Class, over (ii) the amount of the Monthly Interest
      Distributable Amount for such Class calculated at the applicable Adjusted Cap
      Rate for such Class.

     

    On
      each
      Distribution Date, any amount of Net Deferred Interest allocable to a Class
      of
      Group 2 Senior Certificates and Group 2 Subordinate Certificates (other than
      any
      Interest-Only Certificates) on such Distribution Date will be added as principal
      to the outstanding Class Principal Balance of such Class of Certificates. With
      respect to the Class 2-X Certificates and each Distribution Date, any amount
      of
      Net Deferred Interest added to the Principal Balances of the related Group
      2
      Mortgage Loans that is allocated to the Class 2-X Certificates on such
      Distribution Date will be added as principal to the outstanding Class Principal
      Balances of the Class 2-PO Certificates. With respect to the Class 2-X-B
      Certificates and each Distribution Date, any amount of Net Deferred Interest
      added to the Principal Balances of the related Group 2 Mortgage Loans that
      is
      allocated to the Class 2-X-B Certificates on such Distribution Date will be
      added as principal to the outstanding Component Principal Balances of the 2-PO-B
      Certificates.

     


    
      
        
        

      

      
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    SECTION
      5.03. Allocation of Realized Losses.

     

    (a) On
      or
      prior to each Determination Date, the Securities Administrator shall aggregate
      the loan-level information provided by the Master Servicer with respect to
      the
      total amount of Realized Losses, if any, with respect to the Mortgage Loans
      in
      each Loan Subgroup of Loan Group 1 and the Group 2 Mortgage Loans for the
      related Distribution Date and include such information in the Distribution
      Date
      Statement.

     

    (b) (i)
      Realized Losses with respect to each Loan Subgroup in Loan Group 1 shall be
      allocated on any Distribution Date as follows:

     

    first,
      to the
      Group 1 Subordinate Certificates in reverse order of their respective numerical
      Class designations (beginning with the Class of Group 1 Subordinate Certificates
      with the highest numerical Class designation) until the Class Principal Balance
      of each such Class is reduced to zero; and

     

    second, 

     

    (A) with
      respect to Subgroup 1-A1, to the Class 1-A1 and Class A-R Certificates,
pro
      rata,
      until
      the Class Principal Balance of each such Class is reduced to zero;
      and

     

    (B) with
      respect to Subgroup 1-A1, to the Class 1-A2 Certificates, until the Class
      Principal Balance of such Class is reduced to zero.

     

    (ii) Realized
      Losses with respect to Loan Group 2 shall be allocated on any Distribution
      Date
      as follows:

     

    first,
      to the
      Group 2 Subordinate Certificates in reverse order of their respective numerical
      Class designations (beginning with the Class of Group 2 Subordinate Certificates
      with the highest numerical Class designation) until the Class Principal Balance
      of each such Class is reduced to zero; and

     

    second,
      to the
      Class 2-A1A, Class 2-A1B, Class 2-A1C, Class 2-PO and Class 2-PO-B Certificates,
      pro
      rata,
      until
      the Class Principal Balance of each such Class is reduced to zero; provided,
      however,
      the
      Class 2-A1C Certificates will bear the principal portion of all Realized Losses
      allocable to the Class 2-A1A and Class 2-A1B Certificates for so long as the
      Class 2-A1A and Class 2-A1B Certificates are outstanding; provided,
      further,
      the
      Class 2-A1B Certificates will bear the principal portion of all Realized Losses
      allocable to the Class 2-A1A Certificates for so long as the Class 2-A1A
      Certificates are outstanding.

     


    
      
        
        

      

      
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    (c) The
      Class
      Principal Balance of the Class of Subordinate Certificates for either Loan
      Group
      then outstanding with the highest numerical Class designation shall be reduced
      on each Distribution Date by the amount, if any, by which the aggregate of
      the
      Class Principal Balances of all outstanding Classes of Certificates for such
      Loan Group (after giving effect to the distribution of principal and the
      allocation of Realized Losses for such Loan Group on such Distribution Date)
      exceeds the aggregate of the Stated Principal Balances of all the Mortgage
      Loans
      for such Loan Group for the following Distribution Date.

     

    (d) Any
      Realized Loss allocated to a Class of Certificates or any reduction in the
      Class
      Principal Balance of a Class of Certificates pursuant to Section 5.03(b) or
      (c)
      shall be allocated among the Certificates of such Class, pro
      rata,
      in
      proportion to their respective Certificate Principal Balances.

     

    (e) Any
      allocation of Realized Losses to a Certificate or any reduction in the
      Certificate Principal Balance of a Certificate pursuant to Section 5.03(b)
      or
      (c) shall be accomplished by reducing the Certificate Principal Balance thereof
      immediately following the distributions made on the related Distribution Date
      in
      accordance with the definition of “Certificate Principal Balance.”

     

    SECTION
      5.04. Statements. 

     

    (a) Two
      Business Days prior to each Distribution Date, the Securities Administrator
      shall make available to the Securities Administrator, and concurrently with
      each
      distribution to Certificateholders, the Securities Administrator shall make
      available to each Certificateholder, the Seller, the Master Servicer, the
      Trustee, the Yield Maintenance Provider and the Rating Agencies, a statement
      based, as applicable, on loan-level information provided to it by the Master
      Servicer and the Servicers, no later than the third Business Day prior to the
      related Distribution Date, (the “Distribution
      Date Statement”)
      as to
      the distributions to be made or made, as applicable, on such Distribution Date.
      Information in the Distribution Date Statement relating to or based on amounts
      available in the Yield Maintenance Account shall be based on information
      provided by the Yield Maintenance Provider regarding any Yield Maintenance
      Amounts required to be paid by the Yield Maintenance Provider for the related
      Distribution Date pursuant to the Yield Maintenance Agreements. The Distribution
      Date Statement shall include the following:

     

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

     

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

     

    (iii) the
      related Senior Percentage, Senior Prepayment Percentage, Subordinate Percentage
      and Subordinate Prepayment Percentage with respect to each Loan Subgroup, in
      the
      case of Loan Group 1, or with respect to Loan Group 2, in each case for the
      following Distribution Date;

     


    
      
        
        

      

      
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    (iv) the
      aggregate amount of servicing compensation received by the Servicer during
      the
      related Due Period and such other customary information as the Securities
      Administrator deems necessary or desirable, or which a Certificateholder
      reasonably requests, to enable Certificateholders to prepare their tax
      returns;

     

    (v) the
      amount of Advances for each Loan Subgroup, in the case of Loan Group 1, or
      for
      Loan Group 2 for the related Due Period and the amount of unreimbursed
      Advances;

     

    (vi) the
      Loan
      Subgroup Balance for Loan Group 1, the Loan Group Balance for Loan Group 2
      and
      the related Net WAC for each Loan Subgroup, in the case of Loan Group 1, or
      with
      respect to Loan Group 2, at the Close of Business at the end of the related
      Due
      Period;

     

    (vii) for
      each
      Loan Subgroup of Loan Group 1, the aggregate Principal Balance of the Six-Month
      LIBOR Indexed, One-Year LIBOR Indexed and One-Year CMT Indexed Mortgage Loans
      at
      the Close of Business at the end of the related Due Period;

     

    (viii) for
      Loan
      Group 2, the aggregate Principal Balance of the Three-Month LIBOR Indexed,
      One-Year LIBOR Indexed and One-Month MTA Indexed Mortgage Loans at the Close
      of
      Business at the end of the related Due Period;

     

    (ix) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      amount of fees, expenses or indemnification amounts paid by the Trust Fund
      with
      an identification of the general purpose of such amounts and the party receiving
      such amounts;

     

    (x) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      number, weighted average remaining term to maturity, weighted average life
      and
      weighted average Loan Rate of the related Mortgage Loans as of the related
      Due
      Date;

     

    (xi) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      number and aggregate unpaid principal balance of the related Mortgage Loans,
      (a) 30 to 59 days Delinquent, (b) 60 to 89 days Delinquent, (c) 90 or more
      days Delinquent, (d) as to which foreclosure proceedings have been commenced
      and
      (e) in bankruptcy, in each case as of the close of business on the last day
      of
      the preceding calendar month, in each case, using the MBA method;

     

    (xii) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      book value of any REO Property as of the Close of Business on the last Business
      Day of the calendar month preceding the Distribution Date, and, cumulatively,
      the total number and cumulative principal balance of all REO Properties in
      each
      Loan Group or Loan Subgroup, as applicable, as of the Close of Business of
      the
      last day of the preceding Due Period;

     

    (xiii) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      aggregate amount of Principal Prepayments with respect to each Loan Group or
      Loan Subgroup, as applicable, made during the related Prepayment
      Period;

     


    
      
        
        

      

      
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    (xiv) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      aggregate amount of Realized Losses incurred during the related Due Period
      for
      each Loan Group or Loan Subgroup, as applicable, and the cumulative amount
      of
      Realized Losses and the amount of Realized Losses, if any, allocated to each
      Class of Certificates;

     

    (xv) the
      Class
      Principal Balance or Class Notional Balance, as applicable, of each Class of
      Certificates and the Apportioned Principal Balances of the related Subordinate
      Certificates after giving effect to any distributions made thereon, on such
      Distribution Date;

     

    (xvi) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      Monthly Interest Distributable Amount and the Interest Distributable Amount
      in
      respect of each related Class of Certificates, for such Distribution Date and
      the respective portions thereof, if any, remaining unpaid following the
      distributions made in respect of such Certificates on such Distribution
      Date;

     

    (xvii) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      aggregate amount of any Net Interest Shortfalls and the Unpaid Interest
      Shortfall Amount for such Distribution Date;

     

    (xviii) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      related Available Funds;

     

    (xix) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      Pass-Through Rate and Adjusted Cap Rate for each Class of Certificates for
      such
      Distribution Date; 

     

    (xx) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      aggregate Principal Balance of Mortgage Loans purchased hereunder by the Seller
      during the related Due Period, and indicating the relevant section of the
      Mortgage Loan Purchase Agreement, or the Section of this Agreement, as
      applicable, requiring or allowing the purchase of each such Mortgage
      Loan;

     

    (xxi) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      amount of any Principal Deficiency Amounts or Accrued Interest Amounts paid
      to
      an Undercollateralized Group or amounts paid pursuant to Section 5.01(f)(i);
      

     

    (xxii) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      current Recoveries allocable thereto;

     

    (xxiii) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      cumulative Recoveries allocable thereto;

     

    (xxiv) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      amount of any Basis Risk Shortfall, if any, and the related accrued interest
      thereon;

     


    
      
        
        

      

      
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    (xxv) for
      each
      Loan Subgroup, in the case of Loan Group 1, or with respect to Loan Group 2,
      the
      amount of Deferred Interest and Net Deferred Interest, if any, for such Loan
      Group or Loan Subgroup, as applicable,; 

     

    (xxvi) payments
      made under the Yield Maintenance Agreements, if any; 

     

    (xxvii) the
      amount of Net Deferred Interest, if any, added to the Class Principal Balance
      of
      the related Certificates in Loan Group 2; and

     

    (xxviii) The
      amount of any Class 1-P Distributable Amount or Class 2-P Distributable
      Amount.

     

    The
      Securities Administrator shall make the Distribution Date Statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders and the other parties to
      this
      Agreement via the Securities Administrator’s internet website. The Securities
      Administrator’s internet website shall initially be located at “www.ctslink.com.”
      Assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at (301) 815-6600. Parties that are unable
      to use the above distribution option are entitled to have a paper copy mailed
      to
      them via first class mail by calling the customer service desk and indicating
      such. The Securities Administrator shall have the right to change the way such
      reports are distributed in order to make such distribution more convenient
      and/or more accessible to the parties, and the Securities Administrator shall
      provide timely and adequate notification to all parties regarding any such
      change.

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed in a separate section of the report as a dollar
      amount for each Class for each $1,000 original dollar amount as of the Cut-Off
      Date.

     

    In
      addition to the information listed above, such Distribution Date Statement
      shall
      also include the information required by Item 1121 (§ 229.1121) of Regulation
      AB.

     

    (b) Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall, upon written request, furnish to each Person who at any
      time during the calendar year was a Certificateholder of a Regular Certificate,
      if requested in writing by such Person, such information as is reasonably
      necessary to provide to such Person a statement containing the information
      set
      forth in subclauses (i), (ii) and (iv) above, aggregated for such calendar
      year
      or applicable portion thereof during which such Person was a Certificateholder
      and such other customary information which a Certificateholder reasonably
      requests to prepare its tax returns. Such obligation of the Securities
      Administrator shall be deemed to have been satisfied to the extent that
      substantially comparable information shall be prepared and furnished by the
      Securities Administrator to Certificateholders pursuant to any requirements
      of
      the Code as are in force from time to time.

     

    (c) On
      each
      Distribution Date, the Securities Administrator shall supply an electronic
      tape
      to Bloomberg Financial Markets, Inc. in a format acceptable to Bloomberg
      Financial Markets, Inc. on a monthly basis, and shall supply an electronic
      tape
      to Loan Performance and Intex Solutions in a format acceptable to Loan
      Performance and Intex Solutions on a monthly basis.

     


    
      
        
        

      

      
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    SECTION
      5.05. Remittance Reports; Advances. 

     

    (a) No
      later
      than the second Business Day following each Determination Date, the Master
      Servicer shall deliver to the Securities Administrator by telecopy or electronic
      mail (or by such other means as the Master Servicer and the Securities
      Administrator may agree from time to time) the Remittance Report with respect
      to
      the related Distribution Date. Not later than the Close of Business New York
      time three Business Days prior to the related Distribution Date, the Master
      Servicer shall deliver or cause to be delivered to the Securities Administrator
      in addition to the information provided on the Remittance Report, such other
      loan-level information reasonably available to it with respect to the Mortgage
      Loans as the Securities Administrator may reasonably require to perform the
      calculations necessary to make the distributions contemplated by Section
      5.01. 

     

    (b) If
      the
      Monthly Payment on a Mortgage Loan that was due on a related Due Date and is
      delinquent, other than as a result of application of the Relief Act, and for
      which the related Servicer was required to make an advance pursuant to the
      related Servicing Agreement exceeds the amount deposited in the Distribution
      Account which will be used for an advance with respect to such Mortgage Loan,
      the Master Servicer will deposit in the Distribution Account not later than
      the
      Business Day immediately preceding the related Distribution Date an amount
      equal
      to such deficiency, net of the Servicing Fee and the Master Servicing Fee,
      for
      such Mortgage Loan except to the extent the Master Servicer determines any
      such
      Advance to be Nonrecoverable from Liquidation Proceeds, Insurance Proceeds
      or
      future payments on the Mortgage Loan for which such Advance was made. Subject
      to
      the foregoing, the Master Servicer shall continue to make such Advances through
      the date that the related Servicer is required to do so under its Servicing
      Agreement. If applicable, on the Business Day immediately preceding the related
      Distribution Date, the Master Servicer shall present an Officer’s Certificate to
      the Securities Administrator and the Trustee (i) stating that the Master
      Servicer elects not to make a Advance in a stated amount and (ii) detailing
      the
      reason it deems the advance to be Nonrecoverable.

     

     

    SECTION
      5.06. Compensating Interest Payments.

     

    The
      amount of the Master Servicing Fee payable to the Master Servicer in respect
      of
      any Distribution Date shall be reduced (but not below zero) by the amount of
      any
      Compensating Interest Payment for such Distribution Date, but only to the extent
      that Interest Shortfalls relating to such Distribution Date are required to
      be
      paid but are not actually paid by the related Servicers on the applicable
      Servicer Remittance Date. Such amount shall not be treated as an Advance and
      shall not be reimbursable to the Master Servicer.

     

     

    SECTION
      5.07. Basis Risk Reserve Fund.

     

    (a) On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      its
      name, in trust for the benefit of the holders of the (i) the Group 1 LIBOR
      Certificates, the Group 1 Basis Risk Reserve Fund, (ii) the Class 2-A1A, Class
      2-A1B and Class 2-A1C Certificates, the Group 2-A Basis Risk Reserve Fund and
      (iii) the Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 and Class
      2-B6 Certificates, the Group 2-B Basis Risk Reserve Fund; the Depositor shall
      deposit $0 into the Group 1 Basis Risk Reserve Fund, $299,857.51 into the Group
      2-A Basis Risk Reserve Fund and $43,488.89 into the Group 2-B Basis Risk Reserve
      Fund, which amounts are intended to cover the amount of Basis Risk Shortfalls
      on
      the related Certificates, if any, on the first, second and third Distribution
      Dates. On the third Distribution Date after the Closing Date, any interest
      accrued on such initial deposit and any amounts remaining from such initial
      deposit will be distributed to MortgageIT; provided,
      however,
      that
      the amount of any such distribution from each Basis Risk Reserve Fund shall
      not
      exceed the amount of the related initial deposit specified in the prior
      sentence.

     


    
      
        
        

      

      
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    Each
      of
      the Group 1 Basis Risk Reserve Fund, Group 2-A Basis Risk Reserve Fund and
      Group
      2-B Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit
      therein shall be held separate and apart from, and shall not be commingled
      with,
      any other moneys, including, without limitation, other moneys of the Trustee
      held pursuant to this Agreement. For the convenience of the Securities
      Administrator, each Basis Risk Reserve Fund may be a separate subaccount of
      a
      single account established by the Securities Administrator. None of the Group
      1
      Basis Risk Reserve Fund, Group 2-A Basis Risk Reserve Fund or Group 2-B Basis
      Risk Reserve Fund shall be an asset of any REMIC established
      hereby.

     

    (b) (i) On
      each
      Distribution Date, the Monthly Interest Distributable Amounts that would
      otherwise be distributable with respect to the Class 1-X Certificates shall
      instead be deposited in the Group 1 Basis Risk Reserve Fund to the extent of
      the
      1-X Required Reserve Fund Deposit.

     

    (ii) On
      each
      Distribution Date, the Monthly Interest Distributable Amounts that would
      otherwise be distributable with respect to the Class 2-X Certificates shall
      instead be deposited in the Group 2-A Basis Risk Reserve Fund to the extent
      of
      the 2-X Required Reserve Fund Deposit.

     

    (iii) 
      On each
      Distribution Date, the Monthly Interest Distributable Amounts that would
      otherwise be distributable with respect to the Class 2-X-B Certificates shall
      instead be deposited in the Group 2-B Basis Risk Reserve Fund to the extent
      of
      the 2-X-B Required Reserve Fund Deposit.

     

    (c) (i) On
      any
      Distribution Date for which a Basis Risk Shortfall exists with respect to the
      Class 1-A1 and Class 1-A2 Certificates, the Securities Administrator, as Paying
      Agent, shall withdraw first from the Yield Maintenance Account, the amount
      of
      such Basis Risk Shortfall for distribution on such Distribution Date pursuant
      to
      Section 4.04 and Section 5.01(a)(i)(B), and then from Group 1 Basis Risk Reserve
      Fund the amount of any remaining Basis Risk Shortfall for such Classes of
      Certificates, pursuant to Section 5.01(a)(i)(B); provided,
      however,
      that on
      each of the first three Distribution Dates amounts initially deposited by the
      Depositor into the Group 1 Basis Risk Reserve Fund shall be used to cover the
      amount of Basis Risk Shortfalls on the Class 1-A1 and Class 1-A2 Certificates
      before amounts deposited in respect of the 1-X Required Reserve Fund Deposit.
      If
      on any Distribution Date the amount on deposit in the Group 1 Basis Risk Reserve
      Fund is not sufficient to make a full distribution of the Basis Risk Shortfall
      with respect to the Class 1-A1 and Class 1-A2 Certificates remaining after
      application of funds available therefor in the Yield Maintenance Account, the
      Securities Administrator, as Paying Agent, shall withdraw the entire amount
      on
      deposit in the Group 1 Basis Risk Reserve Fund and distribute such amount to
      such Classes of Certificates on a pro
      rata
      basis.

     


    
      
        
        

      

      
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    On
      any
      Distribution Date for which a Basis Risk Shortfall exists with respect to the
      Class 1-B1 and Class 1-B2 Certificates, the Securities Administrator, as Paying
      Agent, after making the distributions described in the immediately preceding
      paragraph to the Class 1-A1 and Class 1-A2 Certificates, distribute the lesser
      of any amounts remaining on deposit in the Group 1 Basis Risk Reserve Fund
      and
      such Basis Risk Shortfall to the Class 1-B1 and Class 1-B2, sequentially, in
      that order.

     

    Funds
      remaining in the Group 1 Basis Risk Reserve Fund on any Distribution Date after
      funding the payment of Basis Risk Shortfalls for such Distribution Date will
      be
      allocated to the Class 1-X Certificates, up to the amount of the 1-X Required
      Reserve Fund Deposit for such Distribution Date. 

     

    (ii) On
      any
      Distribution Date for which a Basis Risk Shortfall exists with respect to the
      Class 2-A1A, Class 2-A1B and Class 2-A1C Certificates, the Securities
      Administrator, as Paying Agent, shall withdraw from Group 2-A Basis Risk Reserve
      Fund the amount of any Basis Risk Shortfall for such Classes of Certificates,
      pursuant to Section 5.01(a)(ii)(B); provided,
      however,
      that on
      each of the first three Distribution Dates amounts initially deposited by the
      Depositor into the Group 2-A Basis Risk Reserve Fund shall be used to cover
      the
      amount of Basis Risk Shortfalls on the Class 2-A1A, Class 2-A1B and Class 2-A1C
      Certificates before amounts deposited in respect of the 2-X Required Reserve
      Fund Deposit. If on any Distribution Date the amount on deposit in the Group
      2-A
      Basis Risk Reserve Fund is not sufficient to make a full distribution of the
      Basis Risk Shortfall with respect to the Class 2-A1A, Class 2-A1B and Class
      2-A1C Certificates, the Securities Administrator, as Paying Agent, shall
      withdraw the entire amount on deposit in the Group 2-A Basis Risk Reserve Fund
      and distribute such amount to such Classes of Certificates on a pro
      rata
      basis.

     

    Funds
      remaining in the Group 2-A Basis Risk Reserve Fund on any Distribution Date
      after funding the payment of Basis Risk Shortfalls for such Distribution Date
      will be allocated to the Class 2-X Certificates, up to the amount of the 2-X
      Required Reserve Fund Deposit for such Distribution Date. 

     

    (iii) On
      any
      Distribution Date for which a Basis Risk Shortfall exists with respect to the
      Class 2-B1, Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 and Class 2-B6
      Certificates, the Securities Administrator, as Paying Agent, shall withdraw
      from
      Group 2-B Basis Risk Reserve Fund the amount of any Basis Risk Shortfall for
      such Classes of Certificates and distribute such amounts to the Class 2-B1,
      Class 2-B2, Class 2-B3, Class 2-B4, Class 2-B5 and Class 2-B6 Certificates,
      sequentially, in that order, pursuant to Section 5.01(a)(ii)(D); provided,
      however,
      that on
      each of the first three Distribution Dates amounts initially deposited by the
      Depositor into the Group 1 Basis Risk Reserve Fund shall be used to cover the
      amount of Basis Risk Shortfalls on the Class 2-B1, Class 2-B2, Class 2-B3,
      Class
      2-B4, Class 2-B5 and Class 2-B6 Certificates before amounts deposited in respect
      of the 2-X-B Required Reserve Fund Deposit. 

     


    
      
        
        

      

      
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    Funds
      remaining in the Group 2-B Basis Risk Reserve Fund on any Distribution Date
      after funding the payment of Basis Risk Shortfalls for such Distribution Date
      will be allocated to the Class 2-X-B Certificates, up to the amount of the
      2-X-B
      Required Reserve Fund Deposit for such Distribution Date. 

     

    (d) (i) Funds
      in
      the Group 1 Basis Risk Reserve Fund shall be invested in Permitted Investments.
      Any earnings on amounts in the Group 1 Basis Risk Reserve Fund shall be for
      the
      benefit of the Class 1-X Certificateholders. The Class 1-X Certificates shall
      evidence ownership of the Group 1 Basis Risk Reserve Fund for federal income
      tax
      purposes and the Holders thereof shall direct the Securities Administrator,
      in
      writing, as to investment of amounts on deposit therein. The Class 1-X
      Certificateholder(s) shall be liable for any losses incurred on such
      investments. In the absence of written instructions from the Class 1-X
      Certificateholder as to investment of funds on deposit in the Group 1 Basis
      Risk
      Reserve Fund, such funds shall be invested in money market funds as specified
      by
      the Depositor and as described in clause (vi) of the definition of Permitted
      Investments in Article I. For all Federal income tax purposes, amounts
      transferred by the Upper-Tier REMIC to the Group 1 Basis Risk Reserve Fund
      shall
      be treated as amounts distributed by the Upper-Tier REMIC to the Class 1-X
      Certificateholders.

     

    (ii)Funds
      in
      the Group 2-A Basis Risk Reserve Fund shall be invested in Permitted
      Investments. Any earnings on amounts in the Group 2-A Basis Risk Reserve Fund
      shall be for the benefit of the Class 2-X Certificateholders. The Class 2-X
      Certificates shall evidence ownership of the Group 2-A Basis Risk Reserve Fund
      for federal income tax purposes and the Holders thereof shall direct the
      Securities Administrator, in writing, as to investment of amounts on deposit
      therein. The Class 2-X Certificateholder(s) shall be liable for any losses
      incurred on such investments. In the absence of written instructions from the
      Class 2-X Certificateholder as to investment of funds on deposit in the Group
      2-A Basis Risk Reserve Fund, such funds shall be invested in money market funds
      as specified by the Depositor and as described in clause (vi) of the definition
      of Permitted Investments in Article I. For all Federal income tax purposes,
      amounts transferred by the Upper-Tier REMIC to the Group 2-A Basis Risk Reserve
      Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the
      Class 2-X Certificateholders.

     

    (iii)Funds
      in
      the Group 2-B Basis Risk Reserve Fund shall be invested in Permitted
      Investments. Any earnings on amounts in the Group 2-B Basis Risk Reserve Fund
      shall be for the benefit of the Class 2-X-B Certificateholders. The Class 2-X-B
      Certificates shall evidence ownership of the Group 2-B Basis Risk Reserve Fund
      for federal income tax purposes and the Holders thereof shall direct the
      Securities Administrator, in writing, as to investment of amounts on deposit
      therein. The Class 2-X-B Certificateholder(s) shall be liable for any losses
      incurred on such investments. In the absence of written instructions from the
      Class 2-X-B Certificateholder as to investment of funds on deposit in the Group
      2-B Basis Risk Reserve Fund, such funds shall be invested in money market funds
      as specified by the Depositor and as described in clause (vi) of the definition
      of Permitted Investments in Article I. For all Federal income tax purposes,
      amounts transferred by the Upper-Tier REMIC to the Group 2-B Basis Risk Reserve
      Fund shall be treated as amounts distributed by the Upper-Tier REMIC to the
      Class 2-X-B Certificateholders.

     


    
      
        
        

      

      
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    (e) Except
      as
      provided expressly hereunder, the Securities Administrator shall have no
      obligation to invest and reinvest cash held in any Basis Risk Reserve Fund
      in
      the absence of timely and specific written investment direction from the
      Depositor. In no event shall the Securities Administrator be liable for the
      selection of investments or for investment losses incurred thereon. The
      Securities Administrator shall have no liability in respect of losses incurred
      as a result of the liquidation of any investment prior to its stated maturity
      or
      the failure of the Depositor to provide timely written investment
      direction.

     

    (f) The
      Securities Administrator or its Affiliates are permitted to receive additional
      compensation that could be deemed to be in the Securities Administrator’s
      economic self interest for (i) serving as investment advisor, administrator,
      shareholder servicing agent, custodian or sub-custodian with respect to certain
      Permitted Investments, (ii) using Affiliates to effect transactions in certain
      Permitted Investments and (iii) effecting transactions in certain Permitted
      Investments. The Securities Administrator does not guarantee the performance
      of
      any Permitted Investment.

     

    (g)
      Upon
      termination of the Trust Fund any amounts remaining in the Group 1 Basis Risk
      Reserve Fund, the Group 2-A Basis Risk Reserve Fund and the Group 2-B Basis
      Risk
      Reserve Fund shall be distributed to the Class 1-X, Class 2-X and Class 2-X-B
      Certificateholders, respectively.

     

     

    SECTION
      5.08. Recoveries. 

     

    (a) With
      respect to any Class of Certificates to which a Realized Loss has been allocated
      (including any such Class for which the related Class Principal Balance has
      been
      reduced to zero), the Class Principal Balance of such Class will be increased,
      up to the amount of related Recoveries for such Distribution Date as
      follows:

     

    (i) first,
      the Class Principal Balance of each Class of Senior Certificates related to
      the
      Loan Group from which the Recovery was collected, will be increased pro
      rata,
      up to
      the amount by which Net Realized Losses previously allocated to each such Class
      exceeds the amount of Recoveries for such Distribution Date previously
      distributed to such Class, and 

     

    (ii) second,
      the Class Principal Balance of each Class of Subordinate Certificates will
      be
      increased in order of seniority, up to the amount by which Net Realized Losses
      previously allocated to each such Class exceeds the amount of Recoveries for
      such Distribution Date previously distributed to such Class.

     

    (b) Any
      increase to the Class Principal Balance of a Class of Certificates shall
      increase the Certificate Principal Balance of each Certificate of the related
      Class pro
      rata
      in
      accordance with each Percentage Interest.

     


    
      
        
        

      

      
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    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

     

    SECTION
      6.01. The Certificates.

     

    The
      Certificates shall be substantially in the form annexed hereto as Exhibit A-1
      through E. Each of the Certificates shall, on original issue, be executed by
      the
      Securities Administrator and authenticated and delivered by the Certificate
      Registrar upon the written order of the Depositor concurrently with the sale
      and
      assignment to the Trustee of the Trust Fund. Each Class of the Regular
      Certificates shall be initially evidenced by one or more Certificates
      representing a Percentage Interest with a minimum dollar denomination of $25,000
      and integral dollar multiples of $1 in excess thereof, in the case of the Class
      1-X, Class 2-X, Class 2-X-B, Class 2-PO, Class 2-PO-B and Class A-R Certificates
      and $100,000 and integral dollar multiples of $1 in excess thereof, in the
      case
      of the Class 1-X, Class 2-X and Class 2-X-B Certificates. The Class 2-PO and
      Class 2-PO-B Certificates will be issued in minimum percentage interests of
      0.01%, provided,
      that,
      such certificates must be purchased in minimum total investments of at least
      $100,000. The Class A-R Certificate will be issued as a single certificate
      in
      physical form. 

     

    The
      Certificates shall be executed on behalf of the Trust by manual or facsimile
      signature on behalf of the Securities Administrator by a Responsible Officer.
      Certificates bearing the manual or facsimile signatures of individuals who
      were,
      at the time when such signatures were affixed, authorized to sign on behalf
      of
      the Trustee shall be binding, notwithstanding that such individuals or any
      of
      them have ceased to be so authorized prior to the authentication and delivery
      of
      such Certificates or did not hold such offices at the date of such Certificate.
      Each Certificate shall, on original issue, be authenticated by the Certificate
      Registrar upon the order of the Depositor. No Certificate shall be entitled
      to
      any benefit under this Agreement or be valid for any purpose, unless such
      Certificate shall have been manually authenticated by the Certificate Registrar
      substantially in the form provided for herein, and such authentication upon
      any
      Certificate 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. At any time and
      from time to time after the execution and delivery of this Agreement, the
      Depositor may deliver Certificates executed by the Trustee to the Certificate
      Registrar for authentication and the Certificate Registrar shall authenticate
      and deliver such Certificates as provided in this Agreement and not otherwise.
      Subject to Section 6.02(c), the Senior Certificates (other than the Class A-R
      Certificates) and the Subordinate Certificates shall be Book-Entry Certificates.
      The Class A-R Certificate shall be a Physical Certificate

     

    The
      Private Certificates shall be offered and sold in reliance either on (i) the
      exemption from registration under Rule 144A of the 1933 Act and shall be issued
      initially in the form of one or more permanent global Certificates in
      definitive, fully registered form with the applicable legends set forth in
      Exhibit C (each, a “Restricted
      Global Security”)
      or
      (ii) Regulation S and shall be issued initially in the form of one or more
      permanent global Certificates in definitive, fully registered form without
      interest coupons with the applicable legends set forth in Exhibit C hereto
      (each, a “Regulation
      S Global Security”),
      which
      shall be deposited on behalf of the subscribers for such Certificates
      represented thereby with the Trustee, as custodian for DTC and registered in
      the
      name of a nominee of DTC, duly executed by the Securities Administrator and
      authenticated by the Certificate Registrar as hereinafter provided. The
      aggregate principal amounts of the Restricted Global Securities or Regulation
      S
      Global Securities, as applicable, may from time to time be increased or
      decreased by adjustments made on the records of the Certificate Registrar and
      DTC or its nominee, as the case may be, as hereinafter provided.

     


    
      
        
        

      

      
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    SECTION
      6.02. Registration of Transfer and Exchange of Certificates. 

     

    (a) The
      Certificate Registrar shall cause to be kept a Certificate Register in which,
      subject to such reasonable regulations as it may prescribe, the Certificate
      Registrar shall provide for the registration of Certificates and of transfers
      and exchanges of Certificates as herein provided. The Securities Administrator
      is hereby appointed, and the Securities Administrator hereby accepts its
      appointment as, initial Certificate Registrar on behalf of the Trustee, for
      the
      purpose of registering Certificates and transfers and exchanges of Certificates
      as herein provided.

     

    Upon
      surrender for registration of transfer of any Certificate at the Corporate
      Trust
      Office of the Certificate Registrar maintained for such purpose pursuant to
      the
      foregoing paragraph, the Securities Administrator on behalf of the Trust shall
      execute, and the Certificate Registrar shall authenticate and deliver, in the
      name of the designated transferee or transferees, one or more new Certificates
      of the same aggregate Percentage Interest.

     

    At
      the
      option of the Certificateholders, Certificates may be exchanged for other
      Certificates in authorized denominations and the same aggregate Percentage
      Interests, upon surrender of the Certificates to be exchanged at any such office
      or agency. Whenever any Certificates are so surrendered for exchange, the
      Securities Administrator shall execute on behalf of the Trust, and the
      Certificate Registrar shall authenticate and deliver the Certificates which
      the
      Certificateholder making the exchange is entitled to receive. Every Certificate
      presented or surrendered for registration of transfer or exchange shall (if
      so
      required by the Certificate Registrar) be duly endorsed by, or be accompanied
      by
      a written instrument of transfer satisfactory to the Certificate Registrar
      duly
      executed by, the Holder thereof or his attorney duly authorized in
      writing.

     

    (b) Except
      as
      provided in paragraph (c) or (d) below, the Book-Entry Certificates shall at
      all
      times remain registered in the name of the Depository or its nominee and at
      all
      times: (i) registration of such Certificates may not be transferred by the
      Securities Administrator or the Certificate Registrar except to another
      Depository; (ii) the Depository shall maintain book-entry records with respect
      to the Certificate Owners and with respect to ownership and transfers of such
      Certificates; (iii) ownership and transfers of registration of such Certificates
      on the books of the Depository shall be governed by applicable rules established
      by the Depository; (iv) the Depository may collect its usual and customary
      fees,
      charges and expenses from its Depository Participants; (v) the Certificate
      Registrar, the Paying Agent and the Trustee shall for all purposes deal with
      the
      Depository as representative of the Certificate Owners of such Certificates
      for
      purposes of exercising the rights of Holders under this Agreement, and requests
      and directions for and votes of such representative shall not be deemed to
      be
      inconsistent if they are made with respect to different Certificate Owners;
      (vi)
      the Trustee, the Paying Agent and the Certificate Registrar may rely and shall
      be fully protected in relying upon information furnished by the Depository
      with
      respect to its Depository Participants and furnished by the Depository
      Participants with respect to indirect participating firms and Persons shown
      on
      the books of such indirect participating firms as direct or indirect Certificate
      Owners; and (vii) the direct participants of the Depository shall have no
      rights under this Agreement under or with respect to any of the Certificates
      held on their behalf by the Depository, and the Depository may be treated by
      the
      Trustee, the Paying Agent, the Certificate Registrar and their respective
      agents, employees, officers and directors as the absolute owner of the
      Certificates for all purposes whatsoever.

     


    
      
        
        

      

      
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    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owners. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners that it
      represents or of brokerage firms for which it acts as agent in accordance with
      the Depository’s normal procedures. The parties hereto are hereby authorized to
      execute one or more Letter of Representations with the Depository or take such
      other action as may be necessary or desirable to register a Book-Entry
      Certificate to the Depository. In the event of any conflict between the terms
      of
      any such Letter of Representation and this Agreement, the terms of this
      Agreement shall control.

     

    (c) If
      (x)
      the Depository or the Depositor advises the Certificate Registrar in writing
      that the Depository is no longer willing or able to discharge properly its
      responsibilities as Depository and (y) the Certificate Registrar or the
      Depositor is unable to locate a qualified successor, upon surrender to the
      Certificate Registrar of the Book-Entry Certificates by the Depository,
      accompanied by registration instructions from the Depository for registration,
      the Securities Administrator shall at the Seller’s expense execute on behalf of
      the Trust and authenticate definitive, fully registered certificates (the
“Definitive
      Certificates”).
      Neither the Depositor nor the Certificate Registrar shall be liable for any
      delay in delivery of such instructions and may conclusively rely on, and shall
      be protected in relying on, such instructions. Upon the issuance of Definitive
      Certificates, the Trustee, the Certificate Registrar, the Paying Agent and
      the
      Depositor shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder.

     

    (d) No
      transfer, sale, pledge or other disposition of any Private Certificate, other
      than a Private Certificate sold in an offshore transaction in reliance on
      Regulation S, shall be made unless such disposition is exempt from the
      registration requirements of the 1933 Act, and any applicable state securities
      laws or is made in accordance with the 1933 Act and laws. Any Private
      Certificates sold to an “accredited investor” under Rule 501(a)(1), (2), (3) or
      (7) under the 1933 Act shall be issued only in the form of one or more
      Definitive Certificates and the records of the Certificate Registrar and DTC
      or
      its nominee shall be adjusted to reflect the transfer of such Definitive
      Certificates. In the event of any transfer of any Private Certificate in the
      form of a Definitive Certificate, (i) the transferee shall certify (A) such
      transfer is made to a Qualified Institutional Buyer in reliance upon Rule 144A
      (as evidenced by an investment letter delivered to the Certificate Registrar,
      in
      substantially the form attached hereto as Exhibit J-2) under the 1933 Act,
      or
      (B) such transfer is made to an “accredited investor” under Rule 501(c)(1), (2),
      (3) or (7) under the 1933 Act (as evidenced by an investment letter delivered
      to
      the Certificate Registrar, in substantially the form attached hereto as Exhibit
      J-1, and, if so required by the Certificate Registrar and the Depositor, a
      written Opinion of Counsel (which may be in-house counsel) acceptable to and
      in
      form and substance reasonably satisfactory to the Certificate Registrar and
      the
      Depositor, delivered to the Certificate Registrar and the Depositor stating
      that
      such transfer may be made pursuant to an exemption, including a description
      of
      the applicable exemption and the basis therefor, from the 1933 Act or is being
      made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense
      of the Trust, the Trustee, the Certificate Registrar, the Master Servicer,
      the
      Securities Administrator or the Depositor) or (ii) the Certificate Registrar
      shall require the transferor to execute a transferor certificate and the
      transferee to execute an investment letter acceptable to and in form and
      substance reasonably satisfactory to the Depositor and the Certificate Registrar
      certifying to the Depositor and the Certificate Registrar the facts surrounding
      such transfer, which investment letter shall not be an expense of the Trust,
      the
      Trustee, the Certificate Registrar, the Master Servicer, the Securities
      Administrator or the Depositor. Each Holder of a Private Certificate desiring
      to
      effect such transfer shall, and does hereby agree to, indemnify the Trustee,
      the
      Certificate Registrar, the Securities Administrator, the Seller 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.

     


    
      
        
        

      

      
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    In
      the
      case of a Private Certificate that is a Book-Entry Certificate, for purposes
      of
      the preceding paragraph, the representations set forth in the investment letter
      in clause (i) shall be deemed to have been made to the Certificate Registrar
      by
      the transferee’s acceptance of such Private Certificate that is also a
      Book-Entry Certificate (or the acceptance by a Certificate Owner of the
      beneficial interest in such Certificate).

     

    If
      any
      Certificate Owner that is required under this Section 6.02(d) to transfer its
      Class 1-B4, Class 1-B5, Class 1-B6, Class 2-B4, Class 2-B5 or Class 2-B6
      Certificates that are Book-Entry Certificates in the form of Definitive
      Certificates, (i) notifies the Certificate Registrar of such transfer or
      exchange and (ii) transfers such Book-Entry Certificates to the Certificate
      Registrar, in its capacity as such, through the book-entry facilities of the
      Depository, then the Certificate Registrar shall decrease the balance of such
      Book-Entry Certificates, or the Certificate Registrar shall use reasonable
      efforts to cause the surrender to the Certificate Registrar of such Book-Entry
      Certificates by the Depository, and thereupon, the Trustee, on behalf of the
      Trust, shall execute and the Certificate Registrar shall authenticate and
      deliver to such Certificate Owner or its designee one or more Definitive
      Certificates in authorized denominations and with a like aggregate Certificate
      Principal Balance.

     

    Subject
      to the provisions of this Section 6.02(d) governing registration of transfer
      and
      exchange Class 1-B4, Class 1-B5, Class 1-B6, Class 2-B4, Class 2-B5 or Class
      2-B6 Certificates (i) held as Definitive Certificates may be transferred in
      the form of Book-Entry Certificates in reliance on Rule 144A (to one or more
      Qualified Institutional Buyers) or Regulation S under the 1933 Act that are
      acquiring such Definitive Certificates, their own accounts for or for the
      accounts of other Qualified Institutional Buyers and (ii) held as
      Definitive Certificates by a Qualified Institutional Buyer or an investor under
      Regulation S for its own account or for the account of another Qualified
      Institutional Buyer or Regulation S investor may be exchanged for Book-Entry
      Certificates, in each case upon surrender of such Certificates for registration
      of transfer or exchange at the offices of the Certificate Registrar maintained
      for such purpose. Whenever any such Certificates are so surrendered for transfer
      or exchange, either the Certificate Registrar shall increase the balance of
      the
      related Book-Entry Certificates ,or the Trustee on behalf of the Trust shall
      execute, and the Certificate Registrar shall authenticate and deliver, the
      Book-Entry Certificates for which such Certificates were transferred or
      exchanged, as necessary and appropriate. No Holder of any such Definitive
      Certificates other than a Qualified Institutional Buyer or a Regulation S
      investor holding such Certificates for its own account or for the account of
      another Qualified Institutional Buyer or Regulation S investor may exchange
      such
      Certificates for Book-Entry Certificates. Further, any Certificate Owner of
      such
      Book-Entry Certificates other than any such Qualified Institutional Buyers
      or
      Regulation S investors shall notify the Certificate Registrar of its status
      as
      such and shall transfer such Book-Entry Certificate to the Certificate
      Registrar, through the book-entry facilities of the Depository, whereupon,
      and
      also upon surrender to the Certificate Registrar of such Book-Entry Certificates
      by the Depository, (which surrender the Certificate Registrar shall use
      reasonable efforts to cause to occur), the Securities Administrator on behalf
      of
      the Trust shall execute, and the Certificate Registrar shall authenticate and
      deliver, to such Certificate Owner or such Certificate Owner’s nominee one or
      more Definitive Certificates in authorized denominations and with a like
      aggregate Certificate Principal Balance.

     


    
      
        
        

      

      
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    None
      of
      the Depositor, the Seller, the Securities 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 a Private Certificate shall, and does hereby
      agree to, indemnify the Trustee, the Seller, the Securities Administrator,
      the
      Depositor and the Certificate Registrar against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

     

    No
      transfer of an ERISA-Restricted Certificate in the form of a Definitive
      Certificate shall be made unless the Certificate Registrar shall have received
      either (i) a representation from the transferee of such Certificate, acceptable
      to and in form and substance satisfactory to the Certificate Registrar and
      the
      Depositor (such requirement is satisfied only by the Certificate Registrar’s
      receipt of a representation letter from the transferee substantially in the
      form
      of Exhibit I-1 or I-2, as applicable, hereto), to the effect that such
      transferee is not an employee benefit plan subject to Section 406 of ERISA
      or a
      plan or arrangement subject to Section 4975 of the Code, nor a person acting
      on
      behalf of any such plan or arrangement nor using the assets of any such plan
      or
      arrangement to effect such transfer or (ii) if such Certificate has been the
      subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance
      company, a representation that the purchaser is an insurance company which
      is
      purchasing such Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE
      95-60”)
      and
      that the purchase and holding of such Certificates are covered under Sections
      I
      and III of PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the
      Certificate Registrar, which Opinion of Counsel shall not be an expense of
      the
      Trustee, the Certificate Registrar, the Master Servicer, the Securities
      Administrator, the Depositor or the Trust, addressed to the Certificate
      Registrar, to the effect that the purchase and holding of such ERISA-Restricted
      Certificate in the form of a Definitive Certificate will not result in a
      non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and will not subject the Trustee, the Certificate Registrar, the Master
      Servicer, the Servicer, the Securities Administrator or the Depositor to any
      obligation in addition to those expressly undertaken in this Agreement or to
      any
      liability. Notwithstanding anything else to the contrary herein, any purported
      transfer of an ERISA-Restricted Certificate in the form of a Definitive
      Certificate to an employee benefit plan subject to ERISA or Section 4975 of
      the
      Code without the delivery to the Certificate Registrar of an Opinion of Counsel
      satisfactory to the Certificate Registrar as described above shall be void
      and
      of no effect. 

     


    
      
        
        

      

      
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    In
      the
      case of an ERISA-Restricted Certificate that is a Book-Entry Certificate, for
      purposes of clauses (i) or (ii) of the first sentence of the preceding
      paragraph, such representations shall be deemed to have been made to the
      Certificate Registrar by the transferee’s acceptance of such ERISA-Restricted
      Certificate that is also a Book-Entry Certificate (or the acceptance by a
      Certificate Owner of the beneficial interest in such Certificate).

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      none of the Trustee, the Certificate Registrar or the Depositor shall have
      any
      liability to any Person for any registration of transfer of any ERISA-Restricted
      Certificate that is in fact not permitted by this Section 6.02(d) or for the
      Paying Agent making any payments due on such Certificate to the Holder thereof
      or taking any other action with respect to such Holder under the provisions
      of
      this Agreement so long as the transfer was registered by the Certificate
      Registrar in accordance with the foregoing requirements. In addition, none
      of
      the Trustee, the Certificate Registrar or the Depositor shall be required to
      monitor, determine or inquire as to compliance with the transfer restrictions
      with respect to any ERISA-Restricted Certificate in the form of a Book-Entry
      Certificate, and none of the Trustee, the Certificate Registrar or the Depositor
      shall have any liability for transfers of Book-Entry Certificates or any
      interests therein made in violation of the restrictions on transfer described
      in
      the Prospectus Supplement and this Agreement.

     

    (e) 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
      appointed the Depositor or its designee as its attorney-in-fact to negotiate
      the
      terms of any mandatory sale under clause (v) below and to execute all
      instruments of transfer and to do all other things necessary in connection
      with
      any such sale, and the rights of each Person acquiring any Ownership Interest
      in
      a Residual Certificate are expressly subject to the following
      provisions:

     

    (i) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee who acquires such Ownership Interest in a
      Residual Certificate for its own account and not in the capacity as trustee,
      nominee or agent for another Person and shall promptly notify the Certificate
      Registrar and the Trustee of any change or impending change in its status as
      such a Permitted Transferee.

     

    (ii) No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date and no Ownership Interest in a Residual Certificate may thereafter be
      transferred, and the Certificate Registrar shall not register the Transfer
      of a
      Residual Certificate unless, in addition to the certificates required to be
      delivered under subsection (d) above, the Trustee and the Certificate Registrar
      shall have been furnished with an affidavit (“Transfer
      Affidavit”)
      of the
      initial owner of such Residual Certificate or proposed transferee of a Residual
      Certificate in the form attached hereto as Exhibit L.

     

    (iii) In
      connection with any proposed transfer of any Ownership Interest in a Residual
      Certificate, the Trustee and the Certificate Registrar shall as a condition
      to
      registration of the transfer, require delivery to them of a Transferor
      Certificate in the form of Exhibit K hereto from the proposed transferor to
      the
      effect that the transferor (a) has no knowledge the proposed Transferee is
      not a
      Permitted Transferee acquiring an Ownership Interest in such Residual
      Certificate for its own account and not in a capacity as trustee, nominee,
      or
      agent for another Person, and (b) has not undertaken the proposed transfer
      in
      whole or in part to impede the assessment or collection of tax.

     


    
      
        
        

      

      
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    (iv) Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section shall be absolutely
      null and void and shall vest no rights in the purported transferee. If any
      purported transferee shall, in violation of the provisions of this Section,
      become a Holder of such Residual Certificate, then the prior Holder of such
      Residual Certificate that is a Permitted Transferee shall, upon discovery that
      the registration of Transfer of such Residual Certificate was not in fact
      permitted by this Section, be restored to all rights as Holder thereof
      retroactive to the date of registration of transfer of such Residual
      Certificate. None of the Trustee, the Certificate Registrar or the Depositor
      shall have any liability to any Person for any registration of Transfer of
      a
      Residual Certificate that is in fact not permitted by this Section or for the
      Paying Agent making any distributions due on a Residual Certificate to the
      Holder thereof or taking any other action with respect to such Holder win the
      provisions of this Agreement so long as the Trustee and the Certificate
      Registrar received the documents specified in clause (iii). The Certificate
      Registrar shall be entitled to recover from any Holder of such Residual
      Certificate that was in fact not a Permitted Transferee at the time such
      distributions were made all distributions made on such Residual Certificate.
      Any
      such distributions so recovered by the Certificate Registrar shall be
      distributed and delivered by the Certificate Registrar to the last Holder of
      such Residual Certificate that is a Permitted Transferee.

     

    (v) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Certificate Registrar shall have the right but not the obligation, without
      notice to the Holder of such Residual Certificate or any other Person having
      an
      Ownership Interest therein, to notify the Depositor to arrange for the sale
      of
      such Residual Certificate. The proceeds of such sale, net of commissions (which
      may include commissions payable to the Depositor or its affiliates in connection
      with such sale), expenses and taxes due, if any, will be remitted by the
      Certificate Registrar to the previous Holder of such Residual Certificate that
      is a Permitted Transferee, except that in the event that the Certificate
      Registrar determines that the Holder of such Residual Certificate may be liable
      for any amount due under this Section or any other provisions of this Agreement,
      the Certificate Registrar may withhold a corresponding amount from such
      remittance as security for such claim. The terms and conditions of any sale
      under this clause (v) shall be determined in the sole discretion of the Trustee
      and the Certificate Registrar and they shall not be liable to any Person having
      an Ownership Interest in such Residual Certificate as a result of its exercise
      of such discretion.

     

    (vi) If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Securities Administrator upon receipt of reasonable compensation will provide
      to
      the Internal Revenue Service, and to the persons specified in Sections
      860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
      under Section 860E(e)(5) of the Code on transfers of residual interests to
      disqualified organizations.

     


    
      
        
        

      

      
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    The
      foregoing provisions of this Section shall cease to apply to transfers occurring
      on or after the date on which there shall have been delivered to the Certificate
      Registrar and the Servicer, in form and substance satisfactory to the
      Certificate Registrar, (i) written notification from each Rating Agency that
      the
      removal of the restrictions on Transfer set forth in this Section will not
      cause
      such Rating Agency to downgrade its ratings of the Certificates and (ii) an
      Opinion of Counsel to the effect that such removal will not cause the REMIC
      created hereunder to fail to qualify as a REMIC.

     

    (f) Notwithstanding
      any provision to the contrary herein, so long as a Restricted Global Security
      or
      Regulation S Global Security, as applicable, representing the Certificates
      remains outstanding and is held by or on behalf of the Depository, transfers
      of
      a Restricted Global Security or Regulation S Global Security, as applicable,
      representing the Certificates, in whole or in part, shall only be made in
      accordance with Section 6.01 and this Section 6.02(f).

     

    (i) Subject
      to clauses (ii) and (iii) of this Section 6.02(f), transfers of a Restricted
      Global Security or Regulation S Global Security, as applicable, representing
      the
      Certificates shall be limited to transfers of such a Restricted Global Security
      or Regulation S Global Security, as applicable, in whole, but not in part,
      to
      nominees of the Depository or to a successor of the Depository or such
      successor’s nominee.

     

    (ii) Restricted
      Global Security to Regulation S Global Security.
      If a
      holder of a beneficial interest in a Restricted Global Security deposited with
      or on behalf of the Depository wishes at any time to exchange its interest
      in
      such Restricted Global Security for an interest in a Regulation S Global
      Security, or to transfer its interest in such Restricted Global Security to
      a
      Person who wishes to take delivery thereof in the form of an interest in a
      Regulation S Global Security, such holder, provided such holder is not a U.S.
      Person, may, subject to the rules and procedures of the Depository, exchange
      or
      cause the exchange of such interest for an equivalent beneficial interest in
      the
      Regulation S Global Security. Upon receipt by the Certificate Registrar of
      (A)
      instructions from the Depository directing the Certificate Registrar to cause
      to
      be credited a beneficial interest in a Regulation S Global Security in an amount
      equal to the beneficial interest in such Restricted Global Security to be
      exchanged but not less than the minimum denomination applicable to such
      Certificateholders’ held through a Regulation S Global Security, (B) a written
      order given in accordance with the Depository’s procedures containing
      information regarding the participant account of the Depository and, in the
      case
      of a transfer pursuant to and in accordance with Regulation S, the Euroclear
      or
      Clearstream account to be credited with such increase and (C) a certificate
      in
      the form of Exhibit N-1 hereto given by the holder of such beneficial interest
      stating that the exchange or transfer of such interest has been made in
      compliance with the transfer restrictions applicable to the Global Securities,
      including that the holder is not a U.S. Person and pursuant to and in accordance
      with Regulation S, the Certificate Registrar shall reduce the principal amount
      of the Restricted Global Security and increase the principal amount of the
      Regulation S Global Security by the aggregate principal amount of the beneficial
      interest in the Restricted Global Security to be exchanged, and shall instruct
      Euroclear or Clearstream, as applicable, concurrently with such reduction,
      to
      credit or cause to be credited to the account of the Person specified in such
      instructions a beneficial interest in the Regulation S Global Security equal
      to
      the reduction in the principal amount of the Restricted Global
      Security.

     


    
      
        
        

      

      
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    (iii) Regulation
      S Global Security to Restricted Global Security.
      If a
      holder of a beneficial interest in a Regulation S Global Security deposited
      with
      or on behalf of the Depository wishes at any time to transfer its interest
      in
      such Regulation S Global Security to a Person who wishes to take delivery
      thereof in the form of an interest in a Restricted Global Security, such holder
      may, subject to the rules and procedures of the Depository, exchange or cause
      the exchange of such interest for an equivalent beneficial interest in a
      Restricted Global Security. Upon receipt by the Certificate Registrar of (A)
      instructions from the Depository directing the Certificate Registrar to cause
      to
      be credited a beneficial interest in a Restricted Global Security in an amount
      equal to the beneficial interest in such Regulation S Global Security to be
      exchanged but not less than the minimum denomination applicable to such
      Certificateholder’s Certificates held through a Restricted Global Security, to
      be exchanged, such instructions to contain information regarding the participant
      account with the Depository to be credited with such increase, and (B) a
      certificate in the form of Exhibit N-2 hereto given by the holder of such
      beneficial interest and stating, among other things, that the Person
      transferring such interest in such Regulation S Global Security reasonably
      believes that the Person acquiring such interest in a Restricted Global Security
      is a qualified institutional buyer within the meaning of Rule 144A, is obtaining
      such beneficial interest in a transaction meeting the requirements of Rule
      144A
      and in accordance with any applicable securities laws of any State of the United
      States or any other jurisdiction, then the Certificate Registrar will reduce
      the
      principal amount of the Regulation S Global Security and increase the principal
      amount of the Restricted Global Security by the aggregate principal amount
      of
      the beneficial interest in the Regulation S Global Security to be transferred
      and the Certificate Registrar shall instruct the Depository, concurrently with
      such reduction, to credit or cause to be credited to the account of the Person
      specified in such instructions a beneficial interest in the Restricted Global
      Security equal to the reduction in the principal amount of the Regulation S
      Global Security.

     

    (iv) Other
      Exchanges.
      In the
      event that a Restricted Global Security or Regulation S Global Security, as
      applicable, is exchanged for Certificates in definitive registered form without
      interest coupons, such Certificates may be exchanged for one another only in
      accordance with such procedures as are substantially consistent with the
      provisions above (including certification requirements intended to insure that
      such transfers comply with Rule 144A or are to non-U.S. Persons, or otherwise
      comply with Regulation S under the Securities Act, as the case may be, and
      as
      may be from time to time adopted by the Depositor and the Certificate
      Registrar.

     

    (v) Restrictions
      on U.S. Transfers.
      Transfers of interests in the Regulation S Global Security to U.S. persons
      (as
      defined in Regulation S) shall be limited to transfers made pursuant to the
      provisions of Section 6.02(f)(iii).

     

    (g) No
      service charge shall be made for any registration of transfer or exchange of
      Certificates of any Class, but the Certificate Registrar 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.

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled by the Certificate Registrar and disposed of pursuant to its standard
      procedures.

     


    
      
        
        

      

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

     

    If
      (i)
      any mutilated Certificate is surrendered to the Trustee or the Certificate
      Registrar or the Trustee or the Certificate Registrar receives evidence to
      its
      satisfaction of the destruction, loss or theft of any Certificate and (ii)
      there
      is delivered to the Trustee, the Certificate Registrar and the Depositor such
      security or indemnity as may be required by them to save each of them harmless,
      then, in the absence of notice to the Trustee, the Depositor or the Certificate
      Registrar that such Certificate has been acquired by a bona fide purchaser,
      the
      Securities Administrator shall execute on behalf of the Trust and the
      Certificate Registrar shall authenticate and deliver, in exchange for or in
      lieu
      of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
      of like tenor and Percentage Interest. Upon the issuance of any new Certificate
      under this Section, the Depositor or the Certificate Registrar 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 Depositor and the Certificate Registrar) in connection
      therewith. Any duplicate Certificate issued pursuant to this Section, shall
      constitute complete and indefeasible evidence of ownership in the Trust Fund,
      as
      if originally issued, whether or not the lost, stolen or destroyed Certificate
      shall be found at any time.

     

     

    SECTION
      6.04. Persons Deemed Owners.

     

    The
      Depositor, the Trustee, the Certificate Registrar, the Paying Agent and any
      agent of the Depositor, the Trustee, the Certificate Registrar or the Paying
      Agent may treat the Person, including a Depository, in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions pursuant to Section 5.01 hereof and for all other
      purposes whatsoever, and none of the Trust, the Depositor, the Trustee, the
      Certificate Registrar, the Paying Agent or any agent of any of them shall be
      affected by notice to the contrary.

     

     

    SECTION
      6.05. Appointment of Paying Agent.

     

    (a) The
      Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose
      of
      making distributions to Certificateholders hereunder. The Trustee hereby
      appoints the Securities Administrator as the initial Paying Agent. The duties
      of
      the Paying Agent may include the obligation (i) to withdraw funds from the
      Distribution Account pursuant to Section 4.03 hereof and (ii) to distribute
      statements and provide information to Certificateholders as required hereunder.
      The Paying Agent hereunder shall at all times be an entity duly incorporated
      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 and
      subject to supervision or examination by federal or state authorities.


     

    (b) The
      Securities Administrator, as Paying Agent, shall hold all sums, if any, held
      by
      it for payment to the Certificateholders in trust for the benefit of the
      Certificateholders entitled thereto until such sums shall be paid to such
      Certificateholders and shall comply with all requirements of the Code regarding
      the withholding of payments in respect of federal income taxes due from
      Certificate Owners and otherwise comply with the provisions of this Agreement
      applicable to it.

     


    
      
        
        

      

      
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    ARTICLE
      VII

     

    DEFAULT

     

     

    SECTION
      7.01. Event of Default. 

     

    (a) If
      any
      one of the following events (each, an “Event
      of Default”)
      shall
      occur and be continuing: 

     

    (i) the
      failure by the Master Servicer to (A) make any Advance on the Business Day
      immediately preceding the related Distribution Date or (B) to deposit in the
      Distribution Account any deposit required to be made under the terms of this
      Agreement, and in either case 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, if applicable, such shorter time period as is provided in the penultimate
      sentence of Section 7.01(c)); or

     

    (ii) the
      failure by the Master Servicer duly to observe or perform, in any material
      respect, any other covenants, obligations or agreements of the Master Servicer
      as set forth in this Agreement, which failure continues unremedied for a period
      of 60 days, in each case after the date (A) on which written notice of such
      failure, requiring the same to be remedied, shall have been given to the Master
      Servicer by the Trustee or to the Master Servicer and the Trustee by Holders
      of
      Certificates evidencing at least 25% of the Voting Rights or (B) on which a
      Servicing Officer of the Master Servicer has actual knowledge of such failure
      (or, in the case of a breach of its obligation beyond any applicable cure period
      to provide an assessment of compliance, an attestation report or a
      Sarbanes-Oxley Certification pursuant to Sections 3.16 and 3.18, respectively);
      or

     

    (iii) the
      entry
      against the Master Servicer of a decree or order by a court or agency or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a trustee, conservator, receiver or liquidator in any insolvency,
      conservatorship, receivership, readjustment of debt, marshalling 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 unstayed and in effect
      for a period of 60 days; or 

     

    (iv) the
      Master Servicer shall voluntarily go into liquidation, consent to the
      appointment of a conservator or receiver or liquidator or similar person in
      any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings of or relating to the Master Servicer or of or relating
      to
      all or substantially all of its property; or a decree or order of a court or
      agency or supervisory authority having jurisdiction in the premises for the
      appointment of a conservator, receiver, liquidator or similar person in any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against the Master Servicer and such decree or order shall
      have remained in force undischarged, unbonded or unstayed for a period of 60
      days; or the Master 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;

     


    
      
        
        

      

      
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    (b) then,
      and
      in each and every such case, so long as an Event of Default shall not have
      been
      remedied within the applicable grace period, the Trustee shall, at the written
      direction of the Holders of Certificates evidencing Voting Rights aggregating
      not less than 51%, or at its option may, by notice then given in writing to
      the
      Master Servicer, terminate all of the rights and obligations of the Master
      Servicer as servicer under this Agreement. Any such notice to the Master
      Servicer shall also be given to each Rating Agency, the Depositor and the
      Seller. On or after the receipt by the Master Servicer (and by the Trustee
      if
      such notice is given by the Holders) of such written notice, all authority
      and
      power of the Master Servicer under this Agreement, whether with respect to
      the
      Certificates or the Mortgage Loans or otherwise, shall pass to and be vested
      in
      the Trustee and 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 of each Mortgage
      Loan and related documents or otherwise. The Master Servicer agrees to cooperate
      with the Trustee in effecting the termination of the responsibilities and rights
      of the Master Servicer hereunder, including, without limitation, the delivery
      to
      the Trustee of all documents and records requested by it to enable it to assume
      the Master Servicer's functions under this Agreement within ten Business Days
      subsequent to such notice and the transfer within one Business Day subsequent
      to
      such notice to the Trustee for the administration by it of all cash amounts
      that
      shall at the time be held by the Master Servicer and to be deposited by it
      in
      the Distribution Account, any REO Account or any Servicing Account or that
      have
      been deposited by the Master Servicer in such accounts or thereafter received
      by
      the Master Servicer with respect to the Mortgage Loans or any REO Property
      received by the Master Servicer. All reasonable costs and expenses (including
      attorneys' fees) incurred in connection with transferring the Master Servicer's
      duties and the Mortgage Files to the successor Master Servicer and amending
      this
      Agreement to reflect such succession as Master Servicer pursuant to this Section
      shall be paid by the predecessor Master Servicer (or if the predecessor Master
      Servicer is the Trustee, the initial Master Servicer) upon presentation of
      reasonable documentation of such costs and expenses.
      The
      termination of the rights and obligations of the Master Servicer shall not
      affect any liability it may have incurred prior to such termination. To the
      extent that such costs and expenses of the Trustee are not fully and timely
      reimbursed by the predecessor Master Servicer, the Trustee shall be entitled
      to
      reimbursement of such costs and expenses from the Distribution
      Account.

     

    (c) The
      Securities Administrator shall not later than the close of business on the
      Business Day immediately preceding the related Distribution Date notify the
      Trustee in writing of the Master Servicer’s failure to make any Advance required
      to be made under this Agreement on such date and the amount of such Advance.
      By
      no later than 10:00 A.M. (Chicago time) on the relevant Distribution Date,
      the
      Securities Administrator shall notify the Trustee of the continuance of such
      failure or that the Master Servicer has made the Advance, as the case may be.
      Notwithstanding the terms of the Event of Default described in clause (i)(A)
      of
      Section 7.01(a), the Trustee, upon receipt of written notice on the Distribution
      Date from the Securities Administrator of the continuance of the failure of
      the
      Master Servicer to make an Advance, shall, by notice in writing to the Master
      Servicer, which may be delivered by telecopy, immediately suspend 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 outstanding Advances or other amounts
      for which the Master Servicer was entitled to reimbursement as of the date
      of
      suspension, and the Trustee, subject to the cure provided for in this paragraph,
      if available, shall act as provided in Section 7.02 to carry out the duties
      of
      the Master Servicer, including the obligation to make any Advance the nonpayment
      of which is described in clause (i)(A) of Section 7.01(a). Any such action
      taken
      by the Trustee must be prior to the distribution on the relevant Distribution
      Date, and shall have all of the rights incidental thereto. If the Master
      Servicer shall within two Business Days following such suspension remit to
      the
      Trustee the amount of any Advance the nonpayment of which by the Master Servicer
      is described in clause (i)(A) of Section 7.01(a), together with all other
      amounts necessary to reimburse the Trustee for actual, necessary and reasonable
      costs incurred by the Trustee because of action taken pursuant to this
      subsection (including interest on any Advance or other amounts paid by the
      Trustee (from and including the respective dates thereof) at a per annum rate
      equal to the prime rate for U.S. money center commercial banks as published
      in
      the Wall Street Journal), then the Trustee, subject to the last two sentences
      of
      this paragraph, may at its sole discretion permit the Master Servicer to resume
      its rights and obligations as Master Servicer hereunder. If
      the
      Master Servicer shall fail to remit such amounts to the Trustee within such
      two
      Business Days after the Distribution Date, then an Event of Default shall occur
      and such notice of suspension shall be deemed to be a notice of termination
      without any further action on the part of the Trustee. The Master Servicer
      agrees that if it fails to make a required Advance by 10:00 A.M. (Chicago time)
      on the related Distribution Date on more than two occasions in any 12 month
      period, the Trustee shall be under no obligation to permit the Master Servicer
      to resume its rights and obligations as Master Servicer hereunder, and
      notwithstanding the cure period provided in Section 7.01(a)(i)(A), an Event
      of
      Default shall be deemed to have occurred on the relevant Distribution Date.
      

     


    
      
        
        

      

      
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    SECTION
      7.02. Trustee to Act.

     

    (a) From
      and
      after the date the Master Servicer (and the Trustee, if notice is sent by the
      Holders) receives a notice of termination pursuant to Section 7.01, the Trustee
      shall be the successor in all respects to the Master Servicer in its capacity
      as
      servicer under this Agreement and the transactions set forth or provided for
      herein and shall be subject to all the responsibilities, duties and liabilities
      relating thereto placed on the Master Servicer by the terms and provisions
      hereof arising on and after its succession. As compensation therefor, the
      Trustee shall be entitled to such compensation as the Master Servicer would
      have
      been entitled to hereunder if no such notice of termination had been given.
      Notwithstanding the above, (i) if the Trustee is unwilling to act as successor
      Master Servicer or (ii) if the Trustee is legally unable so to act, the Trustee
      shall appoint or petition a court of competent jurisdiction to appoint, any
      established housing and home finance institution, bank or other mortgage loan
      or
      home equity loan servicer having a net worth of not less than $15,000,000 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 appointment of any such successor Master Servicer shall
      not
      result in the qualification, reduction or withdrawal of the ratings assigned
      to
      the Certificates by each Rating Agency as evidenced by a letter to such effect
      from each Rating Agency. Pending appointment of a successor to the Master
      Servicer hereunder, unless the Trustee is prohibited by law from so acting,
      the
      Trustee 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 Master Servicer would otherwise have received pursuant
      to
      Section 3.18. The appointment of a successor Master Servicer shall not affect
      any liability of the predecessor Master Servicer which may have arisen under
      this Agreement prior to its termination as Master Servicer to pay any deductible
      under an insurance policy pursuant to Section 3.14 or to indemnify the Trustee
      pursuant to Section 8.05), nor shall any successor Master Servicer be liable
      for
      any acts or omissions of the predecessor Master Servicer or for any breach
      by
      such Master Servicer of any of its representations or warranties contained
      herein or in any related document or agreement. The Trustee and such successor
      shall take such action, consistent with this Agreement, as shall be necessary
      to
      effectuate any such succession. 

     


    
      
        
        

      

      
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    (b) Any
      successor, including the Trustee, to the Master Servicer as Master Servicer
      shall during the term of its service as Master 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 Master Servicer hereunder
      and
      a Fidelity Bond in respect of its officers, employees and agents to the same
      extent as the Master Servicer is so required pursuant to Section
      3.04. 

     

    (c) Notwithstanding
      anything else herein to the contrary, in no event shall the Trustee be liable
      for any servicing fee or for any differential in the amount of the servicing
      fee
      paid hereunder and the amount necessary to induce any successor Master Servicer
      to act as successor Master Servicer under this Agreement and the transactions
      set forth or provided for herein.

     

    SECTION
      7.03. Waiver of Event of Default.

     

    The
      Majority Certificateholders may, on behalf of all Certificateholders, by notice
      in writing to the Trustee, direct the Trustee to waive any events permitting
      removal of any Master Servicer under this Agreement, provided,
      however,
      that
      the Majority Certificateholders may not waive an event that results in a failure
      to make any required distribution on a Certificate without the consent of the
      Holder of such Certificate. Upon any waiver of an Event of Default, such event
      shall cease to exist and any Event of Default arising therefrom shall be deemed
      to have been remedied for every purpose of this Agreement. No such waiver shall
      extend to any subsequent or other event or impair any right consequent thereto
      except to the extent expressly so waived. Notice of any such waiver shall be
      given by the Trustee to each Rating Agency.

     

    SECTION
      7.04. Notification to Certificateholders.

     

    (a) Upon
      any
      termination or appointment of a successor to any Master Servicer pursuant to
      this Article VII or Section 3.34, the Securities Administrator shall give prompt
      written notice thereof to the Certificateholders at their respective addresses
      appearing in the Certificate Register and to each Rating Agency.

     


    
      
        
        

      

      
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    (b) No
      later
      than 60 days after the occurrence of any event which constitutes or which,
      with
      notice or a lapse of time or both, would constitute an Event of Default of
      which
      a Responsible Officer of the Trustee becomes aware of the occurrence of such
      an
      event, the Trustee shall transmit by mail to all Certificateholders notice
      of
      such occurrence unless such Event of Default shall have been waived or
      cured.

     

     

    ARTICLE
      VIII

     

    THE
      TRUSTEE
      AND THE
      SECURITIES ADMINISTRATOR

     

     

    SECTION
      8.01. Duties of Trustee and Securities Administrator.

     

    The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      or
      waiver of all Events of Default which may have occurred, and the Securities
      Administrator each undertake to perform such duties and only such duties as
      are
      specifically set forth in this Agreement. If an Event of Default has occurred
      (which has not been cured or waived) of which a Responsible Officer has actual
      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, unless the Trustee is acting as successor Master Servicer,
      in
      which case it shall use the same degree of care and skill as the Master Servicer
      hereunder with respect to the exercise of the rights and powers of the Master
      Servicer hereunder.

     

    The
      Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to the Trustee and the Securities Administrator, 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 Securities 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
      and the Securities Administrator shall take such action as it deems appropriate
      to have the instrument corrected.

     

    On
      each
      Distribution Date, the Securities Administrator shall make monthly distributions
      to the Certificateholders from funds in the Distribution Account and the Basis
      Risk Reserve Funds, as applicable, in each case as provided in Sections 5.01,
      5.07 and 10.01 herein based on the report of the Securities
      Administrator.

     

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

     

    (i) prior
      to
      the occurrence of an Event of Default, and after the curing of all such Events
      of Default which may have occurred, the duties and obligations of the Trustee
      and the Securities Administrator shall be determined solely by the express
      provisions of this Agreement, neither the Trustee nor the Securities
      Administrator shall be liable except for the performance of such of its duties
      and obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee
      or the Securities Administrator and, in the absence of bad faith on the part
      of
      the Trustee or the Securities Administrator, respectively, the Trustee or the
      Securities 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 Trustee or the Securities
      Administrator, respectively, and conforming to the requirements of this
      Agreement;

     


    
      
        
        

      

      
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    (ii) neither
      the Trustee nor the Securities Administrator shall be liable for an error of
      judgment made in good faith by a Responsible Officer of the Trustee or an
      officer of the Securities Administrator, respectively, unless it shall be proved
      that the Trustee or the Securities Administrator, respectively, was negligent
      in
      ascertaining or investigating the facts related thereto;

     

    (iii) neither
      the Trustee nor the Securities 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 consent or at the direction of Holders of Certificates
      as
      provided herein relating to the time, method and place of conducting any remedy
      pursuant to this Agreement, or exercising or omitting to exercise any trust
      or
      power conferred upon the Trustee or the Securities Administrator, respectively,
      under this Agreement; and

     

    (iv) the
      Trustee shall not be charged with knowledge of any Event of Default or a
      Document Transfer Event or any other event or matter that may require it to
      take
      action or omit to take action hereunder unless a Responsible Officer of the
      Trustee at the Corporate Trust Office receives written notice of such Event
      of
      Default or Document Transfer Event.

     

    Neither
      the Trustee nor the Securities Administrator shall be required to expend or
      risk
      its own funds or otherwise incur financial or other liability in the performance
      of any of its duties hereunder, or in the exercise of any of its rights or
      powers, if there is reasonable ground for believing that the repayment of such
      funds or indemnity satisfactory to it against such risk or liability is not
      assured to it, and none of the provisions contained in this Agreement shall
      in
      any event require the Trustee or the Securities Administrator to perform, or
      be
      responsible for the manner of performance of, any of the obligations of the
      Master Servicer under this Agreement, except during such time, if any, as the
      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 Securities
      Administrator.

     

    Except
      as
      otherwise provided in Section 8.01 hereof:

     

    (i) the
      Trustee and the Securities Administrator may request and conclusively rely
      upon,
      and shall be fully 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 and the Securities Administrator may
      prescribe;

     


    
      
        
        

      

      
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    (ii) the
      Trustee and the Securities Administrator may consult with counsel and any advice
      of its counsel or 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 advice or
      Opinion of Counsel;

     

    (iii) neither
      the Trustee nor the Securities 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, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Securities Administrator, respectively, reasonable
      security or indemnity satisfactory to it against the costs, expenses and
      liabilities which may be incurred therein or thereby; the right of the Trustee
      to perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be answerable for other than
      its
      negligence or willful misconduct in the performance of any such
      act;

     

    (iv) neither
      the Trustee nor the Securities 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 an Event of Default and after the curing or waiver of all
      Events of Default which may have occurred, the Trustee shall not be bound to
      make any investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, approval, bond or other paper or documents, unless requested in writing
      to do so by the Majority Certificateholder; provided,
      however,
      that if
      the payment within a reasonable time to the Trustee of the costs, expenses
      or
      liabilities likely to be incurred by it in the making of such investigation
      is,
      in the opinion of the Trustee, not reasonably assured to the Trustee by the
      security afforded to it by the terms of this Agreement, the Trustee may require
      reasonable indemnity against such cost, expense or liability as a condition
      to
      such proceeding. If the Master Servicer fails to reimburse the Trustee in
      respect of the reasonable expense of every such examination relating to the
      Master Servicer, the Trustee shall be reimbursed by the Trust Fund;

     

    (vi) the
      Trustee shall not be accountable, shall have no liability and makes no
      representation as to any acts or omissions hereunder of the Securities
      Administrator or the Master Servicer until such time as the Trustee may be
      required to act as the Master Servicer pursuant to Section 7.02 hereof and
      thereupon only for the acts or omissions of the Trustee as a successor Master
      Servicer; 

     

    (vii) the
      Trustee and the Securities Administrator may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents, nominees, attorneys or a custodian, and shall not be responsible for
      any
      willful misconduct or negligence on the part of any agent, nominee, attorney
      or
      custodian appointed by the Trustee or the Securities Administrator in good
      faith;

     


    
      
        
        

      

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

     

    (ix) to
      help
      fight the funding of terrorism and money laundering activities, the Trustee
      will
      obtain, verify and record information that identifies individuals or entities
      that establish a relationship or open an account with the Trustee. The Trustee
      will ask for the name, address, tax identification number and other information
      that will allow the Trustee to identify the individual or entity who is
      establishing the relationship or opening the account. The Trustee may also
      ask
      for formation documents such as articles of incorporation, an offering
      memorandum or other identifying documents to be provided.

     

     

    SECTION
      8.03. Trustee and the Securities Administrator Not Liable for Certificates
      or
      Mortgage Loans.

     

    The
      recitals contained herein and in the Certificates (other than the authentication
      of the Securities Administrator on the Certificates) shall be taken as the
      statements of the Depositor or the Seller, and the neither Trustee nor the
      Securities Administrator assumes responsibility for the correctness of the
      same.
      Neither the Trustee nor the Securities Administrator makes representations
      or
      warranties as to the validity or sufficiency of this Agreement or of the
      Certificates (other than with respect to the Securities Administrator the
      signature and authentication of the Securities Administrator on the
      Certificates) or of any Mortgage Loan or related document or of MERS or the
      MERS
      System. The Trustee shall not be accountable for the use or application by
      the
      Master Servicer or the Securities Administrator, or for the use or application
      of any funds paid to the Master Servicer in respect of related Mortgage Loans
      or
      deposited in or withdrawn from the Distribution Account by the Master Servicer
      or the Securities Administrator. Neither the Trustee nor the Securities
      Administrator shall at any time have any responsibility or liability for or
      with
      respect to the legality, validity and enforceability of any Mortgage or any
      Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
      of any such perfection and priority, or for or with respect to the sufficiency
      of the Trust Fund or its ability to generate the payments to be distributed
      to
      Certificateholders under this Agreement, including, without limitation: the
      existence, condition and ownership of any Mortgaged Property; the existence
      and
      enforceability of any hazard insurance thereon (other than if the Trustee shall
      assume the duties of the Master Servicer pursuant to Section 7.02 hereof);
      the
      validity of the assignment of any Mortgage Loan to the Trustee or of any
      intervening assignment; the completeness of any Mortgage Loan; the performance
      or enforcement of any Mortgage Loan (other than if the Trustee shall assume
      the
      duties of the Master Servicer pursuant to Section 7.02 hereof); the compliance
      by the Depositor or the Seller with any warranty or representation made under
      this Agreement or in any related document or the accuracy of any such warranty
      or representation prior to the Trustee’s receipt of notice or other discovery of
      any non-compliance therewith or any breach thereof; any investment of monies
      by
      or at the direction of the Master Servicer or any loss resulting therefrom,
      it
      being understood that the Trustee shall remain responsible for any Trust Fund
      property that it may hold in its individual capacity and the Securities
      Administrator shall remain responsible for any Trust Fund property that it
      may
      hold in its individual capacity; the acts or omissions of the Master Servicer
      (other than as to the Securities Administrator, if it is also the Master
      Servicer, and as to the Trustee, if the Trustee shall assume the duties of
      the
      Master Servicer pursuant to Section 7.02 hereof, and then only for the acts
      or
      omissions of the Trustee as the successor Master Servicer), or any acts or
      omissions of, any Servicer or any Mortgagor; any action of the Master Servicer
      (other than as to the Securities Administrator, if it is the Master Servicer,
      and as to the Trustee, if the Trustee shall assume the duties of the Master
      Servicer pursuant to Section 7.02 hereof), or in the case of the Trustee the
      Securities Administrator or any Servicer taken in the name of the Trustee;
      the
      failure of the Master Servicer or any Servicer to act or perform any duties
      required of it as agent or on behalf of the Trustee or the Trust Fund hereunder;
      or any action by the Trustee taken at the instruction of the Master Servicer
      (other than if the Trustee shall assume the duties of the Master Servicer
      pursuant to Section 7.02 hereof, and then only for the actions of the Trustee
      as
      the successor Master Servicer); provided,
      however,
      that
      the foregoing shall not relieve the Trustee of its obligation to perform its
      duties under this Agreement, including, without limitation, the Trustee’s duty
      to review the Mortgage Files, if so required pursuant to Section 2.01 of this
      Agreement.

     


    
      
        
        

      

      
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    SECTION
      8.04. Trustee, Custodian, Master Servicer and Securities Administrator May
      Own
      Certificates.

     

    The
      Trustee, the Custodian, the Master Servicer and the Securities Administrator
      in
      their respective individual capacities, or in any capacity other than as
      Trustee, Custodian, Master Servicer or Securities Administrator hereunder,
      may
      become the owner or pledgee of any Certificates with the same rights they would
      have if they were not Trustee, Custodian, Master Servicer or Securities
      Administrator, as applicable, and may otherwise deal with the parties
      hereto.

     

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

     

    The
      Trustee (including in its capacity as Custodian) shall be compensated by the
      Master Servicer for its services hereunder on behalf of the Trust Fund in
      accordance with the fee letter between the Master Servicer and the Trustee.
      The
      Trustee Fee shall paid from a portion of the Master Servicing Fee. The
      Securities Administrator shall be compensated by the Master Servicer for its
      services hereunder from a portion of the Master Servicing Fee. In addition,
      the
      Trustee and the Securities Administrator will be entitled to recover from the
      Distribution Account pursuant to Section 4.05(a) all reasonable out-of-pocket
      expenses, disbursements and advances and the expenses of the Trustee (including
      for such purpose, any fees and expenses relating to its capacity as Custodian
      hereunder to the extent not paid by MortgageIT) and the Securities
      Administrator, respectively, including without limitation, in connection with
      any Event of Default, any breach of this Agreement or any claim or legal action
      (including any pending or threatened claim or legal action) incurred or made
      by
      the Trustee or the Securities Administrator, respectively, in the performance
      of
      its duties or the administration of the trusts hereunder or under the Yield
      Maintenance Agreements (including the reasonable compensation, expenses and
      disbursements of its counsel) except any such expense, disbursement or advance
      as may arise from its negligence or intentional misconduct or which is
      specifically designated herein as the responsibility of the Depositor, the
      Seller, the Master Servicer, the Certificateholders or the Trust Fund hereunder
      or thereunder. If funds in the Distribution Account are insufficient therefor,
      the Trustee, the Custodian and the Securities Administrator shall recover such
      expenses from future collections on the Mortgage Loans or as otherwise agreed
      by
      the Certificateholders. Such compensation and reimbursement obligation shall
      not
      be limited by any provision of law in regard to the compensation of a trustee
      of
      an express trust.

     


    
      
        
        

      

      
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    SECTION
      8.06. Eligibility Requirements for Trustee and Securities
      Administrator.

     

    The
      Trustee and Securities 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, each having a combined capital and surplus of at least $50,000,000
      and (except with respect to the initial Trustee) a minimum long-term debt rating
      in the third highest rating category by each Rating Agency and in each Rating
      Agency’s two highest short-term rating categories, 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 office of the Trustee (other than the
      initial Trustee) shall be in a state with respect to which an Opinion of Counsel
      has been delivered to such Trustee at the time such Trustee is appointed Trustee
      to the effect that the Trust Fund will not be a taxable entity under the laws
      of
      such state. In case at any time the Trustee or the Securities Administrator
      shall cease to be eligible in accordance with the provisions of this Section
      8.06, the Trustee or the Securities Administrator, as applicable shall resign
      immediately in the manner and with the effect specified in Section 8.07
      hereof.

     

     

    SECTION
      8.07. Resignation or Removal of Trustee and Securities
      Administrator.

     

    The
      Trustee and Securities Administrator may at any time resign and be discharged
      from the trusts hereby created by giving written notice thereof to the
      Depositor, the Seller, the Master Servicer and each Rating Agency. Upon
      receiving such notice of resignation of the Trustee, the Depositor shall
      promptly appoint a successor Trustee that meets the requirements in Section
      8.06
      or, in the case of notice of resignation of the Securities Administrator, the
      Trustee (in consultation with the Depositor) shall promptly appoint a successor
      Securities Administrator that meets the requirements in Section 8.06, in each
      case, by written instrument, in duplicate, one copy of which instrument shall
      be
      delivered to each of the resigning Trustee or Securities Administrator, as
      applicable, and one copy to the successor Trustee or successor Securities
      Administrator, as applicable. If no successor Trustee or successor Securities
      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 Securities Administrator may petition any court of
      competent jurisdiction for the appointment of a successor Trustee or Securities
      Administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 8.06 hereof or if at any time the
      Trustee or the Securities Administrator shall be legally unable to act, or
      shall
      be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
      Securities Administrator, as applicable, or of its property shall be appointed,
      or any public officer shall take charge or control of the Trustee or the
      Securities Administrator, as applicable, or of its property or affairs for
      the
      purpose of rehabilitation, conservation or liquidation, or if the Trustee (in
      its capacity as Custodian) or the Securities Administrator fails to provide
      an
      assessment of compliance or an attestation report required under Section 3.16
      within 15 calendar days of March 1 of each calendar year in which Exchange
      Act
      reports are required then the Depositor may remove the Trustee or the Trustee
      may remove the Securities Administrator, as applicable. If the Depositor or
      the
      Trustee removes the Trustee or the Securities Administrator, respectively under
      the authority of the immediately preceding sentence, the Depositor or the
      Trustee shall promptly appoint a successor Trustee or successor Securities
      Administrator that meets the requirements of Section 8.06, as applicable, by
      written instrument, in triplicate, one copy of which instrument shall be
      delivered to the Trustee or the Securities Administrator, as applicable, so
      removed, one copy to the successor Trustee or successor Securities
      Administrator, as applicable, and one copy to the Master Servicer.

     


    
      
        
        

      

      
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    The
      Majority Certificateholders may at any time remove the Trustee or the Securities
      Administrator by written instrument or instruments delivered to the Depositor
      and the Trustee; the Depositor shall thereupon use its best efforts to appoint
      a
      successor Trustee or successor Securities Administrator, as applicable, in
      accordance with this Section. 

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor Trustee or a successor Securities Administrator,
      pursuant to any of the provisions of this Section 8.07 shall not become
      effective until acceptance of appointment by the successor Trustee or a
      successor Securities Administrator, as applicable, as provided in Section 8.08
      hereof. If the Trustee or the Securities Administrator is removed pursuant
      to
      this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and
      expenses, and if removed under the authority of the immediately preceding
      paragraph, the Trustee or the Securities Administrator shall also be reimbursed
      any outstanding and unpaid costs and expenses.

     

    Notwithstanding
      anything to the contrary contained herein, in the event that the Master Servicer
      resigns or is removed as Master Servicer hereunder, the Securities Administrator
      shall have the right to resign immediately as Securities Administrator by giving
      written notice to the Depositor and the Trustee, with a copy to each Rating
      Agency.

     

     

    SECTION
      8.08. Successor Trustee and Successor Securities Administrator.

     

    Any
      successor Trustee or successor Securities Administrator appointed as provided
      in
      Section 8.07 hereof shall execute, acknowledge and deliver to the Depositor,
      the
      Seller and the Master Servicer and to its predecessor Trustee or Securities
      Administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor Trustee or Securities
      Administrator shall become effective, and such successor Trustee or successor
      Securities 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
      Securities Administrator. The Depositor, the Seller, the Master Servicer and
      the
      predecessor Trustee or Securities 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 Securities
      Administrator, as applicable, all such rights, powers, duties and
      obligations.

     


    
      
        
        

      

      
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    No
      successor Trustee or Securities Administrator shall accept appointment as
      provided in this Section 8.08 unless at the time of such acceptance such
      successor Trustee or Securities Administrator shall be eligible under the
      provisions of Section 8.06 hereof and the appointment of such successor Trustee
      or Securities Administrator shall not result in a downgrading of the Senior
      Certificates by either Rating Agency, as evidenced by a letter from each Rating
      Agency.

     

    Upon
      acceptance of appointment by a successor Trustee or Securities Administrator
      as
      provided in this Section 8.08, the successor Trustee or Securities Administrator
      shall mail notice of the appointment of a successor Trustee or Securities
      Administrator hereunder to all Holders of Certificates at their addresses as
      shown in the Certificate Register and to each Rating Agency.

     

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

     

    Any
      entity into which the Trustee or the Securities 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 Securities
      Administrator shall be a party, or any entity succeeding to the corporate trust
      business of the Trustee or the Securities Administrator, shall be the successor
      of the Trustee or the Securities Administrator, as applicable, hereunder,
      provided such entity shall be eligible under the provisions of Section 8.06
      and
      8.08 hereof, 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 of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust Fund
      or any Mortgaged Property may at the time be located, the Depositor and the
      Trustee acting jointly shall have the power, and the Trustee shall, and shall
      instruct the Depositor to, execute and deliver all instruments to appoint one
      or
      more Persons, approved by the Trustee to act as co-trustee or co-trustees,
      jointly with the Trustee, or separate trustee or separate trustees, at the
      expense of the Trust Fund, of all or any part of the Trust Fund, and to vest
      in
      such Person or Persons, in such capacity and for the benefit of the
      Certificateholders, such title to the Trust Fund, or any part thereof, and,
      subject to the other provisions of this Section 8.10, such powers, duties,
      obligations, rights and trusts as the Master Servicer and the Trustee may
      consider necessary or desirable. No co-trustee or separate trustee hereunder
      shall be required to meet the terms of eligibility as a successor trustee under
      Section 8.06 hereof, and no notice to Certificateholders of the appointment
      of
      any co-trustee or separate trustee shall be required under Section 8.08
      hereof.

     

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

     

    (i) all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
      shall be incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of title
      to
      the Trust Fund or any portion thereof in any such jurisdiction) shall be
      exercised and performed singly by such separate trustee or co-trustee, but
      solely at the direction of the Trustee;

     


    
      
        
        

      

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

     

    (iii) the
      Depositor and the Trustee, acting jointly may at any time accept the resignation
      of or remove any separate trustee or co-trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the 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 trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Depositor.

     

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

     

    SECTION
      8.11. Limitation of Liability.

     

    The
      Certificates are executed by the Securities Administrator, not in its individual
      capacity but solely as Securities Administrator on behalf of the Trust Fund,
      in
      the exercise of the powers and authority conferred and vested in it by this
      Agreement. Each of the undertakings and agreements made on the part of the
      Securities Administrator in the Certificates is made and intended not as a
      personal undertaking or agreement by the Trustee but is made and intended for
      the purpose of binding only the Trust Fund.

     

    SECTION
      8.12. Trustee May Enforce Claims Without Possession of
      Certificates.

     

    (a) All
      rights of action and claims under this Agreement or the Certificates may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Certificates or the production thereof in any proceeding relating thereto,
      and
      such proceeding instituted by the Trustee shall be brought in its own name
      or in
      its capacity as Trustee for the benefit of all Holders of such Certificates,
      subject to the provisions of this Agreement. Any recovery of judgment shall,
      after provision for the payment of the reasonable compensation, expenses,
      disbursement and advances of the Trustee (for the avoidance of doubt, in its
      individual capacity and as Trustee on behalf of the Trust Fund), its agents
      and
      counsel, be for the ratable benefit or the Certificateholders in respect of
      which such judgment has been recovered.

     


    
      
        
        

      

      
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    (b) The
      Trustee shall afford the Seller, the Depositor and each Certificateholder upon
      reasonable notice during normal business hours at its Corporate Trust Office
      or
      other office designated by the Trustee, access to all records maintained by
      the
      Trustee in respect of its duties hereunder and access to officers of the Trustee
      responsible for performing such duties. Upon request, the Trustee shall furnish
      the Depositor and any requesting Certificateholder with its most recent audited
      financial statements. The Trustee shall cooperate fully with the Seller, the
      Depositor and such Certificateholder and shall, subject to the first sentence
      of
      this Section 8.12(b), make available to the Seller, the Depositor and such
      Certificateholder for review and copying such books, documents or records as
      may
      be requested with respect to the Trustee’s duties hereunder. The Seller, the
      Depositor and the Certificateholders shall not have any responsibility or
      liability for any action or failure to act by the Trustee and are not obligated
      to supervise the performance of the Trustee under this Agreement or
      otherwise.

     

    (c) The
      Securities Administrator shall afford the Seller, the Depositor, the Trustee
      and
      each Certificateholder upon reasonable notice during normal business hours
      at
      its offices at 9062 Old Annapolis Road, Columbia, Maryland 21045 or other office
      designated by the Securities Administrator, access to all records maintained
      by
      the Securities Administrator in respect of its duties hereunder and access
      to
      officers of the Securities Administrator responsible for performing such duties.
      Upon request, the Securities Administrator shall furnish the Depositor and
      any
      requesting Certificateholder with its most recent audited financial statements.
      The Securities Administrator shall cooperate fully with the Seller, the
      Depositor, the Trustee and such Certificateholder and shall, subject to the
      first sentence of this Section 8.12(c), make available to the Seller, the
      Depositor and such Certificateholder for review and copying such books,
      documents or records as may be requested with respect to the Securities
      Administrator’s duties hereunder. The Seller, the Depositor, the Trustee and the
      Certificateholders shall not have any responsibility or liability for any action
      or failure to act by the Securities Administrator and are not obligated to
      supervise the performance of the Securities Administrator under this Agreement
      or otherwise.

     

    SECTION
      8.13. Suits for Enforcement.

     

    In
      case
      an Event of Default or a default by the Depositor hereunder shall occur and
      be
      continuing, the Trustee may proceed to protect and enforce its rights and the
      rights of the Certificateholders under this Agreement, as the case may be,
      by a
      suit, action or proceeding in equity or at law or otherwise, whether for the
      specific performance of any covenant or agreement contained in this Agreement
      or
      in aid of the execution of any power granted in this Agreement or for the
      enforcement of any other legal, equitable or other remedy, as the Trustee,
      being
      advised by counsel, and subject to the foregoing, shall deem most effectual
      to
      protect and enforce any of the rights of the Trustee and the
      Certificateholders.

     


    
      
        
        

      

      
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    SECTION
      8.14. Waiver of Bond Requirement.

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust Fund, or any part thereof,
      may be located that the Trustee post a bond or other surety with any court,
      agency or body whatsoever.

     

    SECTION
      8.15. Waiver of Inventory, Accounting and Appraisal Requirement.

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust Fund, or any part thereof,
      may be located that the Trustee file any inventory, accounting or appraisal
      of
      the Trust Fund with any court, agency or body at any time or in any manner
      whatsoever.

     

    SECTION
      8.16. Appointment of Custodians.

     

    The
      Trustee may appoint one or more custodians to hold all or a portion of the
      related Mortgage Files as agent for the Trustee, by entering into a custodial
      agreement. The custodian may at any time be terminated and a substitute
      custodian appointed therefor by the Trustee. Subject to this Article VIII,
      the
      Trustee agrees to comply with the terms of each custodial agreement and to
      enforce the terms and provisions thereof against the custodian for the benefit
      of the Certificateholders having an interest in any Mortgage File held by such
      custodian. Each 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 $15,000,000 and shall be qualified to do
      business in the jurisdiction in which it holds any Mortgage File. The Seller
      shall pay from its own funds, without any right to reimbursement, the fees,
      costs and expenses of each custodian (including the costs of custodian’s
      counsel).

     

     

    ARTICLE
      IX

     

    REMIC
      ADMINISTRATION

     

     

    SECTION
      9.01. REMIC Administration.

     

    (a) As
      set
      forth in the Preliminary Statement to this Agreement, two REMIC elections shall
      be made by the Trust Fund. The Trustee shall sign and the Securities
      Administrator shall file such elections on Form 1066 or other appropriate
      federal tax or information return for the taxable year ending on the last day
      of
      the calendar year in which the Certificates are issued. The regular interests
      in
      each REMIC created hereunder and the related residual interest shall be as
      designated in the Preliminary Statement. Following the Closing Date, the
      Securities Administrator shall apply to the Internal Revenue Service for an
      employer identification number for each REMIC created hereunder by means of
      a
      Form SS-4 or other acceptable method and shall file a Form 8811 with the
      Internal Revenue Service.

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each REMIC created
      hereunder within the meaning of section 860G(a)(9) of the Code.

     


    
      
        
        

      

      
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    (c) Except
      as
      provided in subsection (d) of this Section 9.01, the Securities Administrator
      shall pay any and all tax related expenses (not including taxes) of each REMIC
      created hereunder, including but not limited to any professional fees or
      expenses related to audits or any administrative or judicial proceedings with
      respect to any such REMIC that involve the Internal Revenue Service or state
      tax
      authorities, but only to the extent that (i) such expenses are ordinary or
      routine expenses, including expenses of a routine audit but not expenses of
      litigation (except as described in (ii)); or (ii) such expenses or liabilities
      (including taxes and penalties) are attributable to the negligence or willful
      misconduct of the Securities Administrator in fulfilling its duties hereunder
      (including the Securities Administrator’s duties as tax return
      preparer).

     

    (d) The
      Securities Administrator shall prepare and file, and the Trustee shall sign
      all
      of the federal and state tax and information returns of each REMIC created
      hereunder (collectively, the “Tax
      Returns”)
      as the
      direct representative. The expenses of preparing and filing such Tax Returns
      shall be borne by the Securities Administrator. Notwithstanding the foregoing,
      the Securities Administrator shall have no obligation to prepare, file or
      otherwise deal with partnership tax information or returns. In the event that
      partnership tax information or returns are required by the Internal Revenue
      Service, the Seller, at its own cost and expense, will prepare and file all
      necessary returns.
      The
      Internal Revenue Service has issued OID regulations under Sections 1271 to
      1275
      of the Code generally addressing the treatment of debt instruments issued with
      original issue discount. Under those regulations, debt issued to one Person
      generally is aggregated in determining if there is OID. Because certain Classes
      of Regular Certificates are expected to be issued to one Person (which intends
      to continue to hold the Regular Certificates indefinitely and, in any case,
      for
      at least 30 days), the Securities Administrator, on behalf of the Trust Fund,
      intends to determine the existence and amount of any OID as if those Classes
      of
      Regular Certificates were one debt instrument. 

     

    (e) The
      Securities Administrator shall perform on behalf of each REMIC created hereunder
      all reporting and other tax compliance duties that are the responsibility of
      each 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, if required by the Code, the REMIC Provisions
      or other such guidance, the Securities Administrator, shall provide (i) to
      the
      Treasury or other governmental authority such information as is necessary for
      the application of any tax relating to the transfer of the Class A-R Certificate
      to any disqualified organization and (ii) to the Certificateholders such
      information or reports as are required by the Code or REMIC
      Provisions. 

     

    (f) Each
      of
      the Trustee and the Securities Administrator (to the extent that the affairs
      of
      the REMICs are within such Person’s control and the scope of its specific
      responsibilities under the Agreement) and the Holders of Certificates shall
      take
      any action or cause any REMIC created hereunder to take any action necessary
      to
      create or maintain the status of the REMIC created hereunder as a REMIC under
      the REMIC Provisions and shall assist each other as necessary to create or
      maintain such status. None of the Trustee, the Securities Administrator or
      the
      Holder of a Residual Certificate shall take any action, cause any REMIC created
      hereunder 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 result in an Adverse REMIC Event unless the Trustee and the Securities
      Administrator have received an Opinion of Counsel (at the expense of the party
      seeking to take such action) to the effect that the contemplated action will
      not
      result in an Adverse REMIC Event. In addition, prior to taking any action with
      respect to any REMIC created hereunder or the assets therein, or causing any
      such REMIC to take any action which is not expressly permitted under the terms
      of this Agreement, any Holder of the Class A-R Certificate will consult with
      the
      Securities Administrator or its designees, in writing, with respect to whether
      such action could cause an Adverse REMIC Event to occur with respect to any
      such
      REMIC, and no such Person shall take any such action or cause any REMIC created
      hereunder to take any such action as to which the Securities Administrator
      has
      advised it in writing that an Adverse REMIC Event could occur. 

     


    
      
        
        

      

      
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    (g) Each
      Holder of the Class A-R Certificate shall pay when due any and all taxes imposed
      on any REMIC created hereunder by federal or state governmental authorities.
      To
      the extent that such Trust Fund taxes are not paid by the Class A-R
      Certificateholder, the Securities Administrator shall pay any remaining REMIC
      taxes out of current or future amounts otherwise distributable to the Holder
      of
      the Class A-R Certificate or, if no such amounts are available, out of other
      amounts held in the Distribution Account, and shall reduce amounts otherwise
      payable to holders of regular interests in such REMIC, as the case may
      be.

     

    (h) The
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to each REMIC created hereunder on a calendar year
      and
      on an accrual basis.

     

    (i) No
      additional contributions of assets shall be made to any REMIC created hereunder,
      except as expressly provided in this Agreement with respect to eligible
      substitute mortgage loans.

     

    (j) Neither
      the Trustee nor the Securities Administrator shall enter into any arrangement
      by
      which any REMIC created hereunder will receive a fee or other compensation
      for
      services.

     

    (k) The
      Securities Administrator shall treat each Basis Risk Reserve Fund and the Yield
      Maintenance Account as outside reserve funds within the meaning of Treasury
      Regulation Section 1.860G-2(h), and not as assets of any REMIC. The Holders
      of
      the Class 1-X Certificates are the owners of the Group 1 Basis Risk Reserve
      Fund
      and the portion of the Yield Maintenance Account attributable to Yield
      Maintenance Agreements related to Group 1 Certificates, the Holders of the
      Class
      2-X Certificates are the owners of the Group 2A Basis Risk Reserve Fund and
      the
      portion of the Yield Maintenance Account attributable to Yield Maintenance
      Agreements related to Group 2 Certificates, and the Holders of the Class 2-X-B
      Certificates are the owners of the Group 2B Basis Risk Reserve Fund. The
      Securities Administrator shall treat the rights of the Holders of the LIBOR
      Certificates to receive distributions to cover Basis Risk Shortfalls as payments
      under a cap contract written by the Holders of the Class 1-X, Class 2-X and
      Class 2-X-B Certificates, as applicable, in favor of the related Holders of
      the
      LIBOR Certificates. Thus, the LIBOR Certificates shall be treated as
      representing not only ownership of regular interests in a REMIC, but also
      ownership of an interest in an interest rate cap contract. For purposes of
      determining the issue prices of the Certificates, the interest rate cap
      contracts shall be assumed to have a zero value unless and until required
      otherwise by an applicable taxing authority.

     


    
      
        
        

      

      
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    SECTION
      9.02. Prohibited Transactions and Activities.

     

    Neither
      the Depositor nor the Trustee shall sell, dispose of, or substitute for any
      of
      the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure
      of a
      Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination
      of the REMICs created hereunder pursuant to Article X of this Agreement, (iv)
      a
      substitution pursuant to Article II hereof or (v) a repurchase of Mortgage
      Loans
      as contemplated hereunder, nor acquire any assets for any REMIC created
      hereunder, nor sell or dispose of any investments in the Distribution Account
      for gain, nor accept any contributions to any REMIC created hereunder after
      the
      Closing Date, unless it has received an Opinion of Counsel (at the expense
      of
      the party causing such sale, disposition, or substitution) that such
      disposition, acquisition, substitution, or acceptance will not result in an
      Adverse REMIC Event. 

     

     

    ARTICLE
      X

     

    TERMINATION

     

     

    SECTION
      10.01. Termination.

     

    (a) The
      respective obligations and responsibilities of the Seller, the Depositor, the
      Master Servicer, the Securities Administrator and the Trustee created hereby
      (other than the obligation of the Securities Administrator to make certain
      payments to Certificateholders after the final Distribution Date and the
      obligation of the Master Servicer to send certain notices as hereinafter set
      forth) shall terminate upon notice to the Trustee and the Securities
      Administrator upon the earliest of (i) the Distribution Date on which the
      Class Principal Balance of each Class of Certificates has been reduced to zero,
      (ii) the final payment or other liquidation of the last Mortgage Loan,
      (iii) the optional purchase of the Mortgage Loans as described in the
      following paragraph and (iv) the Latest Possible Maturity Date.
Notwithstanding
      the foregoing, in no event shall the trust created hereby continue beyond 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’s, living on the date hereof.

     

    MortgageIT
      (solely in its capacity as a Servicer of the Mortgage Loans) may, at its option,
      terminate this Agreement on any Distribution Date on or after the Optional
      Call
      Date, by purchasing, on such Distribution Date, all of the outstanding Mortgage
      Loans and REO Properties at a price equal to the sum of (i) the outstanding
      Stated Principal Balances of the Mortgage Loans (other than in respect of REO
      Properties), (ii) the lesser of (x) the appraised value of any REO Property
      as
      determined by the higher of two appraisals completed by two independent
      appraisers selected by the Depositor at the expense of the Depositor less the
      good faith estimate of the Master Servicer or the related Servicer, as
      applicable, of Liquidation Expenses to be incurred in connection with its
      disposal and (y) the Principal Balance of each Mortgage Loan related to any
      REO
      Property and (iii) in all cases, accrued and unpaid interest thereon at the
      applicable Loan Rate through the end of the Due Period preceding the final
      Distribution Date, plus unreimbursed Servicing Advances and Advances and any
      unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties,
      plus
      all amounts, if any, then due and owing to the Trustee, the Master Servicer
      and
      the Securities Administrator (the “Termination
      Price”).

     


    
      
        
        

      

      
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    In
      addition, Wells Fargo Bank, N.A. (solely in its capacity as the Master Servicer)
      may, at its option, terminate this Agreement on any Distribution Date on which
      the aggregate of the Stated Principal Balances of the Mortgage Loans as of
      the
      end of the immediately preceding Due Period is equal to or less than 1% of
      the
      Cut-Off Date Aggregate Principal Balance, by purchasing, on such Distribution
      Date, all of the outstanding Mortgage Loans and REO Properties at a price equal
      to Termination Price; provided,
      that
      the
      right of Wells Fargo Bank, N.A. to repurchase all the Mortgage Loans shall
      be
      exercisable only if MortgageIT has not elected to exercise its optional
      termination right on or before such date.

     

    (b) Notice
      of
      any termination pursuant to the second paragraph of Section 10.01(a), specifying
      the Distribution Date (which shall be a date that would otherwise be a
      Distribution Date) upon which the Certificateholders may surrender their
      Certificates to the Securities Administrator for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator upon the Securities Administrator receiving notice of such date
      from the Master Servicer by letter to the Certificateholders mailed not earlier
      than the 10th day and not later than the 19th day of the month of such
      final distribution specifying (1) the Distribution Date upon which final
      distributions on the Certificates will be made upon presentation and surrender
      of such Certificates at the office or agency of the Securities Administrator
      therein designated, (2) the amount of any such final distribution and
      (3) that the Record Date otherwise applicable to such Distribution Date is
      not applicable, distributions being made only upon presentation and surrender
      of
      the Certificates at the office or agency of the Securities Administrator therein
      specified.

     

    (c) Upon
      presentation and surrender of the Certificates, the Securities Administrator
      shall cause to be distributed to the Holders of the Certificates on the
      Distribution Date for such final distribution, in proportion to the Percentage
      Interests of their respective Class and to the extent that funds are available
      for such purpose, an amount equal to the amount required to be distributed
      to
      such Holders in accordance with the provisions of Section 4.01 hereof for
      such Distribution Date.

     

    (d) In
      the
      event that all Certificateholders shall not surrender their Certificates for
      final payment and cancellation on or before such final Distribution Date, the
      Securities Administrator shall promptly following such date cause all funds
      in
      the Distribution Account not distributed in final distribution to
      Certificateholders to be withdrawn therefrom and credited to the remaining
      Certificateholders by depositing such funds in a separate account for the
      benefit of such Certificateholders, and the Securities Administrator shall
      give
      a second written notice to the remaining Certificateholders to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within nine months after the second notice all the Certificates
      shall not have been surrendered for cancellation, the Master Servicer shall
      be
      entitled to all unclaimed funds and other assets which remain subject hereto,
      and the Securities Administrator upon transfer of such funds shall be discharged
      of any responsibility for such funds, and the Certificateholders shall look
      to
      the Master Servicer for payment.

     


    
      
        
        

      

      
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    SECTION
      10.02. Additional Termination Requirements.

     

    (a) In
      the
      event the purchase option provided in Section 10.01 is exercised, the Trust
      Fund shall be terminated in accordance with the following additional
      requirements:

     

    (i) The
      Trustee at the direction of the Securities Administrator shall sell any
      remaining assets of the Trust Fund to MortgageIT or its designee or Wells Fargo
      Bank, N.A. or its designee, as the case may be, for cash and, within 90 days
      of
      such sale, shall distribute to (or credit to the account of) the
      Certificateholders the proceeds of such sale together with any cash on hand
      (less amounts retained to meet claims) in complete liquidation of the Trust
      Fund, and each REMIC created hereunder; and

     

    (ii) The
      Securities Administrator shall attach a statement to the final federal income
      tax return for each REMIC created hereunder stating that pursuant to Treasury
      Regulation §1.860F-1, the first day of the 90 day liquidation period for such
      REMIC was the date on which the Trustee sold the assets of the Trust Fund 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
      delivered to the Trustee and the Securities Administrator obtained at the
      expense of the Seller.

     

    (b) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to appoint the
      Trustee and the Securities Administration as their attorneys in fact to
      undertake the foregoing steps.

     

     

    ARTICLE
      XI

     

    DISPOSITION
      OF TRUST FUND ASSETS

     

     

    SECTION
      11.01. Disposition of Trust Fund Assets.

     

    Neither
      the Trust Fund, nor this Agreement, may be terminated or voided, or any
      disposition of the assets of the Trust Fund effected, other than in accordance
      with the terms hereof, except to the extent that Holders representing no less
      than the entire beneficial ownership interest of the Certificates have so
      assented.

     

     

    ARTICLE
      XII 

     

    MISCELLANEOUS
      PROVISIONS

     

     

    SECTION
      12.01. Amendment.

     

    This
      Agreement may be amended from time to time by Seller, the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee, and without the consent
      of the Certificateholders, (i) to cure any ambiguity, (ii) to correct
      or supplement any provisions herein which may be defective or inconsistent
      with
      any other provisions herein, (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, or (iv) to conform the
      terms
      hereof to the description thereof provided in the Prospectus; provided,
      however,
      that
      any such action listed in clause (i) through (iii) above shall be
      deemed not to adversely affect in any material respect the interests of any
      Certificateholder, if evidenced by (i) written notice to the Depositor, the
      Seller, the Master Servicer, the Securities Administrator and the Trustee from
      each Rating Agency that such action will not result in the reduction or
      withdrawal of the rating of any outstanding Class of Certificates with respect
      to which it is a Rating Agency or (ii) an Opinion of Counsel stating that
      such amendment shall not adversely affect in any material respect the interests
      of any Certificateholder, is permitted by the Agreement and all the conditions
      precedent, if any have been complied with, delivered to the Master Servicer,
      the
      Securities Administrator and the Trustee.

     


    
      
        
        

      

      
        151

        
          

        

      

      
        
        

      

    


    


     

    In
      addition, this Agreement may be amended from time to time by Seller, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      and
      with the consent of the Majority Certificateholders for the purpose of adding
      any provisions to or changing in any manner or eliminating any of the provisions
      of this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; provided,
      however,
      that no
      such amendment or waiver shall (x) reduce in any manner the amount of, or
      delay the timing of, payments on the Certificates that are required to be made
      on any Certificate without the consent of the Holder of such Certificate,
      (y) adversely affect in any material respect the interests of the Holders
      of any Class of Certificates in a manner other than as described in clause
      (x)
      above, without the consent of the Holders of Certificates of such Class
      evidencing at least a 66% Percentage Interest in such Class, or (z) reduce
      the percentage of Voting Rights required by clause (y) above without the
      consent of the Holders of all Certificates of such Class then outstanding.
      Upon
      approval of an amendment, a copy of such amendment shall be sent to each Rating
      Agency.

     

    Notwithstanding
      any provision of this Agreement to the contrary, the Trustee shall not consent
      to any amendment to this Agreement unless it shall have first received an
      Opinion of Counsel, delivered by and at the expense of the Person seeking such
      Amendment (unless such Person is the Trustee, in which case the Trustee shall
      be
      entitled to be reimbursed for such expenses by the Trust Fund pursuant to
      Section 8.05 hereof), to the effect that such amendment will not result in
      the
      imposition of a tax on any REMIC created hereunder pursuant to the REMIC
      Provisions or cause any REMIC created hereunder to fail to qualify as a REMIC
      at
      any time that any Certificates are outstanding and that the amendment is being
      made in accordance with the terms hereof, such amendment is permitted by this
      Agreement and all conditions precedent, if any, have been complied
      with.

     

    Promptly
      after the execution of any such amendment the Trustee shall furnish, at the
      expense of the Person that requested the amendment if such Person is the Seller
      (but in no event at the expense of the Securities Administrator or the Trustee),
      otherwise at the expense of the Trust Fund, a copy of such amendment and the
      Opinion of Counsel referred to in the immediately preceding paragraph to the
      Master Servicer and each Rating Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 12.01 to approve the particular form of any proposed amendment;
      instead 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 Securities Administrator may
      prescribe.

     


    
      
        
        

      

      
        152

        
          

        

      

      
        
        

      

    


    


     

    The
      Trustee and Securities Administrator may, but shall not be obligated to, enter
      into any amendment pursuant to this 12.01 Section that affects its rights,
      duties and immunities under this Agreement or otherwise.

     

    SECTION
      12.02. 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 Mortgaged Properties
      are situated, and in any other appropriate public recording office or elsewhere,
      such recordation to be effected by the Trustee at the expense of the Trust
      Fund,
      but only upon direction of Certificateholders 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 together constitute but one and the same
      instrument.

     

    SECTION
      12.03. Limitation on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not (i) operate to terminate
      this Agreement or the Trust Fund, (ii) 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 or
      (iii) otherwise affect the rights, obligations and liabilities of the
      parties hereto or any of them.

     

    Except
      as
      expressly provided for herein, no Certificateholder shall have any right to
      vote
      or in any manner otherwise control the operation and management of the Trust
      Fund, or the obligations of the parties hereto, nor shall anything herein set
      forth or contained in the terms of the Certificates be construed so as to
      constitute the Certificateholders from time to time as partners or members
      of an
      association; nor shall any Certificateholder be under any liability to any
      third
      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, the Securities Administrator and the Trustee, that no one
      or
      more Holders of Certificates shall have any right in any manner whatever 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, which priority
      or
      preference is not otherwise provided for herein, 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 12.03, each and every Certificateholder
      and the Trustee shall be entitled to such relief as can be given either at
      law
      or in equity.

     


    
      
        
        

      

      
        153

        
          

        

      

      
        
        

      

    


    


     

     

    SECTION
      12.04. Governing Law; Jurisdiction.

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
      THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
      SUCH LAWS.

     

    SECTION
      12.05. Notices.

    

      All
        directions, demands and notices hereunder 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 (a) in the
        case
        of the Seller, to MortgageIT, Inc., 383 Madison Avenue, New York, New York
        10179, Attention: Vice President—Servicing (telecopy number (212) 272−5591), or
        such other address or telecopy number as may hereafter be furnished to the
        Depositor, the Master Servicer, the Securities Administrator, and the Trustee
        in
        writing by the Seller, (b) in the case of the Trustee, to the Corporate Trust
        Office or such other address or telecopy number as may hereafter be furnished
        to
        the Depositor, the Master Servicer, the Securities Administrator, and the
        Seller
        in writing by the Trustee, (c) in the case of the Depositor, to Greenwich
        Capital Acceptance, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830,
        Attention: Legal (telecopy number (203) 618-2132), or such other address
        or
        telecopy number as may be furnished to the Seller, the Master Servicer, the
        Securities Administrator, and the Trustee in writing by the Depositor; and
        (d)
        in the case of the Master Servicer or Securities Administrator, for certificate
        transfer purposes, at its Corporate Trust Office and for all other purposes
        at
        P.O. Box 98, Columbia, Maryland 21046, or for overnight delivery, at 9062
        Old
        Annapolis Road, Columbia, Maryland 21045 (Attention: MortgageIT Trust 2006-1),
        Facsimile no.: (410) 715-2380, or such other address or telecopy number as
        may
        be furnished to the Depositor, the Seller, the Securities Administrator,
        and the
        Trustee in writing by the Master Servicer. Any notice required or permitted
        to
        be mailed to a Certificateholder shall be given by first class mail, postage
        prepaid, at the address of such Holder as shown in the Certificate Register.
        Notice of any Event of Default shall be given by telecopy and by certified
        mail.
        Any notice so mailed within the time prescribed in this Agreement shall be
        conclusively presumed to have duly been given when mailed, whether or not
        the
        Certificateholder receives such notice. A copy of any notice required to
        be
        telecopied hereunder shall also be mailed to the appropriate party in the
        manner
        set forth above.
        Any
        notice required to be delivered by the Securities Administrator to the Depositor
        pursuant to Section 3.19 may be delivered by the Securities Administrator,
        notwithstanding any provision of this Agreement to the contrary, to Greenwich
        Capital Acceptance, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830,
        Attention: Mark Hagelin (telephone number (203) 618-2596; fax number (203)
        422-4284; e-mail mark.hagelin@gcm.com), or such other address or telecopy
        number
        as may be furnished to the Securities Administrator in writing by the
        Depositor.

       

    


    
      
        
        

      

      
        154

        
          

        

      

      
        
        

      

    


    


     

     

    SECTION
      12.06. Severability of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall for any reason whatsoever be 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
      12.07. 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
      12.08. Notice to the Rating Agencies.

     

    (a) The
      Securities Administrator shall be obligated to use its best reasonable efforts
      promptly to provide notice to the Rating Agencies with respect to each of the
      following of which a Responsible Officer of the Securities Administrator has
      actual knowledge:

     

    (i) any
      material change or amendment to this Agreement;

     

    (ii) the
      occurrence of any Event of Default that has not been cured or
      waived;

     

    (iii) the
      resignation or termination of the Master Servicer, the Securities Administrator
      or the Trustee;

     

    (iv) the
      final
      payment to Holders of the Certificates of any Class; and

     

    (v) any
      change in the location of any Account.

     

    (b) In
      addition, the Securities Administrator shall promptly furnish to the Rating
      Agencies copies of each Statement to Certificateholders described in Section
      5.04 hereof; if the Trustee is acting as a successor Master Servicer pursuant
      to
      Section 7.02 hereof, the Trustee shall notify the Rating Agencies of any event
      that would result in the inability of the Trustee to make Advances as successor
      Master Servicer and
      the
      Master Servicer shall promptly furnish to each Rating Agency copies of the
      following:

     

    (i) each
      annual statement as to compliance described in Section 3.17 hereof;

     

    (ii) each
      annual assessment of compliance and attestation report described in Section
      3.16
      hereof; and

     

    (iii) each
      notice delivered pursuant to Section 5.05(b) hereof which relates to the fact
      that the Master Servicer has not made an Advance.

     


    
      
        
        

      

      
        155

        
          

        

      

      
        
        

      

    


    


     

    (c) All
      notices to the Rating Agencies provided for in this Agreement shall be in
      writing and sent by first class mail, telecopy or overnight courier, as
      follows:

     

    If
      to
      Moody’s, to:

    


    Moody’s
      Investors Service, Inc.

    99
      Church
      Street 

    New
      York,
      New York 10007

    Attention:
      Residential Mortgages

    


    If
      to
      S&P, to:

    


    Standard
      & Poor’s Ratings Services,

    a
      division of The McGraw-Hill Companies, Inc.

    55
      Water
      Street

    New
      York,
      New York 10041

    Facsimile
      number: (212) 438-2661

    


     

    SECTION
      12.09. Further Assurances.

     

    Notwithstanding
      any other provision of this Agreement, neither the Regular Certificateholders
      nor the Trustee shall have any obligation to consent to any amendment or
      modification of this Agreement unless they have been provided reasonable
      security or indemnity against their out-of-pocket expenses (including reasonable
      attorneys’ fees) to be incurred in connection therewith.

     

    SECTION
      12.10. Benefits of Agreement.

     

    Nothing
      in this Agreement or in the Certificates, expressed or implied, shall give
      to
      any Person, other than the Certificateholders and the parties hereto and their
      successors hereunder, any benefit or any legal or equitable right, remedy or
      claim under this Agreement.

     

    SECTION
      12.11. Acts of Certificateholders.

     

    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by the Certificateholders
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Certificateholders in person or by agent duly
      appointed in writing, and such action shall become effective when such
      instrument or instruments are delivered to the Trustee and the Seller. Such
      instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the “act” of the Certificateholders
      signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Agreement and conclusive in favor of the Trustee and the Trust
      Fund, if made in the manner provided in this Section 12.11.

     


    
      
        
        

      

      
        156

        
          

        

      

      
        
        

      

    


    


     

    (b) The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by the certificate
      of
      a notary public or other officer authorized by law to take acknowledgments
      of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Whenever such execution is by a
      signer acting in a capacity other than his or her individual capacity, such
      certificate or affidavit shall also constitute sufficient proof of his
      authority.

     

    (c) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by any Certificateholder shall bind every future Holder of such
      Certificate and the Holder of every Certificate issued upon the registration
      of
      transfer thereof or in exchange therefor or in lieu thereof, in respect of
      anything done, omitted or suffered to be done by the Trustee or the Trust Fund
      in reliance thereon, whether or not notation of such action is made upon such
      Certificate.

     

    SECTION
      12.12. Successors and Assigns.

     

    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the respective successors and assigns of the parties hereto.

     

    SECTION
      12.13. Derivative Transactions.

     

    (a) At
      the
      direction of the Seller, the Securities Administrator shall, on behalf of the
      Trust Fund, enter into derivative contracts (in a form reasonably acceptable
      to
      the Securities Administrator) for the benefit of the Certificates; provided,
      however,
      the
      counterparty to such derivative contract shall not be an Affiliate of the
      Depositor. Any acquisition of such derivative contract shall be accompanied
      by
      (i) an appropriate amendment to this Agreement, (ii) any Opinion of Counsel
      required by Section 12.01 and (iii) a REMIC Opinion.

     

    (b) All
      collections, proceeds and other amounts in respect of such derivative contracts
      payable by the derivative counterparty shall be distributed to the Certificates
      on the Distribution Date following receipt thereof by the Securities
      Administrator. 

     

    (c) Any
      derivative contract that provides for any payment obligation on the part of
      the
      Trust Fund must (i) be without recourse to the assets of the Trust Fund, (ii)
      contain a non-petition covenant provision from the derivative counterparty,
      (iii) limit payment dates thereunder for payments, if any, by the Trust Fund
      to
      Distribution Dates (iv) contain a provision limiting any cash payments due
      to
      the derivative counterparty on any day under such derivative contract solely
      to
      funds available therefor in the Distribution Account available to make payments
      to the Certificateholders on such Distribution Date, and (v) provide for copies
      of all notices and correspondence to be provided to the Securities
      Administrator, the Trustee and the Depositor. 

     

    (d) Each
      derivative contract must (i) provide for the direct payment of any amounts
      by
      the derivative counterparty thereunder to the Distribution Account at least
      one
      Business Day prior to the related Distribution Date, (ii) contain an assignment
      of all of the Trust Fund’s rights (but none of its obligations) under such
      derivative contract to the Trustee on behalf the Certificateholders and shall
      include an express consent to the derivative counterparty to such assignment,
      (iii) provide that in the event of the occurrence of an Event of Default, such
      derivative contract shall terminate upon the direction of a majority of the
      Voting Rights of the Certificates, and (iv) prohibit the derivative counterparty
      from “setting-off’ or “netting” other obligations of the Trust Fund against such
      derivative counterparty’s payment obligations thereunder. 

     


    
      
        
        

      

      
        157

        
          

        

      

      
        
        

      

    


    


     

    (e) The
      Seller shall determine, in its sole discretion, whether any derivative contract
      conforms to the requirements of Section 12.13(c) and (d). 

     

    (f) Neither
      the Seller nor the Depositor shall have any direct or indirect obligation under
      the derivative contracts.

     

    SECTION
      12.14. Provision of Information.

     

    For
      so
      long as any of the Certificates of any Class are “restricted securities” within
      the meaning of Rule 144(a)(3) under the Securities Act, the Depositor agrees
      to
      provide to any Certificateholders and to any prospective purchaser of
      Certificates designated by such holder, upon the request of such holder or
      prospective purchaser, any information required to be provided to such holder
      or
      prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
      under the Securities Act. 

     

    The
      Securities Administrator shall provide to any person to whom a Prospectus was
      delivered by Greenwich Capital Markets, Inc. (as identified by Greenwich Capital
      Markets, Inc.), upon the request of such person specifying the document or
      documents requested (and certifying that it is a Person entitled hereunder),
      (i)
      a copy (excluding exhibits) of any report on Form 8-K, Form 10-D or Form 10-K
      filed with the Securities and Exchange Commission pursuant to this Agreement
      and
      (ii) a copy of any other document incorporated by reference in the Prospectus
      (to the extent in the Securities Administrator’s possession). Any reasonable
      out-of-pocket expenses incurred by the Securities Administrator in providing
      copies of such documents shall be reimbursed by the Seller.

     


    
      
        
        

      

      
        158

        
          

        

      

      
        
        

      

    




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

     

    
      	 	 	 
	 	
              GREENWICH
                CAPITAL
                ACCEPTANCE, INC.,

              as
                Depositor

            
	 
 	 
 	 
 
	 	By:  	/s/
              Shakti Radhakishun
	 	Name: Shakti Radhakishun
	 	
              Title:
                Senior Vice President

            


    

     

    
      	 	 	 
	 	MORTGAGEIT,
              INC.,
              as
              Seller
	 
 	 
 	 
 
	 	By:  	/s/
              Andy Occhino 
	 	Name: Andy Occhino
	 	Title:
              General Counsel and Secretary 


    

     

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A., 

              as
                Master
                Servicer

            
	 
 	 
 	 
 
	 	By:  	/s/
              Michael Pinzon 
	 	Name: Michael Pinzon
	 	Title:
              Assistant Vice President 


    

     

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A., 

              as
                Securities
                Administrator

            
	 
 	 
 	 
 
	 	By:  	/s/
              Michael Pinzon 
	 	Name: Michael Pinzon
	 	Title:
              Assistant Vice President 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	 	 	 
	 	
                DEUTSCHE
                  BANK NATIONAL TRUST 

                COMPANY,
                  as Trustee and Custodian

              
	 
 	 
 	 
 
	 	By:  	/s/
                Ronald Reyes
	 	Name: Ronald Reyes
	 	Title:
                Vice President 


      



    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	 /s/
              Barbara Campbell 
	 	Name: Barbara Campbell
	 	Title:
              Vice President


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 STATE OF CONNECTICUT	 )	 	 	 
	 	 ) ss.:	 	 	 
	 COUNTY
              OF FAIRFIELD 	 )	 	 	 


    

     

     

     

    On
      the
      ______ day of February 2006, before me, a notary public in and for said State,
      personally appeared _________known to me to be a ___________of Greenwich Capital
      Acceptance, Inc., a Delaware corporation 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


    

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 STATE OF NEW YORK	)	 	 	 
	 	)
              ss.:	 	 	 
	 COUNTY OF __________	
              )

            	 	 	 


    

    
 

     

    
    

    On
      the
      _____ day
      of
      February 2006, before me, a notary public in and for said State, personally
      appeared ___________________ known to me to be a ___________________ of
      MortgageIT, Inc., a New York corporation 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


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      
        	 STATE OF	 )	 	 	 
	 	 ) ss.:	 	 	 
	 COUNTY OF	 )	 	 	 


      

    

      

     

    On
      the
      ______ day of February 2006, before me, a notary public in and for said State,
      personally appeared _________________________ known to me to be a
      _______________________ of Wells Fargo Bank, N.A. 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


      



     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	 STATE OF	 )	 	 	 
	 	 ) ss.:	 	 	 
	 COUNTY OF	 )	 	 	 


      

       

        
On
      the
      _____ day of February 2006, before me, a notary public in and for said State,
      personally appeared ___________________________________ known to me to be
      _______________________________ of Deutsche Bank National Trust Company, a
      national banking association 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


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    SCHEDULE
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    MORTGAGE
      LOAN SCHEDULE