Execution

     

    
 

    MORGAN
      STANLEY CAPITAL I INC.

    Depositor

     

     

    and

     

     

    LASALLE
      BANK NATIONAL ASSOCIATION

    Trustee

     

     

    ___________________________


     

    TRUST
      AGREEMENT

    Dated
      as
      of July 1, 2006

    ___________________________

     

     

     

    MORGAN
      STANLEY MORTGAGE LOAN TRUST 2006-10SL


     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2006-10SL

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

     

    Page

     

    
      	
              ARTICLE
                I DEFINITIONS

            	
              2

            
	 	 	 
	
              Section
                1.01

            	
              Definitions

            	
              2

            
	 	 
	
              ARTICLE
                II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

            	
              36

            
	 	 	 
	
              Section
                2.01

            	
              Creation
                and Declaration of Trust Fund; Conveyance of Mortgage
                Loans

            	
              36

            
	
              Section
                2.02

            	
              Acceptance
                of Trust Fund by Trustee; Review of Documentation for Trust
                Fund

            	
              39

            
	
              Section
                2.03

            	
              Representations
                and Warranties of the Depositor

            	
              39

            
	
              Section
                2.04

            	
              Representations
                and Warranties of the Depositor and the Seller as to the Mortgage
                Loans

            	
              41

            
	
              Section
                2.05

            	
              Representations
                and Warranties of the Seller; Discovery of Breach; Repurchase or
                Substitution of Mortgage Loans

            	
              42

            
	
              Section
                2.06

            	
              Grant
                Clause

            	
              46

            
	 	 
	
              ARTICLE
                III THE CERTIFICATES

            	
              47

            
	 	 	 
	
              Section
                3.01

            	
              The
                Certificates

            	
              47

            
	
              Section
                3.02

            	
              Registration

            	
              48

            
	
              Section
                3.03

            	
              Transfer
                and Exchange of Certificates

            	
              48

            
	
              Section
                3.04

            	
              Cancellation
                of Certificates

            	
              52

            
	
              Section
                3.05

            	
              Replacement
                of Certificates

            	
              52

            
	
              Section
                3.06

            	
              Persons
                Deemed Owners

            	
              52

            
	
              Section
                3.07

            	
              Temporary
                Certificates

            	
              53

            
	
              Section
                3.08

            	
              Appointment
                of Paying Agent

            	
              53

            
	
              Section
                3.09

            	
              Book-Entry
                Certificates

            	
              53

            
	 	 
	
              ARTICLE
                IV ADMINISTRATION OF THE TRUST FUND

            	
              55

            
	 	 	 
	
              Section
                4.01

            	
              Custodial
                Accounts; Distribution Account

            	
              55

            
	
              Section
                4.02

            	
              Permitted
                Withdrawals from the Distribution Account

            	
              56

            
	
              Section
                4.03

            	
              Enforcement
                of Servicer’s Obligations

            	
              56

            
	
              Section
                4.04

            	
              Reports
                to Certificateholders

            	
              57

            
	
              Section
                4.05

            	
              Annual
                Statement of Compliance

            	
              60

            
	
              Section
                4.06

            	
              Regulation
                AB Compliance, Intent of the Parties; Reasonableness

            	
              61

            
	 	 
	
              ARTICLE
                V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

            	
              62

            
	 	 	 
	
              Section
                5.01

            	
              Distributions
                Generally

            	
              62

            
	
              Section
                5.02

            	
              Priorities
                of Distribution

            	
              62

            
	
              Section
                5.03

            	
              Allocation
                of Losses

            	
              65

            
	
              Section
                5.04

            	
              Determination
                of Pass-Through Rates for LIBOR Certificates

            	
              66

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

            	
              69

            
	 	 	 
	
              Section
                6.01

            	
              Duties
                of Trustee

            	
              69

            
	
              Section
                6.02

            	
              Certain
                Matters Affecting the Trustee

            	
              71

            
	
              Section
                6.03

            	
              Trustee
                Not Liable for Certificates

            	
              72

            
	
              Section
                6.04

            	
              Trustee
                May Own Certificates

            	
              72

            
	
              Section
                6.05

            	
              Eligibility
                Requirements for Trustee

            	
              73

            
	
              Section
                6.06

            	
              Resignation
                and Removal of Trustee

            	
              73

            
	
              Section
                6.07

            	
              Successor
                Trustee

            	
              74

            
	
              Section
                6.08

            	
              Merger
                or Consolidation of Trustee

            	
              75

            
	
              Section
                6.09

            	
              Appointment
                of Co-Trustee, Separate Trustee or Custodian

            	
              75

            
	
              Section
                6.10

            	
              Authenticating
                Agents

            	
              76

            
	
              Section
                6.11

            	
              Indemnification
                of the Trustee

            	
              77

            
	
              Section
                6.12

            	
              Fees
                and Expenses of the Trustee

            	
              78

            
	
              Section
                6.13

            	
              Collection
                of Monies

            	
              78

            
	
              Section
                6.14

            	
              Periodic
                Filings

            	
              78

            
	 	 
	
              ARTICLE
                VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
                FUND

            	
              84

            
	 	 	 
	
              Section
                7.01

            	
              Purchase
                of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation
                of All Mortgage Loans

            	
              84

            
	
              Section
                7.02

            	
              Procedure
                Upon Redemption of Trust Fund

            	
              85

            
	
              Section
                7.03

            	
              Additional
                Trust Fund Termination Requirements

            	
              86

            
	
              Section
                7.04

            	
              Charged-off
                Loans and Released Mortgage Loans

            	
              87

            
	 	 
	
              ARTICLE
                VIII RIGHTS OF CERTIFICATEHOLDERS

            	
              88

            
	 	 	 
	
              Section
                8.01

            	
              Limitation
                on Rights of Holders

            	
              88

            
	
              Section
                8.02

            	
              Access
                to List of Holders

            	
              88

            
	
              Section
                8.03

            	
              Acts
                of Holders of Certificates

            	
              89

            
	 	 
	
              ARTICLE
                IX REMIC ADMINISTRATION

            	
              90

            
	 	 	 
	
              Section
                9.01

            	
              REMIC
                Administration

            	
              90

            
	
              Section
                9.02

            	
              Prohibited
                Transactions and Activities

            	
              92

            
	
              Section
                9.03

            	
              Indemnification
                with Respect to Prohibited Transactions or Loss of REMIC
                Status

            	
              93

            
	
              Section
                9.04

            	
              REO
                Property

            	
              93

            
	 	 
	
              ARTICLE
                X MISCELLANEOUS PROVISIONS

            	
              94

            
	 	 	 
	
              Section
                10.01

            	
              Binding
                Nature of Agreement; Assignment

            	
              94

            
	
              Section
                10.02

            	
              Entire
                Agreement

            	
              94

            
	
              Section
                10.03

            	
              Amendment

            	
              94

            
	
              Section
                10.04

            	
              Voting
                Rights

            	
              95

            
	
              Section
                10.05

            	
              Provision
                of Information

            	
              95

            
	
              Section
                10.06

            	
              Governing
                Law

            	
              96

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                10.07

            	
              Notices

            	
              96

            
	
              Section
                10.08

            	
              Severability
                of Provisions

            	
              96

            
	
              Section
                10.09

            	
              Indulgences;
                No Waivers

            	
              97

            
	
              Section
                10.10

            	
              Headings
                Not To Affect Interpretation

            	
              97

            
	
              Section
                10.11

            	
              Benefits
                of Agreement

            	
              97

            
	
              Section
                10.12

            	
              Special
                Notices to the Rating Agencies

            	
              97

            
	
              Section
                10.13

            	
              Conflicts

            	
              98

            
	
              Section
                10.14

            	
              Counterparts

            	
              98

            
	
              Section
                10.15

            	
              No
                Petitions

            	
              98

            
	
              Section
                10.16

            	
              Indemnification
                by Trust

            	
              98

            


    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    ATTACHMENTS

     

    
      	
              Exhibit
                A

            	
              Forms
                of Certificates

            
	
              Exhibit
                B

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferee)

            
	
              Exhibit
                C

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferor)

            
	
              Exhibit
                D

            	
              [Reserved]

            
	
              Exhibit
                E

            	
              List
                of Purchase Agreements and Servicing Agreements

            
	
              Exhibit
                F

            	
              List
                of Custodial Agreements

            
	
              Exhibit
                G

            	
              [Reserved]

            
	
              Exhibit
                H

            	
              Form
                of Rule 144A Transfer Certificate

            
	
              Exhibit
                I

            	
              Form
                of Purchaser’s Letter for Institutional Accredited
                Investors

            
	
              Exhibit
                J

            	
              Form
                of ERISA Transfer Affidavit

            
	
              Exhibit
                K

            	
              Form
                of Letter of Representations with the Depository Trust
                Company

            
	
              Exhibit
                L

            	
              Form
                of Certificates to be Provided with Form 10-K

            
	
              Exhibit
                M

            	
              Form
                of Certification to be provided by the Trustee to the
                Depositor

            
	
              Exhibit
                N

            	
              Servicing
                Criteria to be Addressed in Assessment of Compliance

            
	
              Exhibit
                O

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit
                P

            	
              Additional
                Form 10-K Disclosure

            
	
              Exhibit
                Q

            	
              Form
                8-K Disclosure Information

            
	 	 
	
              Schedule
                A

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                B

            	
              Principal
                Balances Schedule

            


    

    


    


    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    This
      TRUST AGREEMENT dated as of July 1, 2006 (the “Agreement”),
      is
      between MORGAN STANLEY CAPITAL I INC., a Delaware corporation, as depositor
      (the
“Depositor”)
      and
      LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee
      (the “Trustee”)
      and
      acknowledged by MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation,
      as
      seller (the “Seller”),
      for
      purposes of Section 2.05.

     

    WITNESSETH
      THAT

     

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

     

    PRELIMINARY
      STATEMENT

     

    The
      Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
      in return for the Certificates. As provided herein, the Trustee will make
      multiple elections to treat a segregated pool of assets subject to this
      Agreement for federal income tax purposes as the following two separate real
      estate mortgage investment conduits (each, a “REMIC”):
      the
      Subsidiary REMIC and the Master REMIC. The Subsidiary REMIC will consist of
      the
      Mortgage Loans. The Subsidiary REMIC will issue the uncertificated REMIC regular
      interests specified below (each, a “Subsidiary
      REMIC Regular Interest”).
      The
      Subsidiary REMIC Regular Interests will represent the “regular interests” in the
      Subsidiary REMIC and the Class SR Interest will represent the single Class
      of
“residual interest” in the Subsidiary REMIC. 

     

    The
      Trustee will hold the Subsidiary REMIC Regular Interest for the benefit of
      the
      Master REMIC. The Master REMIC will consist of the Subsidiary REMIC Interests
      and will be evidenced by the Certificates (other than the Class R Certificates),
      which will constitute the regular interests in the Master REMIC (the
“Regular
      Certificates”)
      and
      the Class MR Interest, which will represent the single Class of “residual
      interest” in the Master REMIC. The Class R Certificates will represent the
      beneficial ownership of each of the Class SR and Class MR Interests. The
“latest
      possible maturity date”
for
      federal income tax purposes of all REMICs, and regular and residual interests
      created hereunder will be the Latest Possible Maturity Date. 

     

    Subsidiary
      REMIC

     

    The
      Subsidiary REMIC Interests, each of which (except for the Class SR Interest)
      is
      hereby designated as a REMIC regular interest for federal income tax purposes,
      will have the principal balances, pass-through rates and Corresponding Master
      REMIC Certificates as set forth in the following table:

     

    
      	
              Subsidiary
                REMIC 

              Interest

            	
              Initial
                Principal 

              Balance

            	
              Interest
                Rate

            	
              Corresponding
                Master 

              REMIC
                Certificate

            
	
              S-A-1

            	
              (1)

            	
              (3)

            	
              Class
                A-1

            
	
              S-M-1

            	
              (1)

            	
              (3)

            	
              Class M-1

            
	
              S-M-2

            	
              (1)

            	
              (3)

            	
              Class M-2

            
	
              S-M-3

            	
              (1)

            	
              (3)

            	
              Class M-3

            
	
              S-B-1

            	
              (1)

            	
              (3)

            	
              Class B-1

            
	
              S-B-2

            	
              (1)

            	
              (3)

            	
              Class B-2

            
	
              S-B-3

            	
              (1)

            	
              (3)

            	
              Class B-3

            
	
              S-B-4

            	
              (1)

            	
              (3)

            	
              Class B-4

            
	
              S-B-5

            	
              (1)

            	
              (3)

            	
              Class
                B-5

            
	
              S-Accrual

            	
              (1)

            	
              (3)(4)

            	
              N/A

            
	
              SR

            	
              (5)

            	
              (5)

            	
              N/A

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

    _______________

     

    
      	
              (1)

            	
              For
                each Distribution Date, following the allocation of scheduled principal,
                prepayments and Realized Losses: (i) each such Class of Interests
                (other
                than the Class S-Accrual Interest) will have a principal balance
                equal to
                50% of the principal balance in respect of the Corresponding Master
                REMIC
                Certificates, (ii) the Class S-Accrual Interest will have a principal
                balance equal to 50% of the principal balance of Mortgage Loans plus
                50%
                of the Overcollateralized Amount.

            


    

     

    
      	
              (2)

            	
              For
                each Distribution Date, following the allocation of scheduled principal,
                prepayments and Realized Losses: each such Class of Interests will
                have a
                principal balance equal to 100% of the principal balance in respect
                of the
                Corresponding Class of Certificates.


            


    

     

    
      	
              (3)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for this REMIC Interest is a per annum rate
                equal
                to the Weighted Average Net Mortgage Rate of the Mortgage
                Loans.

            


    

     

    
      	
              (4)

            	
              The
                Class S-Accrual Interest will also be entitled to 100% of any prepayment
                premiums paid on the Mortgage Loans.


            


    

     

    
      	
              (5)

            	
              The
                SR Interest is the sole Class of residual interest in the Subsidiary
                REMIC. It pays no interest or
                principal.

            


    

     

    The
      Master REMIC

     

    The
      following table sets forth characteristics of the Master REMIC Certificates,
      together with the minimum denominations and integral multiples in excess thereof
      in which such Classes shall be issuable (except that one Certificate of each
      Class of Certificates may be issued in a different amount and, in addition,
      one
      Residual Certificate representing the Tax Matters Person Certificate may be
      issued in a different amount): 

    
      

        
          	
                  Class
                    

                  Designation

                	
                  Initial
                    Class Principal 

                  Balance

                	
                  Pass-Through
                    

                  Rate

                  (per
                    annum)

                	
                  Minimum
                    

                  Denomination(3)

                	
                  Integral
                    

                  Multiples
                    in 

                  Excess
                    of 

                  Minimum(3)

                
	
                  Class
                    A-1

                	
                  $205,396,000.00

                	
                  (1)

                	
                  $25,000.00

                	
                  $1,000.00

                
	
                  Class
                    M-1

                	
                  $29,107,000.00

                	
                  (1)

                	
                  $25,000.00

                	
                  $1,000.00

                
	
                  Class
                    M-2

                	
                  $19,703,000.00

                	
                  (1)

                	
                  $25,000.00

                	
                  $1,000.00

                
	
                  Class
                    M-3

                	
                  $5,074,000.00

                	
                  (1)

                	
                  $25,000.00

                	
                  $1,000.00

                
	
                  Class
                    B-1

                	
                  $6,567,000.00

                	
                  (1)

                	
                  $25,000.00

                	
                  $1,000.00

                
	
                  Class
                    B-2

                	
                  $3,730,000.00

                	
                  (1)

                	
                  $25,000.00

                	
                  $1,000.00

                
	
                  Class
                    B-3

                	
                  $4,179,000.00

                	
                  (1)

                	
                  $25,000.00

                	
                  $1,000.00

                
	
                  Class
                    B-4

                	
                  $5,074,000.00

                	
                  (2)

                	
                  $100,000.00

                	
                  $1,000.00

                
	
                  Class
                    B-5

                	
                  $3,730,000.00

                	
                  (2)

                	
                  $100,000.00

                	
                  $1,000.00

                
	
                  Class
                    P

                	
                  $100.00

                	
                  (4)

                	
                  $100.00

                	
                  N/A     
                    

                
	
                  Class
                    OC

                	
                  (5)

                	
                  (6)

                	
                  (7)     
                    

                	
                  (7)    
                    

                
	
                  Class R(8)

                	
                  $0.00

                	
                  (9)

                	
                  (10)    
                    

                	
                  (10)   
                    

                


        

      

    

    __________________________________________

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

     

    
      	
              (1)

            	
              Interest
                will accrue on each such Class of Certificates during each Interest
                Accrual Period at a rate equal to the lesser of (x) LIBOR plus the
                Pass-Through Margin for such Class for such Distribution Date and
                (y) the
                Net WAC Cap for such Distribution
                Date.

            


    

     

    
      	
              (2)

            	
              Interest
                will accrue on each such Class of Certificates during each Interest
                Accrual Period for each Distribution Date (i) occurring on or prior
                to the
                Initial Optimal Purchase Date at a rate equal to 7.000% per annum
                and (ii)
                occurring after the Initial Optimal Purchase Date at a rate equal
                to
                7.500% per annum.

            


    

     

    
      	
              (3)

            	
              The
                minimum dollar denomination for any Certificate purchased by any
                Person
                within a Member State of the European Economic Area shall be
                $100,000.

            


    

     

    
      	
              (4)

            	
              The
                Class P Certificates will not be entitled to any interest, but will
                be
                entitled to 100% of any prepayment premiums paid on the Mortgage
                Loans.
                

            


    

     

    
      	
              (5)

            	
              The
                Class Principal Balance of the Class OC Certificates for any Distribution
                Date shall be equal to (x) the aggregate Stated Principal Balances
                of the
                Mortgage Loans as of such Distribution Date, minus (y) the aggregate
                Class
                Principal Balances of the other Certificates as of such Distribution
                Date.
                For purposes of compliance with the REMIC Provisions, the Class OC
                Certificates shall have an initial Certificate Balance equal to the
                Overcollateralized Amount as of the Closing
                Date.

            


    

     

    
      	
              (6)

            	
              For
                each Interest Accrual Period the Class OC Certificates shall accrue
                a
                specified portion of the interest on the Subsidiary REMIC Regular
                Interests equal to the excess of the Weighted Average Net Mortgage
                Rate of
                the Mortgage Loans over the product of two and the weighted average
                interest rate of the Subsidiary REMIC Regular Interests having “(1)”
                designated in the column entitled “Initial Principal Balance” with each
                such Class other than the Class S-Accrual Interest subject to a cap
                equal
                to the Pass-Through Rate of the Corresponding Master REMIC Class
                and the
                S-Accrual Interest subject to a cap of 0.00%. The Pass-Through Rate
                of the
                Class OC Certificates shall be a rate sufficient to entitle it to
                all
                interest accrued on the Mortgage Loans less the interest accrued
                on the
                other interests issued by the Master REMIC. The Class OC Distributable
                Amount for any Distribution Date is payable from current interest
                on the
                Mortgage Loans and any OC Release Amount for that Distribution
                Date.

            


    

     

    
      	
              (7)

            	
              The
                Class OC Certificates will be issued as a single Class of
                Certificates.

            


    

     

    
      	
              (8)

            	
              The
                Class R Certificates represent beneficial ownership of the sole Class
                of
                residual interest in each REMIC.

            


    

     

    
      	
              (9)

            	
              The
                Class R Certificates shall not be entitled to any
                interest.

            


    

     

    
      	
              (10)

            	
              The
                Class R Certificate shall be issued as two separate certificates,
                one with
                an initial Percentage Interest of 99.99 %and the Tax Matters Person
                Certificate with an initial Percentage Interest of
                0.01%.

            


    

     

    The
      foregoing provisions in the Preliminary Statement are intended to cause net
      interest and principal collections in respect of the Mortgage Loans to be
      distributed from the Subsidiary REMIC to the Master REMIC and from the Master
      REMIC to each Class of Certificates. The Preliminary Statement will be
      interpreted and applied consistently with such intent. 

     

    For
      any
      purpose for which the Pass-Through Rate is calculated, the interest rate on
      the
      Mortgage Loans shall be appropriately adjusted to account for the difference
      between the monthly day count convention of the Mortgage Loans and the monthly
      day count convention of the regular interests issued by each of the REMICs.
      For
      purposes of calculating the pass-through rates for each of the interests issued
      by the Subsidiary REMIC and the Master REMIC such rates shall be adjusted to
      equal a monthly day count convention based on the actual number of days elapsed
      in each Due Period and a 360-day year so that the Mortgage Loans and all regular
      interests will be using the same monthly day count convention.

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    


    Set
      forth
      below are designations of Classes or Components of Certificates and other
      defined terms to the categories used herein: 

     

    
      	
              Book-Entry
                Certificates

            	
              All
                Classes of Certificates other than the Definitive Certificates.
                

            
	 	 
	
              Delay
                Certificates

            	
              Fixed
                Rate Certificates.

            
	 	 
	
              ERISA-Restricted
                Certificates

            	
              The
                Residual Certificates and Private Certificates; and any Certificate
                of a
                Class that ceases to satisfy the applicable rating requirement under
                the Underwriter’s Exemption.

            
	 	 
	
              Fixed
                Rate Certificates

            	
              Class
                B-4 and Class B-5 Certificates.

            
	 	 
	
              Floating
                Rate Certificates

            	
              LIBOR
                Certificates.

            
	 	 
	
              LIBOR
                Certificates

            	
              Class
                A-1, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class
                B-3
                Certificates.

            
	 	 
	
              Non-Delay
                Certificates

            	
              LIBOR
                Certificates.

            
	 	 
	
              Offered
                Certificates

            	
              All
                Classes of Certificates other than the Private Certificates.
                

            
	 	 
	
              Definitive
                Certificates

            	
              Private
                Certificates. 

            
	 	 
	
              Private
                Certificates

            	
              Class
                R, Class P, Class OC, Class B-4 and Class B-5 Certificates.
                

            
	 	 
	
              Rating
                Agencies

            	
              S&P
                and Moody’s.

            
	 	 
	
              Regular
                Certificates

            	
              All
                Classes of Certificates, other than the Residual Certificates.
                

            
	 	 
	
              Residual
                Certificates

            	
              Class 
                R Certificates. 

            
	
            	 
	
              Senior
                Certificates

            	
              Class
                A-1 Certificates. 

            
	 	 
	
              Subordinated
                Certificates

            	
              Class M-1,
                Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4
                and Class
                B-5 Certificates.

            
	 	 
	
              Underwriter

            	
              Morgan
                Stanley & Co. Incorporated.

            


    

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01           Definitions.

     

    The
      following words and phrases, unless the context otherwise requires, shall have
      the following meanings:

     

    Aames:
      Aames
      Capital Corporation.

     

    Aames
      Mortgage Loan:
      Each
      Mortgage Loan originated by Aames and listed on the Mortgage Loan Schedule.
      

     

    Aames
      Home Purchase Agreement:
      The
      Third Amended and Restated Mortgage Loan Purchase and Warranties Agreement
      dated
      as of March 1, 2006, listed in Exhibit E hereto and each between the Seller
      and
      Aames.

     

    Accountant:
      A
      Person engaged in the practice of accounting who (except when this Agreement
      provides that an Accountant must be Independent) may be employed by or
      affiliated with the Depositor or an Affiliate of the Depositor.

     

    Acknowledgements:
      The
      Assignment, Assumption and Recognition Agreements, each dated as of July 1,
      2006, assigning rights under the Purchase Agreements and the Servicing
      Agreements from the Seller to the Depositor and from the Depositor to the
      Trustee, for the benefit of the Certificateholders.

     

    Adverse
      REMIC Event:
      Either
      (i) 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) 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.

     

    Aegis:
      Aegis
      Mortgage Corporation.

     

    Aegis
      Mortgage Loan:
      Each
      Mortgage Loan originated by Aegis and listed on the Mortgage Loan Schedule.
      

     

    Aegis
      Home Purchase Agreement:
      Collectively, the Seller Agreement dated July 28, 2004 and the Flow Addendum
      to
      Seller Agreement dated as of April 6, 2005, each listed in Exhibit E hereto
      and
      each between the Seller and Aegis.

     

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

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Aggregate
      Voting Interests:
      The
      aggregate of the Voting Interests of all the Certificates under this
      Agreement.

     

    Agreement:
      This
      Trust Agreement and all amendments or supplements hereto.

     

    Amount
      Held for Future Distribution:
      As to
      any Distribution Date, the aggregate amount held in the Custodial Accounts
      at
      the close of business on the related Determination Date on account of (i)
      Principal Prepayments received after the related Prepayment Period and
      Liquidation Proceeds and Subsequent Recoveries received in the month of such
      Distribution Date and (ii) all Scheduled Payments due after the related Due
      Date.

     

    Applied
      Loss Amount:
      As to
      any Distribution Date, with respect to the Class M-1, Class M-2, Class M-3,
      Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class OC Certificates,
      the excess, if any, of (i) the aggregate Class Principal Balances of the Class
      A-1, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class
      B-4, Class B-5 and Class OC Certificates, after giving effect to all Realized
      Losses during the Due Period for such Distribution Date and payments of
      principal on such Distribution Date over (ii) the aggregate Stated Principal
      Balance of the Mortgage Loans for such Distribution Date.

     

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

     

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument, in
      recordable form, sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect the sale of the Mortgage to
      the
      Trustee, which assignment, notice of transfer or equivalent instrument may
      be in
      the form of one or more blanket assignments covering the Mortgage Loans secured
      by Mortgaged Properties located in the same jurisdiction, if permitted by law;
      provided,
      however,
      that
      neither the Trustee nor the related Custodian shall be responsible for
      determining whether any such assignment is in recordable form or sufficient
      under the laws of the applicable jurisdiction to reflect the sale of the
      Mortgage to the Trustee.

     

    Assignment
      of Proprietary Lease:
      With
      respect to a Cooperative Loan, an assignment of the Proprietary Lease sufficient
      under the laws of the jurisdiction wherein the related Cooperative Unit is
      located to reflect the assignment of such Proprietary Lease; provided,
      however,
      that
      neither the Trustee nor the related Custodian shall be responsible for
      determining whether such assignment is sufficient to reflect the assignment
      of
      the Proprietary Lease.

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Assignment
      of Recognition Agreement:
      With
      respect to a Cooperative Loan, an assignment of the Recognition Agreement
      sufficient under the laws of the jurisdiction wherein the related Cooperative
      Unit is located to reflect the assignment of such Recognition Agreement;
provided,
      however,
      that
      the neither the Trustee nor the related Custodian shall be responsible for
      determining whether such assignment is sufficient to reflect the assignment
      of
      the Recognition Agreement.

     

    Auction
      Administrator:
      The
      Trustee, or any successor in interest, or if any successor trustee shall be
      appointed as herein provided, then such successor trustee.

     

    Auction
      Date:
      As
      defined in Section 7.01(b).

     

    Auction
      Purchaser:
      As
      defined in Section 7.01(b).

     

    Auction
      Sale:
      As
      defined in Section 7.01(b).

     

    Authenticating
      Agent:
      Any
      authenticating agent appointed pursuant to Section 6.10 until any successor
      authenticating agent for the Certificates is named, and thereafter
“Authenticating Agent” shall mean any such successor. The initial Authenticating
      Agent shall be the Trustee under this Agreement.

     

    Authorized
      Officer:
      Any
      Person who may execute an Officer’s Certificate on behalf of the
      Depositor.

     

    Available
      Distribution Amount:
      For any
      Distribution Date, the sum of the following amounts:

     

    (1)           the
      total amount of all cash received by or on behalf of the Servicer with respect
      to the Mortgage Loans or received by the Trustee by such Distribution Date
      and
      not previously distributed (including Liquidation Proceeds, condemnation
      proceeds and Insurance Proceeds), except:

     

    
      	 	
              ·

            	
              all
                scheduled payments of principal and related interest collected on
                the
                Mortgage Loans but due on a date after the related Due
                Date;

            


    

     

    
      	 	
              ·

            	
              all
                partial Principal Prepayments received with respect to the Mortgage
                Loans
                after the related Prepayment Period, together with all related interest
                accrued on such Mortgage Loans;

            


    

     

    
      	 	
              ·

            	
              all
                Prepayment Penalties received in connection with the Mortgage
                Loans;

            


    

     

    
      	 	
              ·

            	
              all
                Principal Prepayments in full received with respect to the Mortgage
                Loans
                after the related Prepayment Period, together with all related interest
                accrued on such Mortgage Loans;

            


    

     

    
      	 	
              ·

            	
              Liquidation
                Proceeds, condemnation proceeds and Insurance Proceeds received on
                the
                Mortgage Loans after the previous calendar
                month;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              all
                amounts reimbursable or payable to the Servicer pursuant to the terms
                of
                the Servicing Agreement or to the Trustee and/or the Custodians pursuant
                to the terms of this Agreement or the Custodial Agreements (which
                shall,
                in each case, reduce the Interest Remittance Amount before reducing
                the
                principal portion of the Available Distribution
                Amount);

            


    

     

    
      	 	
              ·

            	
              reinvestment
                income on the balance of funds, if any, in the Custodial Accounts
                or
                Distribution Account; 

            


    

     

    
      	 	
              ·

            	
              any
                fees payable to the Servicer (which
                shall reduce the Interest Remittance Amount before reducing the principal
                portion of the Available Distribution Amount);
                and

            


    

     

    
      	 	
              ·

            	
              the
                Class P Distribution Amount.

            


    

     

    (2)           all
      P&I Advances on the Mortgage Loans made by the Servicer for that
      Distribution Date; 

     

    (3)           any
      Compensating Interest Payments with respect to the Mortgage Loans for that
      Distribution Date;

     

    (4)           the
      total amount of any cash deposited in the distribution account in connection
      with the repurchase of any Mortgage Loans by the Seller pursuant to this
      Agreement or the Mortgage Loan Purchase Agreement or the related Originator
      pursuant to the related Acknowledgement; and

     

    (5)           all
      Subsequent Recoveries received by the Servicer with respect to the Mortgage
      Loans during the related Prepayment Period.

     

    Bankruptcy:
      As to
      any Person, the making of an assignment for the benefit of creditors, the filing
      of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent,
      the entry of an order for relief in a bankruptcy or insolvency proceeding,
      the
      seeking of reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief, or seeking, consenting to or acquiescing in
      the
      appointment of a trustee, receiver or liquidator, dissolution, or termination,
      as the case may be, of such Person pursuant to the provisions of either the
      Bankruptcy Code or any other similar state laws.

     

    Bankruptcy
      Code:
      The
      United States Bankruptcy Code of 1986, as amended.

     

    Basis
      Risk Carry Forward Amount:
      With
      respect to any Class of LIBOR Certificates and any Distribution Date on which
      the Pass-Through Rate for that Class of Certificates is limited to the Net
      WAC
      Cap, an amount equal to the sum of (i) the excess of (x) the amount of interest
      such Class of Certificates would have been entitled to receive on such
      Distribution Date at the related Pass-Through Rate (calculated for this
      purpose without regard to the Net WAC Cap for such Distribution Date) over
      (y) the amount of interest accrued on such Distribution Date at the Net WAC
      Cap
      plus (ii) the related Basis Risk Carry Forward Amount for the previous
      Distribution Date not previously distributed together with interest thereon
      at a
      rate equal to the related Pass-Through Rate (calculated for this purpose without
      regard to the Net WAC Cap) for such Class of Certificates for the most recently
      ended Interest Accrual Period.

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Book-Entry
      Certificates:
      Beneficial interests in Certificates designated as “Book-Entry Certificates” in
      this Agreement, ownership and transfers of which shall be evidenced or made
      through book entries by a Clearing Agency as described in Section 3.09;
provided,
      that
      after
      the occurrence of a Book-Entry Termination whereupon book-entry registration
      and
      transfer are no longer permitted and Definitive Certificates are to be issued
      to
      Certificate Owners, such Book-Entry Certificates shall no longer be “Book-Entry
      Certificates.” The Classes of Certificates that constitute “Book-Entry
      Certificates” as of the Closing Date are set forth in the Preliminary
      Statement.

     

    Book-Entry
      Termination:
      The
      date on which the Clearing Agency is no longer willing or able to properly
      discharge its responsibilities with respect to the Book Entry Certificates,
      and
      the Depositor is unable to locate a qualified successor.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday or (ii) a day on which banks of
      any of the states of California, New York, New Jersey or any other state in
      which the Corporate Trust Office of the Trustee is located, are authorized
      or
      obligated by law or executive order to be closed.

     

    Certificate:
      Any one
      of the certificates signed by the Trustee and authenticated by the Trustee
      as
      Authenticating Agent in substantially the forms attached hereto as
      Exhibit A.

     

    Certificate
      Balance:
      With
      respect to any Certificate other than a Class OC Certificate at any date, the
      maximum dollar amount of principal to which the Holder thereof is then entitled
      hereunder, such amount being equal to the principal balance as of the Closing
      Date (A) plus any Subsequent Recoveries added to the Certificate Balance of
      such
      Certificate pursuant to Section 5.03, (B) minus
      the sum
      of (i) all distributions of principal previously made with respect thereto
      and
      (ii) with respect to the Subordinated Certificates only, all Applied Loss
      Amounts allocated thereto and all other reductions in Certificate Balance
      previously allocated thereto pursuant to Section 5.03.

     

    Certificate
      Owner:
      With
      respect to a Book-Entry Certificate, the Person who is the owner of such
      Book-Entry Certificate, as reflected on the books of the Clearing Agency, or
      on
      the books of a Person maintaining an account with such Clearing Agency (directly
      or as an indirect participant, in accordance with the rules of such Clearing
      Agency).

     

    Certificate
      Register and Certificate Registrar:
      The
      register maintained and the registrar appointed pursuant to Section 3.02.
      The initial Certificate Registrar is the Trustee under this
      Agreement.

     

    Certificateholder:
      The
      meaning provided in the definition of “Holder.”

     

    Charged-off
      Loan:
      As of
      any date of determination, any Mortgage Loan that was delinquent in payment
      for
      a period of 180 days or more as of the last calendar day of the month
      immediately preceding the month in which such date of determination occurs,
      without giving effect to any grace period permitted by the related Mortgage
      Note, provided, however, that with respect to any such Mortgage Loan, (i) an
      equity analysis performed by the Servicer supports charge-off over foreclosure,
      (ii) the related Mortgaged Property has not become REO Property, (iii) there
      are
      no active foreclosure or other loss mitigation activities and (iv) nothing
      has
      come to the attention of the Servicer indicating that any such Mortgage Loan,
      at
      the time of its origination, violated any applicable federal, state or local
      law
      or regulation, including, without limitation, usury, truth-in-lending, consumer
      credit protection and privacy, equal credit opportunity, disclosure or predatory
      and abusive lending laws, applicable to the origination and servicing of such
      Mortgage Loan.

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

     

    Class
      A Interest Distribution Amount:
      For the
      Senior Certificates and any Distribution Date, the sum of (x) interest accrued
      on the Class Principal Balance for such Distribution Date for the Senior
      Certificates and (y) Interest Carry Forward Amounts, if any, for such
      Distribution Date for the Senior Certificates.

     

    Class
      A Principal Distribution Amount:
      With
      respect to any Distribution Date (i) prior to the Stepdown Date or on or after
      the Stepdown Date if a Trigger Event is in effect, the Principal Distribution
      Amount or (ii) on or after the Stepdown Date if a Trigger Event is not in effect
      for that Distribution Date, the lesser of: 

     

    
      	 	
              ·

            	
              the
                Principal Distribution Amount for that Distribution Date; and
                

            


    

     

    
      	 	
              ·

            	
              the
                excess (if any) of (A) the aggregate Class Principal Balance of the
                Senior
                Certificates immediately prior to that Distribution Date over (B)
                the
                lesser of (i) the aggregate Stated Principal Balance of the Mortgage
                Loans
                as of the last day of the related Due Period multiplied by 37.60%
                and (ii)
                the amount, if any, by which (x) the aggregate Stated Principal Balance
                of
                the Mortgage Loans as of the last day of the related Due Period exceeds
                (y) the Overcollateralization Target
                Amount.

            


    

     

    Class
      B Certificates:
      The
      Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
      Certificates.

     

    Class
      B-1 Principal Distribution Amount:
      With
      respect to the Class B-1 Certificates and any Distribution Date (i) prior to
      the
      Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect
      for that Distribution Date, the Principal Distribution Amount for that
      Distribution Date remaining after distribution of the Class A Principal
      Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
      M-2
      Principal Distribution Amount and the Class M-3 Principal Distribution Amount,
      or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for
      that Distribution Date, the lesser of:

     

    the
      Principal Distribution Amount for that Distribution Date remaining after
      distribution of the Class A Principal Distribution Amount, the Class M-1
      Principal Distribution Amount, the Class M-2 Principal Distribution Amount
      and
      the Class M-3 Principal Distribution Amount; and 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    the
      excess (if any) of (A) the sum of (1) the Class Principal Balance of the Class
      B-1 Certificates immediately prior to that Distribution Date and (2) the
      aggregate Class Principal Balance of the Class A and Class M Certificates (after
      taking into account the payment of the Class A Principal Distribution Amount,
      Class M-1 Principal Distribution Amount, Class M-2 Principal Distribution Amount
      and Class M-3 Principal Distribution Amount for such Distribution Date) over
      (B)
      the lesser of (i) the aggregate Stated Principal Balance of the Mortgage Loans
      as of the last day of the related Due Period multiplied by 78.10% and (ii)
      the
      amount, if any, by which (x) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period exceeds (y) the
      Overcollateralization Floor Amount.

    


    Class
      B-2 Principal Distribution Amount:
      With
      respect to the Class B-2 Certificates and any Distribution Date (i) prior to
      the
      Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect
      for that Distribution Date, the Principal Distribution Amount for that
      Distribution Date remaining after distribution of the Class A Principal
      Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
      M-2
      Principal Distribution Amount, the Class M-3 Principal Distribution Amount
      and
      the Class B-1 Principal Distribution Amount or (ii) on or after the Stepdown
      Date if a Trigger Event is not in effect for that Distribution Date, the lesser
      of:

     

    the
      Principal Distribution Amount for that Distribution Date remaining after
      distribution of the Class A Principal Distribution Amount, the Class M-1
      Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
      the
      Class M-3 Principal Distribution Amount and the Class B-1 Principal Distribution
      Amount; and 

    


    the
      excess (if any) of (A) the sum of (1) the Class Principal Balance of the Class
      B-2 Certificates immediately prior to that Distribution Date and (2) the
      aggregate Class Principal Balance of the Class A, Class M and Class B-1
      Certificates (after taking into account the payment of the Class A Principal
      Distribution Amount, Class M-1 Principal Distribution Amount, Class M-2
      Principal Distribution Amount, Class M-3 Principal Distribution Amount and
      Class
      B-1 Principal Distribution Amount for such Distribution Date) over (B) the
      lesser of (i) the aggregate Stated Principal Balance of the Mortgage Loans
      as of
      the last day of the related Due Period multiplied by 80.60% and (ii) the amount,
      if any, by which (x) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period exceeds (y) the
      Overcollateralization Floor Amount.

    


    Class
      B-3 Principal Distribution Amount:
      With
      respect to the Class B-3 Certificates and any Distribution Date (i) prior to
      the
      Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect
      for that Distribution Date, the Principal Distribution Amount for that
      Distribution Date remaining after distribution of the Class A Principal
      Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
      M-2
      Principal Distribution Amount, the Class M-3 Principal Distribution Amount,
      the
      Class B-1 Principal Distribution Amount and the Class B-2 Principal Distribution
      Amount or (ii) on or after the Stepdown Date if a Trigger Event is not in effect
      for that Distribution Date, the lesser of:

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    


    the
      Principal Distribution Amount for that Distribution Date remaining after
      distribution of the Class A Principal Distribution Amount, the Class M-1
      Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
      the
      Class M-3 Principal Distribution Amount, the Class B-1 Principal Distribution
      Amount and the Class B-2 Principal Distribution Amount; and 

    


    the
      excess (if any) of (A) the sum of (1) the Class Principal Balance of the Class
      B-3 Certificates immediately prior to that Distribution Date and (2) the
      aggregate Class Principal Balance of the Class A, Class M, Class B-1 and Class
      B-2 Certificates (after taking into account the payment of the Class A Principal
      Distribution Amount, Class M-1 Principal Distribution Amount, Class M-2
      Principal Distribution Amount, Class M-3 Principal Distribution Amount, Class
      B-1 Principal Distribution Amount and Class B-2 Principal Distribution Amount
      for such Distribution Date) over (B) the lesser of (i) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period multiplied by 83.40% and (ii) the amount, if any, by which (x) the
      aggregate Stated Principal Balance of the Mortgage Loans as of the last day
      of
      the related Due Period exceeds (y) the Overcollateralization Floor
      Amount.

    


    Class
      B-4 Principal Distribution Amount:
      With
      respect to the Class B-4 Certificates and any Distribution Date (i) prior to
      the
      Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect
      for that Distribution Date, the Principal Distribution Amount for that
      Distribution Date remaining after distribution of the Class A Principal
      Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
      M-2
      Principal Distribution Amount, the Class M-3 Principal Distribution Amount,
      the
      Class B-1 Principal Distribution Amount, the Class B-2 Principal Distribution
      Amount and the Class B-3 Principal Distribution Amount or (ii) on or after
      the
      Stepdown Date if a Trigger Event is not in effect for that Distribution Date,
      the lesser of:

     

    the
      Principal Distribution Amount for that Distribution Date remaining after
      distribution of the Class A Principal Distribution Amount, the Class M-1
      Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
      the
      Class M-3 Principal Distribution Amount, the Class B-1 Principal Distribution
      Amount, the Class B-2 Principal Distribution Amount and the Class B-3 Principal
      Distribution Amount; and 

    


    the
      excess (if any) of (A) the sum of (1) the Class Principal Balance of the Class
      B-4 Certificates immediately prior to that Distribution Date and (2) the
      aggregate Class Principal Balance of the Class A, Class M, Class B-1, Class
      B-2
      and Class B-3 Certificates (after taking into account the payment of the Class
      A
      Principal Distribution Amount, Class M-1 Principal Distribution Amount, Class
      M-2 Principal Distribution Amount, Class M-3 Principal Distribution Amount,
      Class B-1 Principal Distribution Amount, Class B-2 Principal Distribution Amount
      and Class B-3 Principal Distribution Amount for such Distribution Date) over
      (B)
      the lesser of (i) the aggregate Stated Principal Balance of the Mortgage Loans
      as of the last day of the related Due Period multiplied by 86.80% and (ii)
      the
      amount, if any, by which (x) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period exceeds (y) the
      Overcollateralization Floor Amount.

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    Class
      B-5 Principal Distribution Amount:
      With
      respect to the Class B-5 Certificates and any Distribution Date (i) prior to
      the
      Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect
      for that Distribution Date, the Principal Distribution Amount for that
      Distribution Date remaining after distribution of the Class A Principal
      Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
      M-2
      Principal Distribution Amount, the Class M-3 Principal Distribution Amount,
      the
      Class B-1 Principal Distribution Amount, the Class B-2 Principal Distribution
      Amount, the Class B-3 Principal Distribution Amount and the Class B-4 Principal
      Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event
      is
      not in effect for that Distribution Date, the lesser of:

     

    the
      Principal Distribution Amount for that Distribution Date remaining after
      distribution of the Class A Principal Distribution Amount, Class M-1 Principal
      Distribution Amount, Class M-2 Principal Distribution Amount, Class M-3
      Principal Distribution Amount, Class B-1 Principal Distribution Amount, Class
      B-2 Principal Distribution Amount, Class B-3 Principal Distribution Amount
      and
      Class B-4 Principal Distribution Amount; and 

    


    the
      excess (if any) of (A) the sum of (1) the Class Principal Balance of the Class
      B-5 Certificates immediately prior to that Distribution Date and (2) the
      aggregate Class Principal Balance of the Class A, Class M, Class B-1, Class
      B-2,
      Class B-3 and Class B-4 Certificates (after taking into account the payment
      of
      the Class A Principal Distribution Amount, Class M-1 Principal Distribution
      Amount, Class M-2 Principal Distribution Amount, Class M-3 Principal
      Distribution Amount, Class B-1 Principal Distribution Amount, Class B-2
      Principal Distribution Amount, Class B-3 Principal Distribution Amount and
      Class
      B-4 Principal Distribution Amount for such Distribution Date) over (B) the
      lesser of (i) the aggregate Stated Principal Balance of the Mortgage Loans
      as of
      the last day of the related Due Period multiplied by 89.30% and (ii) the amount,
      if any, by which (x) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period exceeds (y) the
      Overcollateralization Floor Amount.


     

    Class
      M Certificates:
      The
      Class M-1, Class M-2 and Class M-3 Certificates.

     

    Class
      M-1 Principal Distribution Amount:
      With
      respect to the Class M-1 Certificates and any Distribution Date (i) prior to
      the
      Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect
      for that Distribution Date, the Principal Distribution Amount for that
      Distribution Date remaining after distribution of the Class A Principal
      Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event
      is
      not in effect for that Distribution Date, the lesser of:

     

    the
      Principal Distribution Amount for that Distribution Date remaining after
      distribution of the Class A Principal Distribution Amount; and

    


    the
      excess (if any) of (A) the sum of (1) the Class Principal Balance of the Class
      M-1 Certificates immediately prior to that Distribution Date and (2) the Class
      Principal Balance of the Class A-1 Certificates (after taking into account
      the
      payment of the Class A Principal Distribution Amount for such Distribution
      Date)
      over (B) the lesser of (i) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period multiplied by 57.10%
      and (ii) the amount, if any, by which (x) the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period exceeds
      (y)
      the Overcollateralization Floor Amount.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


     

    Class
      M-2 Principal Distribution Amount:
      With
      respect to the Class M-2 Certificates and any Distribution Date (i) prior to
      the
      Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect
      for that Distribution Date, the Principal Distribution Amount for that
      Distribution Date remaining after distribution of the Class A Principal
      Distribution Amount and the Class M-1 Principal Distribution Amount or (ii)
      on
      or after the Stepdown Date if a Trigger Event is not in effect for that
      Distribution Date, the lesser of: 

     

    the
      Principal Distribution Amount for that Distribution Date remaining after
      distribution of the Class A Principal Distribution Amount and the Class M-1
      Principal Distribution Amount; and

    


    the
      excess (if any) of (A) the sum of (1) the Class Principal Balance of the Class
      M-2 Certificates immediately prior to that Distribution Date and (2) the
      aggregate Class Principal Balance of the Class A-1 and Class M-1 Certificates
      (after taking into account the payment of the Class A Principal Distribution
      Amount and the Class M-1 Principal Distribution Amount for such Distribution
      Date) over (B) the lesser of (i) the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the last day of the related Due Period multiplied by 70.30%
      and (ii) the amount, if any, by which (x) the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period exceeds
      (y)
      the Overcollateralization Floor Amount.

    


    Class
      M-3 Principal Distribution Amount:
      With
      respect to the Class M-3 Certificates and any Distribution Date (i) prior to
      the
      Stepdown Date or on or after the Stepdown Date if a Trigger Event is in effect
      for that Distribution Date, the Principal Distribution Amount for that
      Distribution Date remaining after distribution of the Class A Principal
      Distribution Amount, the Class M-1 Principal Distribution Amount and the Class
      M-2 Principal Distribution Amount or (ii) on or after the Stepdown Date if
      a
      Trigger Event is not in effect for that Distribution Date, the lesser
      of:

     

    the
      Principal Distribution Amount for that Distribution Date remaining after
      distribution of the Class A Principal Distribution Amount, the Class M-1
      Principal Distribution Amount and the Class M-2 Principal Distribution Amount;
      and 

    


    the
      excess (if any) of (A) the sum of (1) the Class Principal Balance of the Class
      M-3 Certificates immediately prior to that Distribution Date and (2) the
      aggregate Class Principal Balance of the Class A-1, Class M-1 and Class M-2
      Certificates (after taking into account the payment of the Class A Principal
      Distribution Amount, the Class M-1 Principal Distribution Amount and Class
      M-2
      Principal Distribution Amount for such Distribution Date) over (B) the lesser
      of
      (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last
      day of the related Due Period multiplied by 73.70% and (ii) the amount, if
      any,
      by which (x) the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the last day of the related Due Period exceeds (y) the Overcollateralization
      Floor Amount.

    
      
        
        

      

      
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    Class
      OC Certificates:
      As
      specified in the Preliminary Statement.

     

    Class
      OC Distributable Amount:
      With
      respect to any Distribution Date and the Class OC Certificates, the excess,
      if
      any, of (x) the sum of (i) the amount of interest accrued during the related
      Accrual Period at the related Pass-Through Rate on the Class Principal Balance
      for such Distribution Date and (ii) the Overcollateralization Release Amount,
      if
      any, for such Distribution Date, over (y) the Overcollateralization Increase
      Amount, if any, for such Distribution Date.

     

    Class
      P Distribution Amount:
      For
      each Distribution Date, an amount equal to the total of all Prepayment Penalties
      received by the Trustee from the Servicer on the Mortgage Loans in the prior
      Due
      Period. 

     

    Class
      Principal Balance:
      With
      respect to any Class of Certificates other than the Class OC Certificates and
      as
      to any date of determination, the aggregate of the Certificate Balances of
      all
      Certificates of such Class as of such date. With respect to the Class OC
      Certificates and any Distribution Date, the Overcollateralized Amount as of
      that
      Distribution Date.

     

    Clearing
      Agency:
      An
      organization registered as a “clearing agency” pursuant to Section 17A of
      the Exchange Act. As of the Closing Date, the Clearing Agency shall be The
      Depository Trust Company.

     

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

     

    Closing
      Date:
      July
      28, 2006.

     

    CLTV: 
      As of
      any date and as to any Second Lien Loan, the ratio, expressed as a percentage,
      of the (a) sum of (i) the outstanding principal balance of such Second Lien
      Loan
      and (ii) the outstanding principal balance as of such date of any mortgage
      loan
      or mortgage loans that are senior or equal in priority to such Second Lien
      Loan
      and which are secured by the same Mortgaged Property to (b) the appraised value
      of the Mortgaged Property.

     

    Code:
      The
      Internal Revenue Code of 1986, as amended, and as it may be further amended
      from
      time to time, any successor statutes thereto, and applicable U.S. Department
      of
      Treasury regulations issued pursuant thereto in temporary or final
      form.

     

    Compensating
      Interest Payment:
      As to
      any Distribution Date, an amount equal to the aggregate amount of any Prepayment
      Interest Shortfalls required to be paid by the Servicer with respect to such
      Distribution Date pursuant to the Servicing Agreement. 

     

    Consent:
      A
      document executed by the Cooperative Corporation (i) consenting to the sale
      of
      the Cooperative Unit to the Mortgagor and (ii) certifying that all maintenance
      charges relating to the Cooperative Unit have been paid.

     

    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.

    
      
        
        

      

      
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    Cooperative
      Loan:
      A
      Mortgage Loan secured by Cooperative Shares and a Proprietary Lease, if
      any.

     

    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
      shares of the Cooperative Corporation.

     

    Cooperative
      Shares:
      Shares
      issued by a Cooperative Corporation.

     

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

     

    Corporate
      Trust Office:
      With
      respect to the Trustee, LaSalle Bank National Association, 135 South LaSalle
      Street, Suite 1625, Chicago, Illinois 60603 Attention: Global Securities and
      Trust Services/Morgan Stanley Mortgage Loan Trust 2006-10SL, or such other
      address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor or the principal corporate trust office of
      any
      successor Trustee. 

     

    Custodial
      Account:
      Each
      custodial account (other than an Escrow Account) established and maintained
      by
      the Servicer pursuant to a Servicing Agreement.

     

    Custodial
      Agreement:
      The
      Custodial Agreements listed on Exhibit F, as each such agreement may be amended
      or supplemented from time to time as permitted hereunder and
      thereunder.

     

    Custodian:
      A
      Person who is at anytime appointed by the Trustee, the Seller or the Depositor
      as a custodian of the Mortgage Documents and the Trustee Mortgage Files. The
      initial Custodian under this Agreement is LaSalle. “Custodian” shall refer to
      each Custodian or all Custodians, as the context requires.

     

    Cut-off
      Date:
      July 1,
      2006.

     

    Cut-off
      Date Pool Principal Balance:
      $300,315,389.24.

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, the Stated Principal Balance thereof as of the close of
      business on the Cut-off Date.

     

    Decision
      One:
      Decision One Mortgage Company, LLC.

     

    Decision
      One Mortgage Loan:
      Each
      Mortgage Loan originated by Decision One and listed on the Mortgage Loan
      Schedule. 

     

    Decision
      One Home Purchase Agreement:
      The
      Fourth Amended and Restated Mortgage Loan Purchase and Warranties Agreement
      dated as of May 1, 2006, listed in Exhibit E hereto and each between the Seller
      and Decision One.

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Debt
      Service Reduction:
      With
      respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
      in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
      Mortgage Loan which became final and non-appealable, except such a reduction
      resulting from a Deficient Valuation or any reduction that results in a
      permanent forgiveness of principal.

     

    Defective
      Mortgage Loan:
      The
      meaning specified in Section 2.05(b).

     

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

     

    Definitive
      Certificate:
      A
      Certificate of any Class issued in definitive, fully registered, certificated
      form. As of the Closing Date the Classes of Certificates being issued as
“Definitive Certificates” are set forth in the Preliminary
      Statement.

     

    Delay
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Deleted
      Mortgage Loan:
      A
      Mortgage Loan that is repurchased, or replaced or to be replaced with a
      Replacement Mortgage Loan.

     

    Delinquent:
      For
      reporting purposes, a Mortgage Loan is “delinquent” when any payment
      contractually due thereon has not been made by the close of business on the
      Due
      Date therefor. Such Mortgage Loan is “30 days Delinquent” if such payment has
      not been received by the close of business on the corresponding day of the
      month
      immediately succeeding the month in which such payment was first due, or, if
      there is no such corresponding day (e.g., as when a 30-day month follows a
      31-day month in which a payment was due on the 31st day of such month), then
      on
      the last day of such immediately succeeding month. Similarly for “60 days
      Delinquent” and the second immediately succeeding month and “90 days Delinquent”
and the third immediately succeeding month.

     

    Depositor:
      Morgan
      Stanley Capital I Inc., a Delaware corporation having its principal place of
      business in New York, or its successors in interest.

     

    Determination
      Date:
      With
      respect to the Servicer, the “Determination Date” set forth in the Servicing
      Agreement.

     

    Disqualified
      Organization:
      A
“disqualified organization” as defined in Section 860E(e)(5) of the
      Code.

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Trustee pursuant to
      Section 4.01. Funds in the Distribution Account (exclusive of any earnings
      on investments made with funds deposited in the Distribution Account) shall
      be
      held in trust for the Certificateholders for the uses and purposes set forth
      in
      this Agreement.

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Distribution
      Account Deposit Date:
      With
      respect to the Servicer, not later than 1:00 p.m., New York time, on the 18th
      day of each calendar month after the initial issuance of the Certificates or,
      if
      such 18th day is not a Business Day, the immediately following Business Day,
      commencing in August 2006.

     

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

     

    Due
      Date:
      With
      respect to any Mortgage Loan, the date on which a Scheduled Payment is due
      under
      the related Mortgage Note as indicated in the related Servicing
      Agreement.

     

    Due
      Period:
      As to
      any Distribution Date, the period beginning on the second day of the month
      preceding the month of such Distribution Date, and ending on the first day
      of
      the month of such Distribution Date.

     

    Eligible
      Account:
      Any of
      (i) an account or accounts maintained with a federal or state chartered
      depository institution or trust company the short-term unsecured debt
      obligations of which (or, in the case of a depository institution or trust
      company that is the principal subsidiary of a holding company, the debt
      obligations of such holding company) have the highest short-term ratings of
      each
      Rating Agency at the time any amounts are held on deposit therein, or
      (ii) an account or accounts in a depository institution or trust company in
      which such accounts are insured by the FDIC or the SAIF (to the limits
      established by the FDIC or the SAIF) and the uninsured deposits in which
      accounts are otherwise secured such that, as evidenced by an Opinion of Counsel
      delivered to the Trustee and to each Rating Agency, the Certificateholders
      have
      a claim with respect to the funds in such account or a perfected first priority
      security interest against any collateral (which shall be limited to Permitted
      Investments) securing such funds that is superior to claims of any other
      depositors or creditors of the depository institution or trust company in which
      such account is maintained, or (iii) a trust account or accounts maintained
      with the trust department of a federal or state chartered depository institution
      or trust company, acting in its fiduciary capacity or (iv) any other
      account acceptable to each Rating Agency, as evidenced by a signed writing
      delivered by each Rating Agency. Eligible Accounts may bear interest, and may
      include, if otherwise qualified under this definition, accounts maintained
      with
      the Trustee or the Paying Agent.

     

    Eligible
      Institution:
      An
      institution having the highest short-term debt rating, and one of the two
      highest long-term debt ratings of the Rating Agencies or the approval of the
      Rating Agencies.

     

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

     

    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of an Underwriter’s Exemption.

     

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

     

    Escrow
      Account:
      With
      respect to each Mortgage Loan, as defined in Article I of the Servicing
      Agreement.

    
      
        
        

      

      
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    Estoppel
      Letter:
      A
      document executed by the Cooperative Corporation certifying, with respect to
      a
      Cooperative Unit, (i) the appurtenant Proprietary Lease will be in full force
      and effect as of the date of issuance thereof, (ii) the related stock
      certificate was registered in the Mortgagor’s name and the Cooperative
      Corporation has not been notified of any lien upon, pledge of, levy of execution
      on or disposition of such stock certificate, and (iii) the Mortgagor is not
      in
      default under the appurtenant Proprietary Lease and all charges due the
      Cooperative Corporation have been paid.

     

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

     

    Extra
      Principal Distribution Amount:
      For any
      Distribution Date, the lesser of (i) the Net Monthly Excess Cashflow for such
      Distribution Date and (ii) the Overcollateralization Increase
      Amount.

     

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

     

    FNBA:
      First
      National Bank of Nevada.

     

    FNBA
      Mortgage Loan:
      Each
      Mortgage Loan originated by FNBA and listed on the Mortgage Loan Schedule.
      

     

    FNBA
      Home Purchase Agreement:
      The
      Second Amended and Restated Master Mortgage Loan Purchase and Warranties
      Agreement dated as of April 1, 2006, listed in Exhibit E hereto and each between
      the Seller and FNBA.

     

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

     

    FHLMC:
      The
      Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
      United States created and existing under Title III of the Emergency Home
      Finance Act of 1970, as amended, or any successor thereto.

     

    Global
      Securities:
      The
      global certificates representing the Book-Entry Certificates.

     

    GMAC:
      GMAC
      Mortgage Corporation.

     

    Holder:
      The
      registered owner of any Certificate as recorded on the books of the Certificate
      Registrar except that, solely for the purposes of taking any action or giving
      any consent pursuant to this Agreement, any Certificate registered in the name
      of the Depositor, the Trustee and the Servicer, or any Affiliate thereof shall
      be deemed not to be outstanding in determining whether the requisite percentage
      necessary to effect any such consent has been obtained, except that, in
      determining whether the Trustee shall be protected in relying upon any such
      consent, only Certificates that a Responsible Officer of the Trustee knows
      to be
      so owned shall be disregarded. The Trustee may request and conclusively rely
      on
      certifications by the Depositor or the Servicer in determining whether any
      Certificates are registered to an Affiliate of the Depositor or the
      Servicer.

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    HUD:
      The
      United States Department of Housing and Urban Development, or any successor
      thereto.

     

    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. 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 financial interest
      in such other Person or any Affiliate of such other Person, and (c) is not
      connected with such other Person or any Affiliate of such other Person as an
      officer, employee, promoter, underwriter, trustee, partner, director or Person
      performing similar functions.

     

    Initial
      Optional Purchase Date:
      The
      first Distribution Date following the date on which the aggregate Stated
      Principal Balance of the Mortgage Loans is equal to or less than 10% of the
      aggregate Stated Principal Balance thereof as of the Cut-off Date. 

     

    Insurance
      Policy:
      With
      respect to any Mortgage Loan, any insurance policy, including all names and
      endorsements thereto in effect, including any replacement policy or policies
      for
      any Insurance Policies.

     

    Insurance
      Proceeds:
      Proceeds paid by any Insurance Policy (excluding proceeds required to be applied
      to the restoration and repair of the related Mortgaged Property or released
      to
      the Mortgagor), in each case other than any amount included in such Insurance
      Proceeds in respect of Insured Expenses.

     

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

     

    Interest
      Accrual Period:
      With
      respect to each Class of Delay Certificates, its corresponding Subsidiary REMIC
      Regular Interest and any Distribution Date, the calendar month prior to the
      month of such Distribution Date. With respect to any Class of Non-Delay
      Certificates, its corresponding Subsidiary REMIC Regular Interest and any
      Distribution Date, the one month period commencing on and including the
      Distribution Date in the month immediately preceding the month in which such
      Distribution Date occurs (or in the case of the Distribution Date in August
      2006, commencing on and including the Closing Date) and ending on the day
      immediately preceding such Distribution Date. Interest shall be calculated
      on
      each Class of Non-Delay Certificates based on the actual number of days elapsed
      in each Interest Accrual Period and a 360-day year. Interest shall be calculated
      on each Class of Delay Certificates based upon a 360-day year consisting of
      twelve 30-day months, and each Interest Accrual Period shall be deemed to have
      30 days.

     

    Interest
      Carry Forward Amount:
      With
      respect to any of the Class A-1, Class M-1, Class M-2, Class M-3, Class B-1,
      Class B-2, Class B-3, Class B-4 and Class B-5 Certificates and any Distribution
      Date, the amount, if any, by which the Interest Distribution Amount for such
      Class of Certificates for the immediately preceding Distribution Date exceeds
      the actual amount distributed on such Class in respect of interest on the
      immediately preceding Distribution Date, together with any Interest Carry
      Forward Amount with respect to such Class remaining unpaid from the previous
      Distribution Date, plus interest accrued thereon at the related Pass-Through
      Rate for the most recently ended Interest Accrual Period.

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Interest
      Determination Date:
      With
      respect to any Interest Accrual Period for any Class of LIBOR Certificates,
      the
      second Business Day prior to the first day of such Interest Accrual
      Period.

     

    Interest
      Distribution Amount:
      With
      respect to the Senior Certificates, the Class A Interest Distribution Amount.
      With respect to the Subordinated Certificates, the Subordinated Interest
      Distribution Amount.

     

    Interest
      Remittance Amount:
      For any
      Distribution Date, that portion of the Available Distribution Amount for such
      Distribution Date that represents interest received or advanced on the Mortgage
      Loans.

     

    LaSalle:
      LaSalle
      Bank National Association.

     

    Latest
      Possible Maturity Date:
      The
      Distribution Date in July 2041.

     

    LIBOR:
      The
      London interbank offered rate for one-month United States dollar deposits
      calculated in the manner described in Section 5.05.

     

    LIBOR
      Certificates:
      As
      specified in the Preliminary Statement.

     

    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.

     

    Liquidated
      Mortgage Loan:
      With
      respect to any Distribution Date, a Charged-Off Mortgage Loan, or a defaulted
      Mortgage Loan (including any REO Property) which was liquidated in the calendar
      month preceding the month of such Distribution Date, and as to which the
      Servicer has certified to the Trustee (in accordance with the Servicing
      Agreement) that it has received all amounts it expects to receive in connection
      with the liquidation of such Mortgage Loan including the final disposition
      of an
      REO Property.

     

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

     

    Loan-To-Value
      Ratio:
      With
      respect to any Mortgage Loan and as to any date of determination, the fraction
      (expressed as a percentage) the numerator of which is the principal balance
      of
      the related Mortgage Loan at such date of determination and the denominator
      of
      which is the Appraised Value of the related Mortgaged Property.

     

    Master
      REMIC:
      As
      described in the Preliminary Statement.

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Memorandum:
      The
      private placement memorandum to be dated July 20, 2006, relating to the Private
      Certificates.

     

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

     

    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.

     

    Minimum
      Auction Price:
      With
      respect to any Distribution Date on which an auction is being held, the sum
      of
      (a) 100% of the current aggregate Stated Principal Balance of the Mortgage
      Loans, plus accrued interest thereon, (b) the fair market value of any related
      REO Property in the Trust Fund, as determined by an appraiser selected by the
      Auction Administrator (in consultation with the Servicer) with the consent
      of
      the Depositor, and all other property in the Trust Fund being purchased
      (reduced, in the case of REO Property, by (1) reasonably anticipated disposition
      costs and (2) any amount by which the fair market value as so reduced exceeds
      the outstanding Stated Principal Balance of the related Mortgage Loan plus
      accrued interest thereon at the applicable Mortgage Rate), (c) any unreimbursed
      P&I Advances and Servicer Advances related to the Mortgage Loans, (d)
any
      amounts owed to the Trustee and the Custodians and not previously reimbursed
      and
      (e)
      any expenses incurred by the Auction Administrator relating to the auction
      process.

     

    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.

     

    Moody’s:
      Moody’s
      Investors Service, Inc., or any successor thereto. For purposes of Section
      10.07
      the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99
      Church Street, New York, New York 10007, Attention: Residential Pass-Through
      Monitoring, or such other address as Moody’s may hereafter furnish to the
      Depositor or the Trustee.

     

    Mortgage:
      A
      mortgage, deed of trust or other instrument encumbering a fee simple interest
      in
      real property securing a Mortgage Note, together with improvements
      thereto.

     

    Mortgage
      Documents:
      With
      respect to each Mortgage Loan, the mortgage documents required to be delivered
      to the Custodian pursuant to the applicable Custodial Agreement.

     

    Mortgage
      Loan:
      A
      Mortgage and the related notes or other evidences of indebtedness secured by
      each such Mortgage conveyed, transferred, sold, assigned to or deposited with
      the Trustee pursuant to Section 2.01 (including any REO Property),
      including without limitation, each Mortgage Loan listed on the Mortgage Loan
      Schedule, as amended from time to time. Any Released Mortgage Loan shall not
      be
      considered a Mortgage Loan subject to this Agreement.

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Mortgage
      Loan Auction Price:
      The
      price, calculated as set forth in Section 7.01(b), to be paid in connection
      with
      the purchase of the Mortgage Loans by the Auction Purchaser.

     

    Mortgage
      Loan Schedule:
      The
      schedule of Mortgage Loans setting forth the following information with respect
      to each Mortgage Loan as of the close of business on the Cut-off Date: (1)
      the
      applicable Originator’s Mortgage Loan identifying number; (2) the Mortgagor’s
      name; (3) the street address of the Mortgaged Property including the city,
      state
      and zip code; (4) a code indicating whether the Mortgagor is self-employed;
      (5)
      a code indicating whether the Mortgaged Property is owner-occupied; (6) the
      number and type of residential units constituting the Mortgaged Property; (7)
      the original months to maturity or the remaining months to maturity from the
      Cut-off Date, in any case based on the original amortization schedule and,
      if
      different, the maturity expressed in the same manner but based on the actual
      amortization schedule; (8) with respect to each Second Lien Loan, the CLTV
      at
      origination; (9) the Mortgage Interest Rate as of the related Cut-off Date;
      (10)
      the day of the month on which the Monthly Payment is due on the Mortgage Loan
      and, if such date is not consistent with the Due Date currently in effect,
      such
      Due Date; (11) the stated maturity date; (12) the first payment date; (13)
      the
      amount of the Monthly Payment as of the Cut-off Date; (14) the last payment
      date
      on which a payment was actually applied to the outstanding principal balance;
      (15) the original principal amount of the Mortgage Loan; (16) the principal
      balance of the Mortgage Loan as of the close of business on the Cut-off Date,
      after deduction of payments of principal due and collected on or before the
      Cut-off Date; (17) delinquency status as of the Cut-off Date; (18) the type
      of
      Mortgage Loan (i.e., fixed or adjustable rate Mortgage Loan, first or Second
      Lien Loan); (19) a code indicating the purpose of the loan (i.e., purchase,
      rate
      and term refinance, equity take-out refinance); (20) a code indicating the
      documentation style (i.e., full, alternative or reduced); (21) asset
      verification (Y/N); (22) the loan credit classification (as described in the
      Underwriting Guidelines); (23) whether such Mortgage Loan provides for a
      Prepayment Penalty and, if applicable, the Prepayment Penalty Period; (24)
      the
      Mortgage Interest Rate as of origination; (25) the credit risk score (FICO
      score); (26) the date of origination; (27) a code indicating whether the
      Mortgage Loan is categorized as a Home Loan pursuant to Appendix E of Standard
      & Poor’s LEVELS® Glossary, as in effect from time to time; (28) the
      applicable Custodian; (29) the Due Date for the first Monthly Payment; (30)
      the
      original Monthly Payment due; (31) a code indicating the Primary Insurance
      Policy provider and percentage of coverage, if applicable; (32) Appraised Value;
      (33) appraisal type; (34) automated valuation model (AVM); (35) appraisal date;
      (36) with respect the related Mortgagor, the debt-to-income ratio and any other
      information reasonably requested by the Trustee; and (37) the MERS
      Identification Number, if any. With respect to the Mortgage Loans in the
      aggregate, the Mortgage Loan Schedule shall set forth the following information,
      as of the related Cut-off Date: (1) the number of Mortgage Loans; (2) the
      current aggregate outstanding principal balance of the Mortgage Loans; (3)
      the
      weighted average Mortgage Interest Rate of the Mortgage Loans and (4) the
      weighted average maturity of the Mortgage Loans.

     

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

     

    Mortgaged
      Property:
      The
      underlying property, which, with respect to a Cooperative Loan, is the related
      Cooperative Shares and Proprietary Lease.

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Mortgage
      Rate:
      As to
      any Mortgage Loan, the annual rate of interest borne by the related Mortgage
      Notes.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Net
      Liquidation Proceeds:
      With
      respect to any Liquidated Mortgage Loan or any other disposition of related
      Mortgaged Property, the related Liquidation Proceeds net of Servicer Advances,
      P&I Advances, Servicing Fees and any other accrued and unpaid servicing fees
      received and retained in connection with the liquidation of such Mortgage Loan
      or Mortgaged Property.

     

    Net
      Monthly Excess Cashflow:
      For any
      Distribution Date, the excess, if any, of (x) the Available Distribution Amount
      for the Distribution Date over (y) the sum for the Distribution Date of the
      aggregate of the Interest Distribution Amounts payable to the holders of the
      Certificates and the Principal Distribution Amount.

     

    Net
      Mortgage Rate:
      With
      respect to any Mortgage Loan and any Distribution Date, the related Mortgage
      Rate as of the Due Date in the month preceding the month of such Distribution
      Date reduced by the Servicing Fee Rate for such Mortgage Loan.

     

    Net
      Prepayment Interest Shortfalls:
      As to
      any Distribution Date, the amount by which the aggregate of Prepayment Interest
      Shortfalls exceeds the Compensating Interest Payments for such Distribution
      Date.

     

    Net
      WAC Cap:
      For any
      Distribution Date, a per annum rate (adjusted on the basis of a 360-day year
      and
      the actual number of days in the related Interest Accrual Period) equal to
      the
      Weighted Average Net Mortgage Rate of the Mortgage Loans as of the first day
      of
      the month preceding the month in which such Distribution Date occurs, not
      including any Mortgage Loan for which a prepayment in full was received after
      such first day and distributed on the preceding Distribution Date.

     

    Non-Book-Entry
      Certificate:
      Any
      Certificate other than a Book-Entry Certificate.

     

    Non-Delay
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Non-permitted
      Foreign Holder:
      As
      defined in Section 3.03(f).

     

    Non-U.S.
      Person:
      Any
      person other than a “United States person” within the meaning of
      Section 7701(a)(30) of the Code.

     

    Nonrecoverable
      Advance:
      Any
      portion of a P&I Advance or Servicer Advance previously made or proposed to
      be made by the Servicer (as certified in an Officer’s Certificate of the
      Servicer), which in the good faith judgment of such party, shall not be
      ultimately recoverable by the Servicer from the related Mortgagor, related
      Liquidation Proceeds or otherwise.

     

    Offered
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Offering
      Document:
      The
      Prospectus or the Memorandum, as applicable.

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Officer’s
      Certificate:
      A
      certificate signed by two Authorized Officers of the Depositor, and delivered
      to
      the Trustee.

     

    Officer’s
      Certificate of the Servicer:
      A
      certificate (i) signed by the Chairman of the Board, the Vice Chairman of
      the Board, the President, a Managing Director, a Vice President (however
      denominated), an Assistant Vice President, the Treasurer, the Secretary, or
      one
      of the Assistant Treasurers or Assistant Secretaries of the Servicer, or
      (ii) if provided for herein, signed by a Servicing Officer, as the case may
      be, and delivered to the Trustee.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, reasonably acceptable in form and substance to
      the
      Trustee and who may be in-house or outside counsel to the Depositor or the
      Trustee but which must be Independent outside counsel with respect to any such
      opinion of counsel concerning the transfer of any Residual Certificate or
      concerning certain matters with respect to ERISA, or the taxation, or the
      federal income tax status, of each REMIC.

     

    Originator:
      Any one
      of Aames, Aegis, Decision One or FNBA, as applicable.

     

    Overcollateralization
      Floor Amount:
      For
      any
      Distribution Date, an amount equal to $1,492,716.

     

    Overcollateralization
      Increase Amount:
      With
      respect to any Distribution Date, the amount, if any, by which the
      Overcollateralization Target Amount exceeds the Overcollateralized Amount for
      such Distribution Date (calculated for this purpose only after assuming that
      100% of the Principal Distribution Amount on such Distribution Date has been
      distributed).

     

    Overcollateralization
      Release Amount:
      For any
      Distribution Date, the lesser of (1) the Principal Distribution Amount and
      (2)
      the excess of (a) the Overcollateralized Amount over (b) the
      Overcollateralization Target Amount. In addition, in connection with the final
      distribution on the Class A-1, Class M-1, Class M-2, Class M-3, Class B-1,
      Class
      B-2, Class B-3, Class B-4 and Class B-5 Certificates pursuant to Section 7.02
      hereof, the Overcollateralization Release Amount for the related Distribution
      Date shall also include the excess, if any of, (a) the purchase price paid
      for
      the Mortgage Loans and any REO Properties pursuant to Section 7.01 hereof,
      less
      any costs incurred by the Trust Fund in connection with the liquidation thereof
      pursuant to Section 7.02 hereof, over (b) the amount distributed on the Class
      A-1, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class
      B-4
      and Class B-5 Certificates on such Distribution Date.

     

    Overcollateralization
      Target Amount:
      With
      respect to any Distribution Date (a) prior to the Stepdown Date will equal
      the
      product of (x) 5.35% and (y) the Cut-off Date Pool Principal Balance, (b) on
      or
      after the Stepdown Date and on which a Trigger Event is not in
      effect, shall equal the greater of (i) product of (x) 10.70% and (y) the
      aggregate Stated Principal Balance of the Mortgage Loans as of such Distribution
      Date and (ii) the Overcollateralization Floor Amount and (c) on or after the
      Stepdown Date and on which a Trigger Event is in effect, the
      Overcollateralization Target Amount for the immediately preceding Distribution
      Date.

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Overcollateralized
      Amount:
      As of
      the Closing Date will be an amount equal to $15,983,145. With respect to any
      Distribution Date following the Closing Date, the amount by which the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period exceeds the aggregate Class Principal Balances of the Class A-1,
      Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class
      B-4
      Certificates after taking into account all payments of principal on such
      Distribution Date.

     

    P&I
      Advances:
      With
      respect to a Mortgage Loan, the payments required to be made by the Servicer
      with respect to any Distribution Date pursuant to the Servicing Agreement,
      the
      amount of any such payment being equal to the aggregate of the payments of
      principal and interest (net of the applicable Servicing Fee and net of any
      net
      income in the case of any REO Property) on the Mortgage Loans (other than
      Charged-off Loans or Released Mortgage Loans) that were due on the related
      Due
      Date and not received as of the Business Day immediately preceding the
      Distribution Account Deposit Date, less the aggregate amount of any such
      delinquent payments that the Servicer has determined would constitute
      Nonrecoverable Advances if advanced.

     

    Pass-Through
      Margin:
      For
      each of the Class A-1, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2
      and
      Class B-3 Certificates and the Interest Accrual Period related to each
      Distribution Date, as follows: 

     

    
      	 	
              (1)

            	 	
              (2)

            
	
              Class
                A-1

            	
              0.130

            	 	
              0.260

            
	
              Class
                M-1

            	
              0.340

            	 	
              0.510

            
	
              Class
                M-2

            	
              0.500

            	 	
              0.750

            
	
              Class
                M-3

            	
              0.600

            	 	
              0.900

            
	
              Class
                B-1

            	
              1.100

            	 	
              1.650

            
	
              Class
                B-2

            	
              1.300

            	 	
              1.950

            
	
              Class
                B-3

            	
              2.400

            	 	
              3.600

            


    

    __________

    
      	 	
              (1)

            	
              For
                the Interest Accrual Period for each Distribution Date occurring
                on or
                prior to the Initial Optional Purchase
                Date.

            


    

    
      	 	
              (2)

            	
              For
                each Interest Accrual Period following the Initial Optional Purchase
                Date.

            


    

    


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

     

    Paying
      Agent:
      Any
      paying agent appointed pursuant to Section 3.08. The initial Paying Agent
      shall be the Trustee under this Agreement.

     

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

     

    Permitted
      Investments:
      At any
      time, any one or more of the following obligations and securities:

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

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

     

    (ii)           general
      obligations of or obligations guaranteed by any state of the United States
      or
      the District of Columbia receiving the highest long-term debt rating of each
      Rating Agency, or such lower rating as shall not result in the downgrading
      or
      withdrawal of the ratings then assigned to the Certificates by the Rating
      Agencies, as evidenced by a signed writing delivered by each Rating
      Agency;

     

    (iii)           commercial
      or finance company paper which is then receiving the highest commercial or
      finance company paper rating of each Rating Agency rating such paper, or such
      lower rating as shall not result in the downgrading or withdrawal of the ratings
      then assigned to the Certificates by the Rating Agencies, as evidenced by a
      signed writing delivered by each Rating Agency;

     

    (iv)           certificates
      of deposit, demand or time deposits, or bankers’ acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States or of any state thereof and subject to supervision and examination
      by federal and/or state banking authorities, provided that the commercial paper
      and/or long-term unsecured debt obligations of such depository institution
      or
      trust company (or in the case of the principal depository institution in a
      holding company system, the commercial paper or long-term unsecured debt
      obligations of such holding company, but only if Moody’s is not the applicable
      Rating Agency) are then rated one of the two highest long-term and the highest
      short-term ratings of each Rating Agency for such securities, or such lower
      ratings as shall not result in the downgrading or withdrawal of the ratings
      then
      assigned to the Certificates by the Rating Agencies, as evidenced by a signed
      writing delivered by each Rating Agency;

     

    (v)           demand
      or time deposits or certificates of deposit issued by any bank or trust company
      or savings institution to the extent that such deposits are fully insured by
      the
      FDIC;

     

    (vi)           guaranteed
      reinvestment agreements issued by any bank, insurance company or other
      corporation acceptable to the Rating Agencies at the time of the issuance of
      such agreements, as evidenced by a signed writing delivered by each Rating
      Agency;

     

    (vii)           repurchase
      obligations with respect to any security described in clauses (i) and (ii)
      above, in either case entered into with a depository institution or trust
      company (acting as principal) described in clause (iv) above;

     

    (viii)           securities
      (other than stripped bonds, stripped coupons or instruments sold at a purchase
      price in excess of 115% of the face amount thereof) bearing interest or sold
      at
      a discount issued by any corporation incorporated under the laws of the United
      States or any state thereof which, at the time of such investment, have one
      of
      the two highest ratings of each Rating Agency (except if the Rating Agency
      is
      Moody’s, such rating shall be the highest commercial paper rating of Moody’s for
      any such series), or such lower rating as shall not result in the downgrading
      or
      withdrawal of the ratings then assigned to the Certificates by the Rating
      Agencies, as evidenced by a signed writing delivered by each Rating
      Agency;

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (ix)           interests
      in any money market fund which at the date of acquisition of the interests
      in
      such fund and throughout the time such interests are held in such fund has
      the
      highest applicable rating by each Rating Agency rating such fund or such lower
      rating as shall not result in a change in the rating then assigned to the
      Certificates by each Rating Agency, as evidenced by a signed writing delivered
      by each Rating Agency, including funds for which the Trustee or any of its
      Affiliates is investment manager or adviser;

     

    (x)           short-term
      investment funds sponsored by any trust company or national banking association
      incorporated under the laws of the United States or any state thereof which
      on
      the date of acquisition has been rated by each applicable Rating Agency in
      their
      respective highest applicable rating category or such lower rating as shall
      not
      result in a change in the rating then specified stated maturity and bearing
      interest or sold at a discount acceptable to each Rating Agency as shall not
      result in the downgrading or withdrawal of the ratings then assigned to the
      Certificates by the Rating Agencies, as evidenced by a signed writing delivered
      by each Rating Agency; and

     

    (xi)           such
      other investments having a specified stated maturity and bearing interest or
      sold at a discount acceptable to the Rating Agencies as shall not result in
      the
      downgrading or withdrawal of the ratings then assigned to the Certificates
      by
      the Rating Agencies, as evidenced by a signed writing delivered by each Rating
      Agency;

     

    provided,
      that no such instrument shall be a Permitted Investment if (i) such
      instrument evidences the right to receive interest only payments with respect
      to
      the obligations underlying such instrument or (ii) such instrument would
      require the Depositor to register as an investment company under the Investment
      Company Act of 1940, as amended.

     

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

     

    Plan:
      Any
      employee benefit plan or other plan or arrangement subject to Section 406 of
      ERISA or Section 4975 of the Code, including individual retirement accounts
      and
      annuities, Keough plans or collective investment funds and such plans, accounts
      or arrangements are invested.

     

    Plan
      Asset Regulations:
      The
      Department of Labor regulations set forth in 29 C.F.R. §2510.3-101.

     

    Pool
      Assets:
      The
      Mortgage Loans, any REO Property and any other property remaining in the Trust
      Fund.

     

    Prepayment
      Interest Excess Amount:
      With
      respect to any Principal Prepayment in full that is applied to the related
      Mortgage Loan from the first day of the month of any Distribution Date through
      the fifteenth day of the month of such Distribution Date, all amounts paid
      in
      respect of interest on such Principal Prepayment in full. A Prepayment Interest
      Excess Amount cannot result from a Principal Prepayment in part, but only from
      a
      Principal Prepayment in full.

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Prepayment
      Interest Shortfall:
      With
      respect to each Mortgage Loan, the amount of the shortfall in interest payable
      on such Mortgage Loan that occurs as a result of the prepayment by the related
      Mortgagor of such Mortgage Loan calculated in accordance with formula set forth
      in the Servicing Agreement.

     

    Prepayment
      Penalty:
      As to a
      Mortgage Loan, any premium, penalty or charge payable by a Mortgagor in
      connection with certain partial prepayments and all prepayments in full made
      within the related Prepayment Penalty Period, the Prepayment Penalties with
      respect to each applicable Mortgage Loan so held by the Trust Fund being
      identified in the Prepayment Penalty Schedule.

     

    Prepayment
      Penalty Period:
      As to
      any Mortgage Loan, the period of time during which a Prepayment Penalty may
      be
      imposed.

     

    Prepayment
      Penalty Schedule:
      As of
      any date, the list of Prepayment Penalties included in the Trust Fund on that
      date (including the Prepayment Penalty summary attached thereto). The Prepayment
      Penalty Schedule shall set forth the following information with respect to
      each
      Prepayment Penalty:

     

    the
      Mortgage Loan account number;

     

    a
      code
      indicating the type of Prepayment Penalty;

     

    the
      state
      of origination in which the related Mortgage Property is located;

     

    the
      first
      date on which a monthly payment is or was due under the related Mortgage
      Note;

     

    the
      term
      of the Prepayment Penalty;

     

    the
      original principal amount of the related Mortgage Loan; and

     

    the
      Cut-off Date Principal Balance of the related Mortgage Loan.

     

    The
      Prepayment Penalty Schedule shall be amended from time to time by the Seller
      in
      accordance with this Agreement. For the avoidance of doubt, the Trustee shall
      have no duty or responsibility with respect to the Prepayment Penalty Schedule
      or to verify, recomputed, recalculate or confirm the amount of Prepayment
      Penalties remitted to it by the Servicer.

     

    Prepayment
      Period:
      With
      respect to any Mortgage Loan and the Distribution Date in August 2006, the
      calendar month immediately preceding the month in which such Distribution Date
      occurs plus, in the case of any voluntary prepayment in full, the period from
      and including August 1, 2006 to and including August 15, 2006. With respect
      to
      any Mortgage Loan and each Distribution Date following the Distribution Date
      in
      August 2006, (1) for any principal prepayment in part or any involuntary
      principal prepayment in full on any Mortgage Loan, the calendar month
      immediately preceding the month in which such Distribution Date occurs, and
      (2)
      for any voluntary principal prepayment in full, the period beginning on the
      sixteenth day of the month preceding the month of such Distribution Date through
      and including the fifteenth day of the month in which such Distribution Date
      occurs.

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    Principal
      Distribution Amount:
      For any
      Distribution Date, the sum
      of 

     

    (i)
      the
      principal portion of all Scheduled Payments on the Mortgage Loans due during
      the
      related Due Period, whether or not received on or prior to the related
      Determination Date; 

     

    (ii)
      the
      principal portion of all proceeds received in respect of the repurchase of
      a
      Mortgage Loan (or, in the case of a substitution, certain amounts representing
      a
      principal adjustment as required by this Agreement during the related Prepayment
      Period; and 

     

    (iii)
      the
      principal portion of all other unscheduled collections, including Insurance
      Proceeds, condemnation proceeds, Liquidation Proceeds and all partial Principal
      Prepayments and Principal Prepayments in full, received during the related
      Prepayment Period, to the extent applied as recoveries of principal on the
      Mortgage Loans, provided, that in no event will the Principal Distribution
      Amount with respect to any Distribution Date be (x) less than zero or (y)
      greater than the then outstanding aggregate Class Principal Balance of the
      Class
      A-1, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class
      B-4
      and Class B-5 Certificates.

     

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

     

    Private
      Certificate:
      As
      specified in the Preliminary Statement.

     

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

     

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

     

    Prospectus:
      The
      prospectus supplement dated July 20, 2006, together with the accompanying
      prospectus dated March 14, 2006, relating to the Certificates.

     

    Purchase
      Agreement:
      Each
      mortgage loan purchase and warranties agreement, as amended by the related
      Acknowledgement, listed in Exhibit E hereto, as such agreement may be
      amended or supplemented from time to time as permitted hereunder.

     

    Purchase
      Date:
      As
      defined in Section 7.01(c).

     

    Purchase
      Price:
      With
      respect to any Mortgage Loan required or permitted to be purchased by the Seller
      or Depositor pursuant to this Agreement, or by the related Originator pursuant
      to the related Purchase Agreement, an amount equal to the sum of (i) 100%
      of the unpaid principal balance of the Mortgage Loan on the date of such
      purchase and (ii) accrued interest thereon at the applicable Net Mortgage
      Rate from the date through which interest was last paid by the Mortgagor to
      the
      Due Date in the month in which the Purchase Price is to be distributed to
      Certificateholders, or such other amount as may be specified in the related
      Purchase Agreement and (iii) costs and damages incurred by the Trust Fund and
      Trustee in connection with a repurchase pursuant to Section 2.05 hereof that
      arises out of a violation of any predatory or abusive lending law with respect
      to the related Mortgage Loan.

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Rating
      Agency:
      Each of
      the Rating Agencies specified in the Preliminary Statement. If any such
      organization or a successor is no longer in existence, “Rating Agency” shall be
      such nationally recognized statistical rating organization, or other comparable
      Person, as is designated by the Depositor, notice of which designation shall
      be
      given to the Trustee. References herein to a given rating category of a Rating
      Agency shall mean such rating category without giving effect to any
      modifiers.

     

    Realized
      Loss:
      With
      respect to each Liquidated Mortgage Loan, an amount (not less than zero or
      more
      than the Stated Principal Balance of the related Mortgage Loan) as of the date
      of such liquidation, equal to (i) the Stated Principal Balance of such Mortgage
      Loan remaining outstanding (after all recoveries of principal have been applied
      thereto) and the principal portion of P&I Advances made by the Servicer with
      respect to such Mortgage Loan which have been reimbursed from Liquidation
      Proceeds plus (ii) the accrued interest on such Mortgage Loan remaining unpaid
      and the interest portion of P&I Advances made by the Servicer with respect
      to such Mortgage Loan which have been reimbursed from Liquidation Proceeds.
      With
      respect to each Mortgage Loan which has become the subject of a Deficient
      Valuation, if the principal amount due under the related Mortgage Note has
      been
      reduced, the difference between the principal balance of the Mortgage Loan
      outstanding immediately prior to such Deficient Valuation and the principal
      balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect
      to each Mortgage Loan which has become the subject of a Debt Service Reduction
      and any Distribution Date, the amount, if any, by which the principal portion
      of
      the related Scheduled Payment has been reduced.

     

    To
      the
      extent the Servicer receives Subsequent Recoveries with respect to any Mortgage
      Loan, the amount of the Realized Loss with respect to that Mortgage Loan will
      be
      offset by such Subsequent Recoveries.

     

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

     

    Record
      Date:
      As to
      any Distribution Date (i) with respect to the Non-Delay Certificates, the last
      Business Day preceding such Distribution Date (or the Closing Date, in the
      case
      of the first Distribution Date) unless such Certificates shall no longer be
      Book-Entry Certificates, in which case the Record Date shall be the last
      Business Day of the month preceding the month of such Distribution Date and
      (ii)
      in the case of the Delay Certificates (including the Non-Delay Certificates
      that
      are subsequently reissued as Definitive Certificates), the last Business Day
      of
      the month preceding the month of each Distribution Date.

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Redemption
      Price:
      With
      respect to any Distribution Date, the sum of (a) 100% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the related Due Date (after giving
      effect to Principal Prepayments received in the related Prepayment Period),
      (b)
      the fair market value of any related REO Property and (c) all amounts
      (including, without limitation, all previously unreimbursed P&I Advances and
      Servicer Advances and accrued and unpaid Servicing Fees ) payable or
      reimbursable to the Trustee and the Servicer pursuant to this Agreement and
      the
      Servicing Agreement, to each Custodian under the related Custodial Agreement
      (to
      the extent such amounts are not paid to such Custodian by the
      Seller).

     

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

     

    Regular
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Regulation
      AB:
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB),
      17 C.F.R. §§229.1100-229.1123, as such may be amended from time to
      time, and subject to such clarification and interpretation as have been provided
      by the Commission in the adopting release (Asset-Backed Securities, Securities
      Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
      by the staff of the Commission, or as may be provided by the Commission or
      its
      staff from time to time. 

     

    Released
      Mortgage Loan:
      As of
      any transfer date as set forth in the Servicing Agreement, any Mortgage Loan
      that was delinquent in payment for a period of time equal to the later to occur
      of (i) 210 days or more or (ii) 30 days or more after such Mortgage Loan became
      a Charged-off Loan, in each case as of the last calendar day of the month
      immediately preceding the month in which such transfer date occurs, without
      giving effect to any grace period permitted by the related Mortgage Note, and
      for which foreclosure proceedings have not been initiated and reported by the
      Servicer to the Trustee as a “Released Mortgage Loan.”

     

    Released
      Mortgage Transferee:
      Initially, Morgan Stanley Capital Inc., and its successors and
      assigns.

     

    Relief
      Act:
      The
      Servicemembers Civil Relief Act (formerly known as the Soldiers’ and Sailors’
Civil Relief Act of 1940), as amended, and any similar state laws.

     

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

     

    REMIC:
      Each
      pool of assets in the Trust Fund designated as a REMIC as described in the
      Preliminary Statement.

     

    REMIC
      Provisions:
      The
      provisions of the federal income tax law relating to real estate mortgage
      investment conduits, which appear at Sections 860A through 860G of the
      Code, and related provisions, and regulations, including proposed regulations
      and rulings, and administrative pronouncements promulgated thereunder, as the
      foregoing may be in effect from time to time.

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    REO
      Property:
      A
      Mortgaged Property acquired by the Trust Fund through foreclosure or
      deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan or
      otherwise treated as having been acquired pursuant to the REMIC
      Provisions.

     

    Replacement
      Mortgage Loan:
      A
      mortgage loan substituted by an Originator or the Seller for a Deleted Mortgage
      Loan which must, on the date of such substitution, as confirmed in a
      certification by the Seller to the Trustee (i) have a Stated Principal Balance,
      after deduction of all Scheduled Payments due in the month of substitution,
      not
      in excess of the Stated Principal Balance of the Deleted Mortgage Loan, (ii)
      have a Mortgage Rate not less than (and not more than two percentage points
      greater than) the Mortgage Rate of the Deleted Mortgage Loan, (iii) have a
      remaining term to maturity not greater than (and not more than one year less
      than) that of the Deleted Mortgage Loan, (iv) comply with all of the
      representations and warranties set forth in the related Purchase Agreement
      and
      (v) shall be accompanied by an Opinion of Counsel that such Replacement
      Mortgage Loan would not adversely affect the REMIC status of any REMIC created
      hereunder or would not otherwise be prohibited by this Agreement.

     

    Residual
      Certificate:
      The
      Class R Certificates.

     

    Responsible
      Officer:
      With
      respect to the Trustee, any officer in the corporate trust department or similar
      group of the Trustee with direct responsibility for the administration of this
      Agreement and also, with respect to a particular corporate trust matter, any
      other officer to whom such matter is referred because of his or her knowledge
      of
      and familiarity with the particular subject. 

     

    Restricted
      Global Security:
      As
      defined in Section 3.01(c).

     

    SAIF:
      The
      Saving’s Association Insurance Fund, or any successor thereto.

     

    S&P:
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. If S&P
      is designated as a Rating Agency in the Preliminary Statement, for purposes
      of
      Section 10.07 the address for notices to S&P shall be Standard & Poor’s,
      55 Water Street, New York, New York 10041, Attention: Mortgage Surveillance
      Monitoring, or such other address as S&P may hereafter furnish to the
      Depositor.

     

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

     

    Second
      Lien Loan:
      A
      Mortgage Loan secured by a second lien Mortgage on the related Mortgaged
      Property.

     

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

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    Security
      Agreement:
      The
      agreement creating a security interest in the stock allocated to a dwelling
      until in the Cooperative Corporation that was pledged to secure such Cooperative
      Loan and the related Proprietary Lease.

     

    Seller:
      Morgan
      Stanley Mortgage Capital Inc., a New York corporation.

     

    Senior
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Senior
      Credit Support Depletion Date:
      The
      date on which the Class Principal Balance of each Class of Subordinated
      Certificates has been reduced to zero.

     

    Senior
      Enhancement Percentage:
      For any
      Distribution Date and the Senior Certificates, the percentage obtained by
      dividing (x) the sum of (i) the aggregate Class Principal Balance of the
      Subordinated Certificates and (ii) the Overcollateralized Amount by (y) the
      aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
      related Due Period, calculated after taking into account distributions of
      principal on the Mortgage Loans and distribution of the Principal Distribution
      Amount to the holders of the Certificates then entitled to distributions of
      principal on such Distribution Date.

     

    Servicer:
      The
      Servicer under the Servicing Agreement, and its respective successors and
      assigns. As of the Closing Date, the Servicer of the Mortgage Loans shall be
      GMAC Mortgage Corporation. 

     

    Servicer
      Advance:
      A
“Servicer Advance” or “Servicing Advance” as defined in the Servicing
      Agreement.

     

    Servicing
      Agreement:
      As of
      the Closing Date, the Servicing Agreement listed in Exhibit E hereto between
      the
      Seller and GMAC
      Mortgage Corporation.

     

    Servicing
      Criteria:
      The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, which as of the
      Closing Date are listed on Exhibit V hereto. 

     

    Servicing
      Fee:
      As to
      any Distribution Date and each Mortgage Loan, an amount equal to the product
      of
      (a) one-twelfth of the related Servicing Fee Rate and (b) the Stated
      Principal Balance of such Mortgage Loan as of the first day of the related
      Due
      Period. No Servicing Fee will accrue with respect to any Charged-off Loan or
      any
      Released Mortgage Loan. 

     

    Servicing
      Fee Rate:
      With
      respect to each Mortgage Loan and any Distribution Date, the per annum rate
      specified in the related Servicing Agreement and on the Mortgage Loan
      Schedule.

     

    Servicing
      Officer:
      Any
      officer of the Servicer involved in, or responsible for, the administration
      and
      servicing of the Mortgage Loans whose name and facsimile signature appear on
      a
      list of servicing officers furnished to the Trustee by the Servicer on the
      Closing Date pursuant to the Servicing Agreement, as such list may from time
      to
      time be amended.

     

    Startup
      Day:
      The day
      designated as such pursuant to Section 9.01(b) hereof.

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    Stated
      Principal Balance:
      As to
      any Mortgage Loan and Due Date, the unpaid principal balance of such Mortgage
      Loan as of such Due Date as specified in the amortization schedule at the time
      relating thereto (before any adjustment to such amortization schedule by reason
      of any moratorium or similar waiver or grace period) after giving effect to
      any
      previous partial Principal Prepayments and Liquidation Proceeds allocable to
      principal (other than with respect to any Liquidated Mortgage Loan) and to
      the
      payment of principal due on such Due Date and irrespective of any delinquency
      in
      payment by the related Mortgagor.

     

    Stepdown
      Date:
      The
      later to occur of (x) earlier to occur of (1) the Distribution Date immediately
      following the Distribution Date on which the aggregate Class Principal Balance
      of the Senior Certificates is reduced to zero and (2) the Distribution Date
      in
      August 2009 and (y) the first Distribution Date on which the Senior Enhancement
      Percentage (calculated for this purpose only after taking into account
      distributions of principal on the Mortgage Loans, but prior to any distribution
      of principal to the holders of the Certificates then entitled to
      distributions of principal on the Distribution Date) is greater than or equal
      to
      62.40%.

     

    Subcontractor:
      Any
      third-party or Affiliated vendor, subcontractor or other Person utilized by
      the
      Servicer, that is not responsible for the overall servicing (as “servicing” is
      commonly understood by participants in the mortgage-backed securities market)
      of
      Mortgage Loans but performs one or more discrete functions identified in Item
      1122(d) of Regulation AB with respect to Mortgage Loans. 

     

    Subordinated
      Certificates:
      As
      specified in the Preliminary Statement. 

     

    Subordinated
      Interest Distribution Amount:
      With
      respect to any Class of Subordinated Certificates and any Distribution Date,
      interest accrued during the related Interest Accrual Period on the related
      Class
      Principal Balance of that Class immediately prior to the Distribution Date
      at
      the Pass-Through Rate for that Class reduced (to an amount not less than zero),
      in the case of such Class, by the allocable share, if any, for that Class of
      (x)
      Prepayment Interest Shortfalls on the Mortgage Loans to the extent not covered
      by Compensating Interest Payments paid by the Servicer and (y) Relief Act
      Interest Shortfalls.

     

    Subsequent
      Recoveries:
      As to
      any Distribution Date, with respect to a Liquidated Mortgage Loan (other than
      a
      Released Mortgage Loan) that resulted in a Realized Loss in a prior calendar
      month, amounts received by the Trustee from the Servicer (net of any related
      expenses permitted to be reimbursed pursuant to Section 4.02) specifically
      related to such Liquidated Mortgage Loan.

     

    Subservicer:
      Any
      Person that services Mortgage Loans on behalf of the Servicer, as applicable,
      or
      any Subservicer and is responsible for the performance (whether directly or
      through Subservicers or Subcontractors) of a substantial portion of the material
      servicing functions required to be performed by the Servicer under the Servicing
      Agreement, with respect to some or all of the Mortgage Loans, that are
      identified in Item 1122(d) of Regulation AB. 

     

    Subservicing
      Account:
      As
      defined in the Servicing Agreement, 

     

    Subsidiary
      REMIC:
      As
      specified in the Preliminary Statement.

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    Subsidiary
      REMIC Interest:
      As
      specified in the Preliminary Statement.

     

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

     

    Substitution
      Adjustment Amount:
      As
      defined in the second paragraph of Section 2.05(c).

     

    Tax
      Matters Person:
      The
      person designated as “tax matters person” in the manner provided under Treasury
      regulation § 1.860F-4(d) and temporary Treasury regulation §301.6231(a)(7)1T.


     

    Tax
      Matters Person Certificate:
      The
      Class R Certificate with a Denomination of $0.01. 

     

    Three
      Month Rolling Average:
      With
      respect to the end of the Due Period related to any Distribution Date, the
      rolling 3 month average percentage of the aggregate Stated Principal Balance
      of
      the Mortgage Loans that are 60 or more days Delinquent (including Mortgage
      Loans
      in foreclosure, REO Property or discharged in bankruptcy).

     

    Trigger
      Event:
      With
      respect to any Distribution Date, a Trigger Event is in effect if (x) the Three
      Month Rolling Average with respect to the Mortgage Loans exceeds 12.75% of
      the
      Senior Enhancement Percentage for the prior Distribution Date, or (y) the
      aggregate amount of Realized Losses on the Mortgage Loans incurred since the
      Cut-off Date through the last day of the related Prepayment Period divided
      by
      the aggregate outstanding principal balance of the Mortgage Loans as of the
      Cut-off exceeds the applicable percentages set forth below with respect to
      such
      Distribution Date: 

     

     

     

     

     

     

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	
              Percentage

            
	 	 
	
              August
                2008 — July 2009

            	
              2.00%
                with respect to August 2008, plus an additional 0.20833% for each
                month
                thereafter

            
	 	 
	
              August
                2009 — July 2010

            	
              4.50%
                with respect to August 2009, plus an additional 0.20417% for each
                month
                thereafter

            
	 	 
	
              August
                2010 — July 2011

            	
              6.95%
                with respect to August 2010, plus an additional 0.16667% for each
                month
                thereafter

            
	 	 
	
              August
                2011 — July 2012

            	
              8.95%
                with respect to August 2011, plus an additional 0.07917% for each
                month
                thereafter

            
	 	 
	
              August
                2012 and thereafter

            	
              9.90%

            


    

     

    Trust
      Fund:
      The
      corpus of the trust created pursuant to this Agreement consisting of (i) the
      Mortgage Loans and all interest and principal received on or with respect
      thereto after the Cut-off Date (other than Scheduled Payments due on or prior
      to
      the Cut-off Date) to the extent not applied in computing the Cut-off Date
      Principal Balance thereof; (ii) all cash, instruments or property held or
      required to be held in the Custodial Accounts and the Distribution Account
      and
      all amounts deposited therein pursuant to the applicable provisions of this
      Agreement; (iii) property that secured a Mortgage Loan and has been acquired
      by
      foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Depositor’s
      rights assigned to the Trustee under the Purchase Agreements and Servicing
      Agreements, each as modified by the Acknowledgements, and under this Agreement
      and the Custodial Agreements; (v) all insurance policies related to the Mortgage
      Loans and any insurance proceeds; and (vi) all proceeds of the conversion,
      voluntary or involuntary, of any of the foregoing. 

     

    Trustee:
      LaSalle
      Bank National Association, a national banking association, organized under
      the
      laws of the United States, in its capacity as Trustee hereunder, and any Person
      succeeding the Trustee hereunder, or if any successor trustee or any co-trustee
      shall be appointed as herein provided, then such successor trustee and such
      co-trustee, as the case may be.

     

    Trustee
      Mortgage Files:
      With
      respect to each Mortgage Loan, the Mortgage Documents to be retained in the
      custody and possession of the Trustee or the applicable Custodian on behalf
      of
      the Trustee.

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    UCC:
      The
      Uniform Commercial Code as enacted in the relevant jurisdiction.

     

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

     

    Underwriter:
      As
      specified in the Preliminary Statement. 

     

    Unpaid
      Realized Loss Amount:
      For any
      of the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class
      B-4 or Class B-5 Certificates, the portion of any Realized Losses previously
      allocated to that Class remaining unpaid from prior Distribution
      Dates.

     

    Uniform
      Commercial Code:
      The
      Uniform Commercial Code as in effect in any applicable jurisdiction from time
      to
      time.

     

    Voting
      Interests:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions of this Agreement. At all
      times during the term of this Agreement, 98.00% of all Voting Interests shall
      be
      allocated to the Offered Certificates and the Class B4, Class B5 and Class
      R
      Certificates. The portion of such 98% of the Voting Interests allocated among
      the Offered Certificates and the Class B4 and Class B5 Certificates shall be
      based on the fraction, expressed as a percentage, the numerator of which is
      the
      aggregate Class Principal Balance of the Offered Certificates and the Class
      B4
      and Class B5 Certificates then outstanding and the denominator of which is
      the
      aggregate Stated Principal Balance of the Mortgage Loans. The portion of such
      98% of the Voting Interests allocated to the Class R Certificates shall equal
      one minus the percentage determined in accordance with the immediately preceding
      sentence. At all times during the term of this Agreement, 1.00% of all Voting
      Interests shall be allocated to each of the Class P and Class OC Certificates
      while they remain outstanding. To the extent required, Voting Interests shall
      be
      further allocated among the Classes of Certificates (and among the Certificates
      within each such Class) in proportion to their Class Principal Balances (or
      Certificate Balances) or Percentage Interests. 

     

    Weighted
      Average Net Mortgage Rate:
      As to
      any Distribution Date, the average of the Net Mortgage Rate of each Mortgage
      Loan, weighted on the basis of its Stated Principal Balance as of the end of
      the
      Prepayment Period related to the immediately preceding Distribution
      Date.

     


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II


     

    DECLARATION
      OF TRUST;

    ISSUANCE
      OF CERTIFICATES

     

    
      	 	
              Section
                2.01

            	
              Creation
                and Declaration of Trust Fund; Conveyance of Mortgage Loans. 

            


    

     

    (a)           Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      transfer, assign, set over, deposit with and otherwise convey to the Trustee,
      without recourse, subject to Sections 2.02 and 2.05, in trust, all the
      right, title and interest of the Depositor in and to the Trust Fund. Such
      conveyance includes, without limitation, (i) the Mortgage Loans, including
      the right to all payments of principal and interest received on or with respect
      to the Mortgage Loans on and after the Cut-off Date (other than Scheduled
      Payments due on or before such date), and all such payments due after such
      date
      but received prior to such date and intended by the related Mortgagors to be
      applied after such date; (ii) all of the Depositor’s right, title and
      interest in and to all amounts from time to time credited to and the proceeds
      of
      the Distribution Account, any Custodial Accounts or any Escrow Account
      established with respect to the Mortgage Loans; (iii) all of the rights and
      obligations of the Depositor as assignee of the Seller with respect to the
      Seller’s rights and obligations under the Purchase Agreements and Servicing
      Agreement pursuant to the Acknowledgements; (iv) all of the Depositor’s
      right, title or interest in REO Property and the proceeds thereof; (v) all
      of the Depositor’s rights under any Insurance Policies related to the Mortgage
      Loans; (vi) $100 (which amount has been delivered by the Depositor to the
      Trustee to be held in the Distribution Account until distributed to the Holders
      of the Class P Certificates pursuant to Section 5.02(d)); and (vii) if
      applicable, the Depositor’s security interest in any collateral pledged to
      secure the Mortgage Loans, including the Mortgaged Properties, to have and
      to
      hold, in trust; and the Trustee declares that, subject to the review provided
      for in Section 2.02, it has received and shall hold the Trust Fund, as
      trustee, in trust, for the benefit and use of the Holders of the Certificates
      and for the purposes and subject to the terms and conditions set forth in this
      Agreement, and, concurrently with such receipt, has caused to be executed,
      authenticated and delivered to or upon the order of the Depositor, in exchange
      for the Trust Fund, Certificates in the authorized denominations evidencing
      the
      entire ownership of the Trust Fund.

     

    The
      foregoing sale, transfer, assignment, set-over, deposit and conveyance does
      not
      and is not intended to result in the 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 therein.

     

    In
      connection with such transfer and assignment of the Mortgage Loans, each
      Custodian acting on the Trustee’s behalf, will continue to hold the applicable
      documents or instruments listed below with respect to each related Mortgage
      Loan
      (each, a “Trustee
      Mortgage File”)
      so
      transferred and assigned:

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (i)
      with
      respect to each Mortgage Loan, the original Mortgage Note endorsed without
      recourse in proper form to the order of the Trustee, or in blank (in each case,
      with all necessary intervening endorsements, as applicable);

     

    (ii)
      with
      respect to each Mortgage Loan (other than a Cooperative Loan) that is not a
      MERS
      Mortgage Loan, the original Mortgage with evidence of recording thereon, or
      if
      the original Mortgage has not yet been returned from the recording office,
      a
      copy of such Mortgage certified by the applicable Originator, title company,
      escrow agent or closing attorney to be a true copy of the original of the
      Mortgage which has been sent for recording in the appropriate jurisdiction
      in
      which the Mortgaged Property is located, and in the case of the each MERS
      Mortgage Loan, the original Mortgage, noting the presence of the MIN of the
      Mortgage Loans and either language indicating that the Mortgage Loan is a MOM
      Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM
      Loan at origination, the original Mortgage and the assignment thereof to MERS,
      with evidence of recording indicated thereon;

     

    (iii)
      with respect to each Mortgage Loan (other than a Cooperative Loan) that is
      not a
      MERS Mortgage Loan, the Assignment of Mortgage in form and substance acceptable
      for recording in the relevant jurisdiction, such assignment being either (A)
      in
      blank, without recourse, or (B) endorsed to “LaSalle Bank National Association,
      as Trustee of Morgan Stanley Mortgage Loan Trust 2006-10SL, Mortgage
      Pass-Through Certificates, without recourse”;

     

    (iv)
      with
      respect to each Mortgage Loan (other than a Cooperative Loan) that is not a
      MERS
      Mortgage Loan, the originals of all intervening assignments of the Mortgage,
      if
      any, with evidence of recording thereon, or if the original intervening
      assignment has not yet been returned from the recording office, a copy of such
      assignment certified by the applicable Originator, title company, escrow agent
      or closing attorney to be a true copy of the original of the assignment which
      has been sent for recording in the appropriate jurisdiction in which the
      Mortgaged Property is located;

     

    (v)
      with
      respect to each Mortgage Loan (other than a Cooperative Loan), the originals
      of
      all assumption, modification, consolidation or extension agreements, if any,
      with evidence of recording thereon;

     

    (vi)
      if
      any, with respect to each Mortgage Loan (other than a Cooperative Loan), the
      original policy of title insurance (or a true copy thereof) with respect to
      any
      such Mortgage Loan, or, if such policy has not yet been delivered by the
      insurer, the title commitment or title binder to issue same;

     

    (vii)
      if
      any, with respect to each Mortgage Loan (other than a Cooperative Loan), the
      original power of attorney and guaranty agreement with respect to such Mortgage
      Loan;

     

    (viii)
      with respect to each Mortgage Loan which constitutes a Cooperative
      Loan:

     

    (a)
      the
      original of any Security Agreement or similar document executed in connection
      with the Cooperative Loan;

     

    (b)
      the
      original Recognition Agreement and the original Assignment of Recognition
      Agreement;

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (c)
      UCC-1
      financing statements with recording information thereon from the appropriate
      governmental recording offices if necessary to perfect the security interest
      of
      the Cooperative Loan under the Uniform Commercial Code in the jurisdiction
      in
      which the Cooperative Property is located, accompanied by UCC-3 financing
      statements executed in blank for recordation of the change in the secured party
      thereunder;

     

    (d)
      an
      Estoppel Letter and/or Consent;

     

    (e)
      a
      search for (i) federal tax liens, mechanics’ liens, lis
      pendens,
      judgments of record or otherwise against (x) the Cooperative Corporation and
      (y)
      the seller of the Cooperative Unit, (ii) filings of financing statements and
      (iii) the deed of the cooperative project into the Cooperative
      Corporation;

     

    (f)
      the
      guaranty of the Mortgage Note and Cooperative Loan, if any; 

     

    (g)
      the
      original Proprietary Lease and the Assignment of Proprietary Lease executed
      by
      the Mortgagor in blank or if the Proprietary Lease has been assigned by the
      Mortgagor to the Seller, then the Seller must execute an assignment of the
      Assignment of Proprietary Lease in blank; and

     

    (h)
      if
      any, the original or certified copy of the certificates evidencing ownership
      of
      the Cooperative Shares issued by the Cooperative Corporation and related
      assignment of such certificates or an assignment of such Cooperative Shares,
      in
      blank, executed by the Mortgagor with such signature guaranteed.

     

    (ix)
      Any
      other document or instruments required to be delivered under the related
      Custodial Agreement.

     

    Notwithstanding
      the foregoing, in the event of any inconsistency between any provision of this
      Agreement and a provision of either Custodial Agreement, then the provision
      of
      the Custodial Agreement shall control.

     

    In
      addition, in connection with the assignment of any MERS Mortgage Loan, it is
      understood that the related Originator will cause the MERS® System to indicate
      that such Mortgage Loans have been assigned by the related Originator to the
      Trustee in accordance with this Agreement for the benefit of the
      Certificateholders by including (or deleting, in the case of Mortgage Loans
      which are repurchased in accordance with this Agreement) in such computer files
      the information required by the MERS® System to identify the series of
      Certificates issued in connection with such Mortgage Loans. It is further
      understood that the related Originator will not, and the Trustee hereby agrees
      that it will not alter the information referenced in this paragraph with respect
      to any Mortgage Loan during the term of this Agreement unless and until such
      Mortgage Loan is repurchased in accordance with the terms of this
      Agreement.

     

    (b)           In
      instances where a title insurance policy is required to be delivered to the
      applicable Custodian on behalf of the Trustee and is not so delivered, the
      Depositor will provide a copy of such title insurance policy to the applicable
      Custodian on behalf of the Trustee, as promptly as practicable after the
      execution and delivery hereof, but in any case within 180 days of the Closing
      Date.

    
      
        
        

      

      
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    (c)           For
      Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date
      and prior to the Closing Date, the Depositor, in lieu of delivering the above
      documents, herewith delivers such amount to the Trustee, and delivers to the
      Trustee and the applicable Custodian, 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
      pursuant to Section 4.01 have been so deposited. All original documents
      that are not delivered to the applicable Custodian on behalf of the Trustee
      shall be held by the related Originator in trust for the benefit of the Trustee
      and the Certificateholders.

     

    (d)           Neither
      the Depositor nor the Trust will acquire or hold any Mortgage Loan that would
      violate the representations made by the Seller set forth in clauses (iv) through
      (vi) of Section 2.05(b) hereof.

     

    
      	 	
              Section
                2.02

            	
              Acceptance
                of Trust Fund by Trustee; Review of Documentation for Trust
                Fund. 

            


    

     

    (a)           The
      Trustee, by execution and delivery hereof, acknowledges receipt by it of notice
      from each Custodian that each holds the documents identified in the Initial
      Certification in the form annexed to the applicable Custodial Agreement (the
      “Initial
      Certification”)
      pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule.


     

    (b)           Nothing
      in this Agreement shall be construed to constitute an assumption by the Trust
      Fund, the Trustee, the Custodians or the Certificateholders of any unsatisfied
      duty, claim or other liability on any Mortgage Loan or to any
      Mortgagor.

     

    (c)           Each
      of the parties hereto acknowledges that (i) each Custodian has delivered to
      the
      Depositor and the Trustee, the related Initial Certification, stating that
      it
      has performed the applicable review of the Mortgage Loans as required under
      the
      applicable Custodial Agreement on the Closing Date and (ii) thereafter, if
      applicable, each Custodian shall perform the applicable review of the Mortgage
      Loans and deliver the further certifications as provided in the applicable
      Custodial Agreement, as applicable.

     

    (d)           Upon
      execution of this Agreement, the Depositor hereby delivers to the Trustee and
      the Trustee acknowledges receipt of the Acknowledgements, together with the
      related Purchase Agreements and the Servicing Agreement.

     

    
      	 	
              Section
                2.03

            	
              Representations
                and Warranties of the Depositor. 

            


    

     

    (a)           The
      Depositor hereby represents and warrants to the Trustee, for the benefit of
      the
      Certificateholders, as of the Closing Date or such other date as is specified,
      that:

     

    (i)           the
      Depositor is a corporation duly organized, validly existing and in good standing
      under the laws governing its creation and existence and has full corporate
      power
      and authority to own its property, to carry on its business as presently
      conducted, to enter into and perform its obligations under this Agreement,
      and
      to create the trust pursuant hereto;

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (ii)           the
      execution and delivery by the Depositor of this Agreement have been duly
      authorized by all necessary corporate action on the part of the Depositor;
      neither the execution and delivery of this Agreement, nor the consummation
      of
      the transactions herein contemplated, nor compliance with the provisions hereof,
      will conflict with or result in a breach of, or constitute a default under,
      any
      of the provisions of any law, governmental rule, regulation, judgment, decree
      or
      order binding on the Depositor or its properties or the certificate of
      incorporation or bylaws of the Depositor;

     

    (iii)           the
      execution, delivery and performance by the Depositor of this Agreement and
      the
      consummation of the transactions contemplated hereby do not require the consent
      or approval of, the giving of notice to, the registration with, or the taking
      of
      any other action in respect of, any state, federal or other governmental
      authority or agency, except such as has been obtained, given, effected or taken
      prior to the date hereof;

     

    (iv)           this
      Agreement has been duly executed and delivered by the Depositor and, assuming
      due authorization, execution and delivery by the Trustee, constitutes a valid
      and binding obligation of the Depositor enforceable against it in accordance
      with its terms except as such enforceability may be subject to
      (A) applicable bankruptcy and insolvency laws and other similar laws
      affecting the enforcement of the rights of creditors generally and
      (B) general principles of equity regardless of whether such enforcement is
      considered in a proceeding in equity or at law;

     

    (v)           there
      are no actions, suits or proceedings pending or, to the knowledge of the
      Depositor, threatened or likely to be asserted against or affecting the
      Depositor, before or by any court, administrative agency, arbitrator or
      governmental body (A) with respect to any of the transactions contemplated
      by this Agreement or (B) with respect to any other matter which in the
      judgment of the Depositor will be determined adversely to the Depositor and
      will
      if determined adversely to the Depositor materially and adversely affect it
      or
      its business, assets, operations or condition, financial or otherwise, or
      adversely affect its ability to perform its obligations under this
      Agreement;

     

    (vi)           immediately
      prior to the transfer and assignment of the Mortgage Loans to the Trustee,
      the
      Depositor was the sole owner of record and holder of each Mortgage Loan, and
      the
      Depositor had good and marketable title thereto, and had full right to transfer
      and sell each Mortgage Loan to the Trustee free and clear, subject only to
      (1) liens of current real property taxes and assessments not yet due and
      payable and, if the related Mortgaged Property is a condominium unit, any lien
      for common charges permitted by statute, (2) covenants, conditions and
      restrictions, rights of way, easements and other matters of public record as
      of
      the date of recording of such Mortgage acceptable to mortgage lending
      institutions in the area in which the related Mortgaged Property is located
      and
      specifically referred to in the lender’s title insurance policy or attorney’s
      opinion of title and abstract of title delivered to the originator of such
      Mortgage Loan, and (3) such other matters to which like properties are
      commonly subject which do not, individually or in the aggregate, materially
      interfere with the benefits of the security intended to be provided by the
      Mortgage, of any encumbrance, equity, participation interest, lien, pledge,
      charge, claim or security interest, and had full right and authority, subject
      to
      no interest or participation of, or agreement with, any other party, to sell
      and
      assign each Mortgage Loan pursuant to this Agreement;

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (vii)           This
      Agreement creates a valid and continuing security interest (as defined in the
      applicable UCC,) in the Mortgage Loans in favor of the Trustee, which security
      interest is prior to all other liens, and is enforceable as such against
      creditors of and purchasers from the Depositor;

     

    (viii)           The
      Mortgage Loans constitute “instruments” within the meaning of the applicable
      UCC;

     

    (ix)           Other
      than the security interest granted to the Trustee pursuant to this Agreement,
      the Depositor has not pledged, assigned, sold, granted a security interest
      in,
      or otherwise conveyed any of the Mortgage Loans. The Depositor has not
      authorized the filing of and is not aware of any financing statement against
      the
      Depositor that includes a description of the collateral covering the Mortgage
      Loans other than a financing statement relating to the security interest granted
      to the Trustee hereunder or that has been terminated. The Depositor is not
      aware
      of any judgment or tax lien filings against the Depositor;

     

    (x)           None
      of the Mortgage Loans has any marks or notations indicating that such Mortgage
      Loans have been pledged, assigned or otherwise conveyed to any Person other
      than
      the Trustee; and

     

    (xi)           The
      Depositor has received all consents and approvals required by the terms of
      the
      Mortgage Loans to convey the Mortgage Loans hereunder to the
      Trustee.

     

    The
      foregoing representations made in this Section 2.03 shall survive the
      termination of this Agreement and shall not be waived by any party
      hereto.

     

    
      	 	
              Section
                2.04

            	
              Representations
                and Warranties of the Depositor and the Seller as to the Mortgage
                Loans.

            


    

     

    The
      Depositor hereby represents and warrants to the Trustee with respect to the
      Mortgage Loans or each Mortgage Loan, as the case may be, as of the date hereof
      or such other date set forth herein that as of the Closing Date:

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (a)           
      Immediately prior to the transfer and assignment contemplated herein, the
      Depositor was the sole owner and holder of the Mortgage Loans. The Mortgage
      Loans were not assigned or pledged by the Depositor and the Depositor had good
      and marketable title thereto, and the Depositor had full right to transfer
      and
      sell the Mortgage Loans to the Trustee free and clear of any encumbrance,
      participation interest, lien, equity, pledge, claim or security interest and
      had
      full right and authority subject to no interest or participation in, or
      agreement with any other party to sell or otherwise transfer the Mortgage
      Loans.

     

    (b)           
      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.

     

    (c)           
      As of the Closing Date, the Depositor has not transferred the Mortgage Loans
      to
      the Trustee on behalf of the Trust with any intent to hinder, delay or defraud
      an of its creditors.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 2.04 shall survive delivery of the respective Mortgage Files to the
      Trustee or the related Custodian and shall inure to the benefit of the Trustee,
      notwithstanding any restrictive or qualified endorsement or
      assignment.

     

    
      	 	
              Section
                2.05

            	
              Representations
                and Warranties of the Seller; Discovery of Breach; Repurchase or
                Substitution of Mortgage Loans. 

            


    

     

    (a)           With
      respect to the Aames Mortgage Loans, the Seller hereby makes the representations
      and warranties contained in Section 9.01 of the Ames Purchase Agreement with
      respect to each of the Aames Mortgage Loans to and for the benefit of the
      Depositor, the Trustee and the Trust Fund. The Seller agrees to comply with
      the
      provisions of Section 9.03 of
      the
      Aames Purchase Agreement in respect of a breach of any of such representations
      and warranties. In addition, with respect to the Aames Mortgage Loans, the
      Seller hereby represents and warrants that each such Aames Mortgage Loan is
      a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the
      Code.

     

    With
      respect to the Aegis Mortgage Loans, the Seller hereby makes the representations
      and warranties contained in Section 5.01 of the Aegis Purchase Agreement with
      respect to each of the Aegis Mortgage Loans to and for the benefit of the
      Depositor, the Trustee and the Trust Fund. The Seller agrees to comply with
      the
      provisions of Section 6.01 of the Aegis Purchase Agreement in respect of a
      breach of any of such representations and warranties. In addition, with respect
      to the Aegis Mortgage Loans, the Seller hereby represents and warrants that
      each
      such Mortgage Loan is a “qualified mortgage” within the meaning of Section
      860G(a)(3) of the Code.

     

    With
      respect to the Decision One Mortgage Loans, the Seller hereby makes the
      representations and warranties contained in Section 9.01 of the Decision One
      Purchase Agreement with respect to each of the Decision One Mortgage Loans
      to
      and for the benefit of the Depositor, the Trustee and the Trust Fund. The Seller
      agrees to comply with the provisions of Section 9.03 of the Decision One
      Purchase Agreement in respect of a breach of any of such representations and
      warranties. In addition, with respect to the Decision One Mortgage Loans, the
      Seller hereby represents and warrants that each such Mortgage Loan is a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the
      Code.

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    With
      respect to the FNBA Mortgage Loans, the Seller hereby makes the representations
      and warranties contained in Section 9.01 of the FNBA Purchase Agreement with
      respect to each of the FNBA Mortgage Loans to and for the benefit of the
      Depositor, the Trustee and the Trust Fund. The Seller agrees to comply with
      the
      provisions of Section 9.03 of the FNBA Purchase Agreement in respect of a breach
      of any of such representations and warranties. In addition, with respect to
      the
      FNBA Mortgage Loans, the Seller hereby represents and warrants that each such
      Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3)
      of the Code.

     

    The
      Seller agrees to comply with the provisions of this Section 2.05 in respect
      of a
      breach of any of such representations and warranties. 

     

    (b)           The
      Seller hereby represents and warrants to the Trustee with respect to the
      Mortgage Loans as of the date hereof or such other date set forth herein that
      as
      of the Closing Date:

     

    (i)           Each
      Mortgage Loan at origination complied in all material respects with applicable
      predatory and abusive lending laws and consummation of the transactions
      contemplated by this Agreement will not involve the violation of any such
      laws.

     

    (ii)           All
      of the Mortgage Loans were originated in compliance with all applicable laws,
      including, but not limited to, all applicable anti-predatory and abusive lending
      laws.

     

    (iii)           None
      of the Mortgage Loans is covered by the Home Ownership and Equity Protection
      Act
      of 1994 ("HOEPA").

     

    (iv)           None
      of the Mortgage Loans is a “high cost” loan as defined by applicable predatory
      and abusive lending laws.

     

    (v)           No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and with
      respect to the foregoing, the terms "High Cost Loan" and "Covered Loan" have
      the
      meaning assigned to them in the then current version of Standard & Poor’s
      LEVELS®, Appendix E which is attached hereto as Exhibit Q (the "Glossary") where
      (x) a "High Cost Loan" is each loan identified in the column "Category under
      applicable anti-predatory lending law" of the table entitled "Standard &
Poor's High Cost Loan Categorization" in the Glossary as each such loan is
      defined in the applicable anti-predatory lending law of the State or
      jurisdiction specified in such table and (y) a "Covered Loan" is each loan
      identified in the column "Category under applicable anti-predatory lending
      law"
      of the table entitled "Standard & Poor's High Covered Loan Categorization"
      in the Glossary as each such loan is defined in the applicable anti-predatory
      lending law of the State or jurisdiction specified in such table.

     

    (vi)           No
      Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
      is
      governed by the Georgia Fair Lending Act.

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    Upon
      discovery by the Depositor, the Seller or the related Originator or receipt
      of
      written notice of any materially defective document in, or, following the date
      of delivery to the Trustee of the Custodian’s certifications as required under
      the related Custodial Agreement, that a document is missing from, a Trustee
      Mortgage File, or discovery by the Trustee, the Depositor, the Seller or the
      related Originator of the breach by such Originator or Seller of any
      representation or warranty under the related Purchase Agreement, as modified
      by
      the Acknowledgement, in the case of the Originator, or under this Agreement,
      in
      the case of the Seller, in respect of any Mortgage Loan which materially
      adversely affects the value of that Mortgage Loan or the interest therein of
      the
      Certificateholders (a “Defective
      Mortgage Loan”)
      (each
      of the Depositor, the Seller and the related Originator hereby agreeing to
      give
      written notice thereof to the Trustee and the other of such parties), the
      Trustee, or the applicable Custodian, shall promptly notify the Depositor and
      the Seller or the related Originator, as applicable, in writing of such
      nonconforming or missing document or breach and request that the Seller or
      related Originator deliver such missing document or cure or cause the cure
      of
      such defect or breach within a period of time specified in the related Purchase
      Agreement, and if the Seller or related Originator, as applicable, does not
      deliver such missing document or cure such defect or breach in all material
      respects during such period, the Trustee, shall notify the Depositor of such
      and, in consultation with the Depositor, undertake commercially reasonable
      efforts to enforce the obligations of the related Originator under the related
      Purchase Agreement, as modified by the Acknowledgement, or the Seller under
      this
      Agreement, as applicable, and cause the related Originator or the Seller, as
      the
      case may be, 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 specified period (subject to Section 2.05(d) below); provided,
      however,
      that,
      in connection with any such breach that could not reasonably have been cured
      within such specified period (unless permitted a greater period of time to
      cure
      under the related Purchase Agreement), subject to Section 2.05(d) below, if
      the
      related Originator or the Seller, as applicable, shall have commenced to cure
      such breach within such specified period, the related Originator or the Seller
      shall be permitted to proceed thereafter diligently and expeditiously to cure
      the same within such additional time as is reasonably necessary to cure such
      breach. To the extent that any costs and damages are incurred by the Trust
      Fund
      as a result of any violation of any applicable federal, state, or local
      predatory or abusive lending law arising from or in connection with the
      origination of any Mortgage Loan repurchased by the related Originator or the
      Seller, such costs and damages shall be included in the Purchase Price of such
      repurchased Mortgage Loan and shall be borne by the Seller. With respect to
      a
      breach of a representation or warranty of by the related Originator under the
      related Purchase Agreement, if that Originator fails to cure the breach or
      repurchase the affected Mortgage Loan within the time period required by such
      Purchase Agreement, the Seller hereby agrees to honor that Originator’s cure
      obligations. The Purchase Price for the repurchased Mortgage Loan shall be
      deposited in the related Distribution Account, and the Trustee shall cause
      the
      related Custodian to release to the related Originator or the Seller, as
      applicable, the related Trustee Mortgage File and shall execute and deliver
      such
      instruments of transfer or assignment, in each case without recourse,
      representation or warranties, as either party shall furnish to it and as shall
      be necessary to vest in such party any Mortgage Loan released pursuant hereto
      and the Trustee, and the related Custodian, shall have no further responsibility
      with regard to such Trustee Mortgage File (it being understood that the Trustee
      shall have no responsibility for determining the sufficiency of such assignment
      for its intended purpose). If pursuant to the foregoing provisions the related
      Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage
      Loan, the Servicer shall cause MERS to designate on the MERS® System the related
      Originator or the Seller, as applicable, as the beneficial holder of such
      Mortgage Loan.

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    In
      lieu
      of repurchasing any such Mortgage Loan as provided above, the Originator or
      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
      Replacement Mortgage Loans in the manner and subject to the limitations set
      forth in Section 2.05(c) below. It is understood and agreed that the
      obligations of the Originators and the Seller to cure or to repurchase (or
      to
      substitute for) any related 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
      such
      party respecting such omission, defect or breach available to the Trustee on
      behalf of the Certificateholders.

     

    (c)           Any
      substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made
      pursuant to Section 2.05(b) 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 related Originator or the Seller substitutes a
      Replacement Mortgage Loan or Loans, such substitution shall be effected by
      delivering to the related Custodian, on behalf of the Trustee, for such
      Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, any related
      assignment thereof and the Acknowledgement to the Trustee, and such other
      documents and agreements, with all necessary endorsements thereon, together
      with
      an Officers’ Certificate stating that each such Replacement Mortgage Loan
      satisfies the definition thereof and specifying the Substitution Adjustment
      Amount (as described below), if any, in connection with such substitution.
      Monthly Payments due with respect to Replacement Mortgage Loans in the month
      of
      substitution shall not be included as part of the Trust Fund and shall be
      retained by the related Originator or the Seller, as applicable. For the month
      of substitution, distributions to the Certificateholders shall reflect the
      collections and recoveries in respect of such Deleted Mortgage in the Due Period
      preceding the month of substitution and the related Originator or the Seller,
      as
      applicable, shall thereafter be entitled to retain all amounts subsequently
      received in respect of such Deleted Mortgage Loan. Upon such substitution,
      such
      Replacement Mortgage Loan shall constitute part of the Trust Fund and shall
      be
      subject in all respects to the terms of this Agreement and the related Purchase
      Agreement, as modified by the related Acknowledgement, including all
      representations and warranties thereof included in such Purchase Agreement,
      as
      modified by the Acknowledgement, in each case as of the date of
      substitution.

     

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

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    In
      addition, the related Originator or the Seller, as applicable, 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)
      shall
      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.

     

    (d)           Upon
      discovery by the related Originator, the Seller, 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 applicable Originator or the Seller shall
      repurchase or, subject to the limitations set forth in Section 2.05(c),
      substitute one or more Replacement 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 2.05(d) above
      and/or in accordance with this Section 2.05(d). The Trustee shall re-convey
      to
      the related Originator or the Seller, as applicable, the Mortgage Loan to be
      released pursuant hereto in the same manner, and on the same terms and
      conditions, as it would a Mortgage Loan repurchased for breach of a
      representation or warranty.

     

    
      	 	
              Section
                2.06

            	
              Grant
                Clause. 

            


    

     

    (a)           It
      is intended that the conveyance of the Depositor’s right, title and interest in
      and to property constituting the Trust Fund pursuant to this Agreement shall
      constitute, and shall be construed as, a sale of such property and not a grant
      of a security interest to secure a loan. However, if such conveyance is deemed
      to be in respect of a loan, it is intended that: (1) the rights and
      obligations of the parties shall be established pursuant to the terms of this
      Agreement; (2) the Depositor hereby grants to the Trustee for the benefit
      of the Holders of the Certificates a first priority security interest in all
      of
      the Depositor’s right, title and interest in, to and under, whether now owned or
      hereafter acquired, the Trust Fund and all proceeds of any and all property
      constituting the Trust Fund to secure payment of the Certificates; and
      (3) this Agreement shall constitute a security agreement under applicable
      law. If such conveyance is deemed to be in respect of a loan and the trust
      created by this Agreement terminates prior to the satisfaction of the claims
      of
      any Person holding any Certificate, the security interest created hereby shall
      continue in full force and effect and the Trustee shall be deemed to be the
      collateral agent for the benefit of such Person, and all proceeds shall be
      distributed as herein provided.

     

    (b)           The
      Depositor shall, to the extent consistent with this Agreement, take such
      reasonable actions as may be necessary to ensure that, if this Agreement were
      deemed to create a security interest in the Mortgage Loans and the other
      property described above, such security interest would be deemed to be a
      perfected security interest of first priority under applicable law and will
      be
      maintained as such throughout the term of this Agreement. The Depositor will,
      at
      its own expense, make all initial filings on or about the Closing Date and
      shall
      forward a copy of such filing or filings to the Trustee. Without limiting the
      generality of the foregoing, the Depositor shall prepare and forward for filing,
      or shall cause to be forwarded for filing, at the expense of the Depositor,
      all
      filings necessary to maintain the effectiveness of any original filings
      necessary under the relevant UCC to perfect the Trustee’s security interest in
      or lien on the Mortgage Loans, including without limitation
      (x) continuation statements, and (y) such other statements as may be
      occasioned by (1) any change of name of an Originator, the Depositor or the
      Trustee, (2) any change of location of the place of business or the chief
      executive office of the Seller or the Depositor, (3) any transfer of any
      interest of an Originator or the Depositor in any Mortgage Loan or (4) any
      change under the relevant UCC or other applicable laws. Neither the Originators
      nor the Depositor shall organize under the law of any jurisdiction other than
      the State under which each is organized as of the Closing Date (whether changing
      its jurisdiction of organization or organizing under an additional jurisdiction)
      without giving 30 days prior written notice of such action to its immediate
      and
      intermediate transferee, including the Trustee. Before effecting such change,
      any Originator or the Depositor proposing to change its jurisdiction of
      organization shall prepare and file in the appropriate filing office any
      financing statements or other statements necessary to continue the perfection
      of
      the interests of its immediate and intermediate transferees, including the
      Trustee, in the Mortgage Loans. In connection with the transactions contemplated
      by this Agreement, each of the Originators and the Depositor authorizes its
      immediate or intermediate transferee (but not the Trustee) to file in any filing
      office any initial financing statements, any amendments to financing statements,
      any continuation statements, or any other statements or filings described in
      this paragraph (b).

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

     

    THE
      CERTIFICATES

     

    
      	 	
              Section
                3.01

            	
              The
                Certificates. 

            


    

     

    (a)           The
      Certificates shall be issuable in registered form only and shall be securities
      governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
      Certificates will be evidenced by one or more certificates, beneficial ownership
      of which will be held in the dollar denominations in Certificate Balance, or
      in
      the Percentage Interests, specified herein. Each Class of Certificates will
      be
      issued in the minimum denominations and integral multiples thereof of the
      initial Certificate Balance specified in the Preliminary Statement hereto.
      

     

    (b)           The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Trustee by an authorized officer of the Trustee. Each Certificate shall, on
      original issue, be authenticated by the Authenticating Agent upon the order
      of
      the Depositor upon receipt by the Trustee of the Trustee Mortgage Files
      described in Section 2.01. No Certificate shall be entitled to any benefit
      under this Agreement, or be valid for any purpose, unless there appears on
      such
      Certificate a certificate of authentication substantially in the form provided
      for herein, executed by an authorized officer of the Authenticating Agent,
      by
      manual signature, and such certification 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 or on behalf of the Trustee to the Authenticating Agent for authentication
      and the Authenticating Agent shall authenticate and deliver such Certificates
      as
      in this Agreement provided and not otherwise.

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    (c)           The
      Class OC, Class  B-4, Class B-5, Class P and Class R Certificates
      offered and sold in reliance on the exemption from registration under
      Rule 144A under the Securities Act shall be issued initially in definitive,
      fully registered form without interest coupons with the applicable legends
      set
      forth in Exhibit A added to the forms of such Certificates (each, a
“Restricted
      Global Security”).

     

    
      	 	
              Section
                3.02

            	
              Registration. 

            


    

     

    The
      Trustee is hereby appointed, and the Trustee hereby accepts its appointment
      as,
      initial Certificate Registrar in respect of the Certificates and shall maintain
      books for the registration and for the transfer of Certificates (the
“Certificate
      Register”).
      The
      Trustee may appoint a bank or trust company to act as successor Certificate
      Registrar. A registration book shall be maintained for the Certificates
      collectively. The Certificate Registrar may resign or be discharged or removed
      and a new successor may be appointed in accordance with the procedures and
      requirements set forth in Sections 6.06 and 6.07 hereof with respect to the
      resignation, discharge or removal of the Trustee and the appointment of a
      successor Trustee. The Certificate Registrar may appoint, by a written
      instrument delivered to the Holders, any bank or trust company to act as
      co-registrar under such conditions as the Certificate Registrar may prescribe;
      provided,
      however,
      that
      the Certificate Registrar shall not be relieved of any of its duties or
      responsibilities hereunder by reason of such appointment.

     

    
      	 	
              Section
                3.03

            	
              Transfer
                and Exchange of Certificates. 

            


    

     

    (a)           A
      Certificate (other than Book-Entry Certificates which shall be subject to
      Section 3.09 hereof) may be transferred by the Holder thereof only upon
      presentation and surrender of such Certificate at the office of the Certificate
      Registrar duly endorsed or accompanied by an assignment duly executed by such
      Holder or his duly authorized attorney in such form as shall be satisfactory
      to
      the Certificate Registrar. Upon the transfer of any Certificate in accordance
      with the preceding sentence, the Trustee shall execute, and the Authenticating
      Agent shall authenticate and deliver to the transferee, one or more new
      Certificates of the same Class and evidencing, in the aggregate, the same
      aggregate Certificate Balance as the Certificate being transferred. No service
      charge shall be made to a Certificateholder for any registration of transfer
      of
      Certificates, 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 registration of transfer of Certificates.

     

    (b)           A
      Certificate may be exchanged by the Holder thereof for any number of new
      Certificates of the same Class, in authorized denominations, representing in
      the
      aggregate the same Certificate Balance as the Certificate surrendered, upon
      surrender of the Certificate to be exchanged at the office of the Certificate
      Registrar duly endorsed or accompanied by a written instrument of transfer
      duly
      executed by such Holder or his duly authorized attorney in such form as is
      satisfactory to the Certificate Registrar. Certificates delivered upon any
      such
      exchange will evidence the same obligations, and will be entitled to the same
      rights and privileges, as the Certificates surrendered. No service charge shall
      be made to a Certificateholder for any exchange of Certificates, 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 exchange
      of
      Certificates. Whenever any Certificates are so surrendered for exchange, the
      Trustee shall execute, and the Authenticating Agent shall authenticate, date
      and
      deliver the Certificates which the Certificateholder making the exchange is
      entitled to receive.

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    (c)           By
      acceptance of a Restricted Certificate, whether upon original issuance or
      subsequent transfer, each Holder of such a Certificate acknowledges the
      restrictions on the transfer of such Certificate set forth thereon and agrees
      that it will transfer such a Certificate only as provided herein.

     

    The
      following restrictions shall apply with respect to the transfer and registration
      of transfer of a Restricted Certificate to a transferee that takes delivery
      in
      the form of a Definitive Certificate:

     

    (i)           The
      Certificate Registrar shall register the transfer of a Restricted Certificate
      if
      the requested transfer is (x) to the Depositor or an affiliate (as defined
      in Rule 405 under the 1933 Act) of the Depositor or (y) being made to
      a “qualified institutional buyer” (a “QIB”)
      as
      defined in Rule 144A under the Securities Act by a transferor that has
      provided the Certificate Registrar with a certificate in the form of
      Exhibit H hereto; and

     

    (ii)           The
      Certificate Registrar shall register the transfer of a Restricted Certificate
      if
      the requested transfer is being made to an “accredited investor” under
      Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or to any Person
      all of the equity owners in which are such accredited investors, by a transferor
      who furnishes to the Certificate Registrar a letter of the transferee
      substantially in the form of Exhibit I hereto.

     

    (d)           No
      transfer of an ERISA-Restricted Certificate in the form of a Definitive
      Certificate shall be made to any Person or shall be effective unless the
      Certificate Registrar, on behalf of the Trustee, has received (A) a
      certificate substantially in the form of Exhibit J hereto (or
      Exhibit B, in the case of a Residual Certificate) from such transferee or
      (B) an Opinion of Counsel satisfactory to the Certificate Registrar and the
      Trustee to the effect that the purchase and holding of such a Certificate will
      not constitute or result in any nonexempt prohibited transactions under
      Title I of ERISA or Section 4975 of the Code and will not subject the
      Certificate Registrar, the Trustee or the Depositor to any obligation in
      addition to those undertaken in the Agreement; provided,
      however,
      that
      the Certificate Registrar will not require such certificate or opinion in the
      event that, as a result of a change of law or otherwise, counsel satisfactory
      to
      the Certificate Registrar has rendered an opinion to the effect that the
      purchase and holding of an ERISA-Restricted Certificate by a Plan or a Person
      that is purchasing or holding such a Certificate with the assets of a Plan
      will
      not constitute or result in a prohibited transaction under Title I of ERISA
      or Section 4975 of the Code and will not subject the Certificate Registrar,
      the Trustee or the Depositor to any obligation in addition to those undertaken
      in this Agreement. Each Transferee of an ERISA-Restricted Certificate that
      is a
      Book-Entry Certificate shall be deemed to have made the appropriate
      representation set forth in paragraph 2 and the representation set forth in
      paragraph 3 of Exhibit J. The preparation and delivery of the certificate
      and opinions referred to above shall not be an expense of the Trust Fund, the
      Certificate Registrar, the Trustee or the Depositor.

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, no opinion or certificate shall be required for the initial
      issuance of the ERISA-Restricted Certificates to the Underwriter. The
      Certificate Registrar shall have no obligation to monitor transfers of
      Book-Entry Certificates that are ERISA-Restricted Certificates and shall have
      no
      liability for transfers of such Certificates in violation of the transfer
      restrictions. The Certificate Registrar shall be under no liability to any
      Person for any registration of transfer of any ERISA-Restricted Certificate
      that
      is in fact not permitted by this Section 3.03(d) and neither the Trustee
      nor the Paying Agent shall have any liability for making any payments due on
      such Certificate to the Holder thereof or taking any other action with respect
      to such Holder under the provisions of this Agreement so long as the transfer
      was registered by the Certificate Registrar in accordance with the foregoing
      requirements. The Trustee shall be entitled, but not obligated, to recover
      from
      any Holder of any ERISA-Restricted Certificate that was in fact a Plan or a
      Person acting on behalf of a Plan any payments made on such ERISA-Restricted
      Certificate at and after such time. Any such payments so recovered by the
      Trustee shall be paid and delivered by the Trustee to the last preceding Holder
      of such Certificate that is not such a Plan or Person acting on behalf of a
      Plan.

     

    (e)           As
      a condition of the registration of transfer or exchange of any Certificate,
      the
      Certificate Registrar may require the certified taxpayer identification number
      of the owner of the Certificate and the payment of a sum sufficient to cover
      any
      tax or other governmental charge imposed in connection therewith; provided,
      however,
      that
      the Certificate Registrar shall have no obligation to require such payment
      or to
      determine whether or not any such tax or charge may be applicable. No service
      charge shall be made to the Certificateholder for any registration, transfer
      or
      exchange of a Certificate.

     

    (f)           Notwithstanding
      anything to the contrary contained herein, no Residual Certificate may be owned,
      pledged or transferred, directly or indirectly, by or to (i) a Disqualified
      Organization or (ii) an individual, corporation or partnership or other
      person unless such person (A) is not a Non-U.S. Person or (B) is a Non-U.S.
      Person that holds a Residual Certificate in connection with the conduct of
      a
      trade or business within the United States and has furnished the transferor
      and
      the Certificate Registrar with an effective Internal Revenue Service
      Form W-8ECI or successor form at the time and in the manner required by the
      Code (any such person who is not covered by clause (A) or (B) above is
      referred to herein as a “Non-permitted
      Foreign Holder”).

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    Prior
      to
      and as a condition of the registration of any transfer, sale or other
      disposition of a Residual Certificate, the proposed transferee shall deliver
      to
      the Certificate Registrar an affidavit in substantially the form attached hereto
      as Exhibit B representing and warranting, among other things, that such
      transferee is neither a Disqualified Organization, an agent or nominee acting
      on
      behalf of a Disqualified Organization, nor a Non-permitted Foreign Holder (any
      such transferee, a “Permitted
      Transferee”),
      and
      the proposed transferor shall deliver to the Trustee and the Certificate
      Registrar an affidavit in substantially the form attached hereto as
      Exhibit C. In addition, the Trustee or the Certificate Registrar may (but
      shall have no obligation to) require, prior to and as a condition of any such
      transfer, the delivery by the proposed transferee of an Opinion of Counsel,
      addressed to the Trustee and the Certificate Registrar, that such proposed
      transferee or, if the proposed transferee is an agent or nominee, the proposed
      beneficial owner, is not a Disqualified Organization, agent or nominee thereof,
      or a Non-permitted Foreign Holder. Notwithstanding the registration in the
      Certificate Register of any transfer, sale, or other disposition of a Residual
      Certificate to a Disqualified Organization, an agent or nominee thereof, or
      Non-permitted Foreign Holder, such registration shall be deemed to be of no
      legal force or effect whatsoever and such Disqualified Organization, agent
      or
      nominee thereof, or Non-permitted Foreign Holder shall not be deemed to be
      a
      Certificateholder for any purpose hereunder, including, but not limited to,
      the
      receipt of distributions on such Residual Certificate. The Depositor and the
      Certificate Registrar shall be under no liability to any Person for any
      registration or transfer of a Residual Certificate to a Disqualified
      Organization, agent or nominee thereof or Non-permitted Foreign Holder or for
      the Trustee or the Paying Agent making any payments due on such Residual
      Certificate to the Holder thereof or for taking any other action with respect
      to
      such Holder under the provisions of the Agreement, so long as the transfer
      was
      effected in accordance with this Section 3.03(f), unless the Certificate
      Registrar shall have actual knowledge at the time of such transfer or the time
      of such payment or other action that the transferee is a Disqualified
      Organization, or an agent or nominee thereof, or Non-permitted Foreign Holder.
      The Certificate Registrar shall be entitled to recover from any Holder of a
      Residual Certificate that was a Disqualified Organization, agent or nominee
      thereof, or Non-permitted Foreign Holder at the time it became a Holder or
      any
      subsequent time it became a Disqualified Organization, agent or nominee thereof,
      or Non-permitted Foreign Holder, all payments made on such Residual Certificate
      at and after either such times (and all costs and expenses, including but not
      limited to attorneys’ fees, incurred in connection therewith). Any payment (not
      including any such costs and expenses) so recovered by the Certificate Registrar
      shall be paid and delivered to the last preceding Holder of such Residual
      Certificate.

     

    If
      any
      purported transferee shall become a registered Holder of a Residual Certificate
      in violation of the provisions of this Section 3.03(f), then upon receipt
      of written notice to the Trustee or the Certificate Registrar that the
      registration of transfer of such Residual Certificate was not in fact permitted
      by this Section 3.03(f), the last preceding Permitted Transferee shall be
      restored to all rights as Holder thereof retroactive to the date of such
      registration of transfer of such Residual Certificate. The Depositor, the
      Certificate Registrar and the Trustee shall be under no liability to any Person
      for any registration of transfer of a Residual Certificate that is in fact
      not
      permitted by this Section 3.03(f), or for the Trustee or the Paying Agent
      making any payment due on such Certificate to the registered Holder thereof
      or
      for taking any other action with respect to such Holder under the provisions
      of
      this Agreement so long as the transfer was registered upon receipt of the
      affidavit described in the preceding paragraph of this
      Section 3.03(f).

     

    (g)           Each
      Holder or Certificate Owner of a Restricted Certificate, ERISA-Restricted
      Certificate or Residual Certificate, or an interest therein, by such Holder’s or
      Owner’s acceptance thereof, shall be deemed for all purposes to have consented
      to the provisions of this section.

     

    Neither
      the Certified Registrar nor the Trustee will have any responsibility for any
      aspect of the records relating to or payments made on account of beneficial
      ownership interests of the Book-Entry Certificates or for maintaining,
      supervising or reviewing any records relating to such beneficial ownership
      interests or transfers thereof.

    
      
        
        

      

      
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              Section
                3.04

            	
              Cancellation
                of Certificates. 

            


    

     

    Any
      Certificate surrendered for registration of transfer or exchange shall be
      cancelled and retained in accordance with normal retention policies with respect
      to cancelled certificates maintained by the Certificate Registrar.

     

    
      	 	
              Section
                3.05

            	
              Replacement
                of Certificates. 

            


    

     

    If
      (i) any Certificate is mutilated and is surrendered to the Trustee or the
      Certificate Registrar or (ii) the Certificate Registrar receives evidence
      to its satisfaction of the destruction, loss or theft of any Certificate, and
      there is delivered to the Trustee and the Certificate Registrar such security
      or
      indemnity as may be required by them to save each of them harmless, then, in
      the
      absence of notice to the Depositor, the Trustee or the Certificate Registrar
      that such destroyed, lost or stolen Certificate has been acquired by a protected
      purchaser, the Trustee shall execute and the Authenticating Agent 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
      Certificate Balance. Upon the issuance of any new Certificate under this
      Section 3.05, the Trustee, 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 Trustee, the Depositor or the Certificate
      Registrar) connected therewith. Any replacement Certificate issued pursuant
      to
      this Section 3.05 shall constitute complete and indefeasible evidence of
      ownership in the applicable Trust Fund, as if originally issued, whether or
      not
      the lost, stolen or destroyed Certificate shall be found at any
      time.

     

    If
      after
      the delivery of such new Certificate, a protected purchaser of the original
      Certificate in lieu of which such new Certificate was issued presents for
      payment such original Certificate, the Depositor, the Certificate Registrar
      and
      the Trustee or any agent shall be entitled to recover such new Certificate
      from
      the Person to whom it was delivered or any Person taking therefrom, except
      a
      protected purchaser, and shall be entitled to recover upon the security or
      indemnity provided therefor to the extent of any loss, damage, cost or expenses
      incurred by the Depositor, the Certificate Registrar, the Trustee or any agent
      in connection therewith.

     

    
      	 	
              Section
                3.06

            	
              Persons
                Deemed Owners. 

            


    

     

    Subject
      to the provisions of Section 3.09 with respect to Book-Entry Certificates,
      the Depositor, the Trustee, the Certificate Registrar, the Paying Agent and
      any
      agent of any of them shall treat the Person in whose name any Certificate is
      registered upon the books of the Certificate Registrar as the owner of such
      Certificate for the purpose of receiving distributions pursuant to
      Sections 5.01 and 5.02 and for all other purposes whatsoever, and none of
      the Depositor, the Trustee, the Certificate Registrar, the Paying Agent nor
      any
      agent of any of them shall be affected by notice to the contrary.

    
      
        
        

      

      
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              Section
                3.07

            	
              Temporary
                Certificates. 

            


    

     

    (a)           Pending
      the preparation of definitive Certificates, upon the order of the Depositor,
      the
      Trustee shall execute and the Authenticating Agent shall authenticate and
      deliver temporary Certificates that are printed, lithographed, typewritten,
      mimeographed or otherwise produced, in any authorized denomination,
      substantially of the tenor of the definitive Certificates in lieu of which
      they
      are issued and with such variations as the authorized officers executing such
      Certificates may determine, as evidenced by their execution of such
      Certificates.

     

    (b)           If
      temporary Certificates are issued, the Depositor will cause definitive
      Certificates to be prepared without unreasonable delay. After the preparation
      of
      definitive Certificates, the temporary Certificates shall be exchangeable for
      definitive Certificates upon surrender of the temporary Certificates at the
      office or agency of the Certificate Registrar without charge to the Holder.
      Upon
      surrender for cancellation of any one or more temporary Certificates, the
      Trustee shall execute and the Authenticating Agent shall authenticate and
      deliver in exchange therefor a like aggregate Certificate Balance of definitive
      Certificates of the same Class in the authorized denominations. Until so
      exchanged, the temporary Certificates shall in all respects be entitled to
      the
      same benefits under this Agreement as definitive Certificates of the same
      Class.

     

    
      	 	
              Section
                3.08

            	
              Appointment
                of Paying Agent. 

            


    

     

    The
      Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose
      of
      making distributions to the Certificateholders hereunder. The Trustee is hereby
      appointed as the initial Paying Agent. The Trustee shall cause any Paying Agent,
      other than the Trustee, to execute and deliver to the Trustee an instrument
      in
      which such Paying Agent shall agree with the Trustee that such Paying Agent
      will
      hold all sums held by it for the payment to the Certificateholders in an
      Eligible Account (which shall be the Distribution Account) in trust for the
      benefit of the Certificateholders entitled thereto until such sums shall be
      paid
      to the Certificateholders. All funds remitted by the Trustee to any such Paying
      Agent for the purpose of making distributions shall be paid to the
      Certificateholders on each Distribution Date and any amounts not so paid shall
      be returned on such Distribution Date to the Trustee. If the Paying Agent is
      not
      the Trustee, the Trustee shall cause to be remitted to the Paying Agent on
      or
      before the Business Day prior to each Distribution Date, by wire transfer in
      immediately available funds, the funds to be distributed on such Distribution
      Date. Any Paying Agent shall be either a bank or trust company or otherwise
      authorized under law to exercise corporate trust powers.

     

    
      	 	
              Section
                3.09

            	
              Book-Entry
                Certificates. 

            


    

     

    (a)           Each
      Class of Book-Entry Certificates, upon original issuance, shall be issued in
      the
      form of one or more typewritten Certificates representing the Book-Entry
      Certificates. The Book-Entry Certificates shall initially be registered on
      the
      Certificate Register in the name of the nominee of the Clearing Agency, and
      no
      Certificate Owner will receive a definitive certificate representing such
      Certificate Owner’s interest in the Book-Entry Certificates, except as provided
      in Section 3.09(c). Unless Definitive Certificates have been issued to
      Certificate Owners of Book-Entry Certificates pursuant to
      Section 3.09(c):

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    (i)           the
      provisions of this Section 3.09 shall be in full force and
      effect;

     

    (ii)           the
      Certificate Registrar, the Paying Agent and the Trustee shall deal with the
      Clearing Agency for all purposes (including the making of distributions on
      the
      Book-Entry Certificates) as the authorized representatives of the Certificate
      Owners and the Clearing Agency shall be responsible for crediting the amount
      of
      such distributions to the accounts of such Persons entitled thereto, in
      accordance with the Clearing Agency’s normal procedures;

     

    (iii)           to
      the extent that the provisions of this Section 3.09 conflict with any other
      provisions of this Agreement, the provisions of this Section 3.09 shall
      control; and

     

    (iv)           the
      rights of Certificate Owners shall be exercised only through the Clearing Agency
      and the Clearing Agency Participants and shall be limited to those established
      by law and agreements between such Certificate Owners and the Clearing Agency
      and/or the Clearing Agency Participants. Unless and until Definitive
      Certificates are issued pursuant to Section 3.09(c), the initial Clearing
      Agency will make book-entry transfers among the Clearing Agency Participants
      and
      receive and transmit distributions of principal of and interest on the
      Book-Entry Certificates to such Clearing Agency Participants.

     

    (b)           Whenever
      notice or other communication to the Certificateholders is required under this
      Agreement, unless and until Definitive Certificates shall have been issued
      to
      Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all
      such notices and communications specified herein to be given to Holders of
      the
      Book-Entry Certificates to the Clearing Agency.

     

    (c)           If
      (A) the Clearing Agency or the Depositor advises the Certificate Registrar
      in writing that the Clearing Agency is no longer willing or able to discharge
      properly its responsibilities with respect to the Book-Entry Certificates,
      and
      (B) the Depositor is unable to locate a qualified successor satisfactory to
      the Depositor and the Certificate Registrar, the Certificate Registrar shall
      notify the Clearing Agency to effect notification to all Certificate Owners,
      through the Clearing Agency, of the occurrence of any such event and of the
      availability of Definitive Certificates to Certificate Owners requesting the
      same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates
      by the Clearing Agency, accompanied by registration instructions from the
      Clearing Agency for registration, the Certificate Registrar shall issue the
      Definitive Certificates. Neither the Depositor, the Certificate Registrar nor
      the Trustee 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 all references herein
      to obligations imposed upon or to be performed by the Clearing Agency shall
      be
      deemed to be imposed upon and performed by the Certificate Registrar, to the
      extent applicable, with respect to such Definitive Certificates and the
      Certificate Registrar shall recognize the holders of the Definitive Certificates
      as Certificateholders hereunder. Notwithstanding the foregoing, the Certificate
      Registrar, upon the instruction of the Depositor, shall have the right to issue
      Definitive Certificates on the Closing Date in connection with credit
      enhancement programs.

    
      
        
        

      

      
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    ARTICLE
      IV

     

    ADMINISTRATION
      OF THE TRUST FUND

     

    
      	 	
              Section
                4.01

            	
              Custodial
                Accounts; Distribution Account.

            


    

     

    (a)           On
      each Distribution Account Deposit Date, the Servicer shall remit to the Trustee
      for deposit into the Distribution Account, all amounts so required to be
      deposited into such account in accordance with the terms of the Servicing
      Agreements.

     

    (b)           The
      Trustee, shall establish and maintain an Eligible Account entitled “Distribution
      Account of LaSalle Bank National Association, as Trustee for the benefit of
      Morgan Stanley Mortgage Loan Trust 2006-10SL, Holders of Mortgage Pass-Through
      Certificates.” The Trustee shall, promptly upon receipt from the Servicer on
      each related Distribution Account Deposit Date, deposit into the Distribution
      Account and retain on deposit until the related Distribution Date the following
      amounts:

     

    (i)           the
      aggregate of collections with respect to the Mortgage Loans remitted by the
      Servicer from the Custodial Accounts in accordance with the Servicing Agreement;
      and

     

    (ii)           any
      other amounts so required to be deposited in the Distribution Account in the
      related Due Period pursuant to this Agreement.

     

    (c)           In
      the event the Servicer has remitted in error to the Distribution Account any
      amount not required to be remitted in accordance with the definition of
      Available Funds, it may at any time direct the Trustee to withdraw such amount
      from the Distribution Account for repayment to the Servicer by delivery of
      an
      Officer’s Certificate to the Trustee which describes the amount deposited in
      error.

     

    (d)           On
      each Distribution Date and Initial Optional Purchase Date, the Trustee, as
      Paying Agent, shall withdraw from funds available in the Distribution Account
      and distribute the Available Funds to the Certificateholders and any other
      parties entitled thereto in the amounts and priorities set forth in
      Section 5.02. The Trustee may from time to time withdraw from the
      Distribution Account and pay itself, the related Custodian or the Servicer
      any
      amounts permitted to be paid or reimbursed to such Person from funds in the
      Distribution Account pursuant to this Agreement, any Purchase Agreement, the
      Servicing Agreement or the related Custodial Agreement.

     

    (e)           Funds
      in the Distribution Account may be invested in Permitted Investments selected
      by
      and at the written direction of the Trustee, which shall mature not later than
      one Business Day prior to the Distribution Date (except that if such Permitted
      Investment is an obligation of the Trustee or any of its Affiliates, or is
      managed or advised by the Trustee or any Affiliate, then such Permitted
      Investment shall mature not later than such applicable Distribution Date) and
      any such Permitted Investment shall not be sold or disposed of prior to its
      maturity. All such Permitted Investments shall be made in the name of the
      Trustee (in its capacity as such) or its nominee. All income and gain realized
      from any Permitted Investment of amounts on deposit in the Distribution Account
      shall be for the benefit of the Trustee, as additional compensation for its
      duties hereunder, and shall be subject to its withdrawal or order from time
      to
      time, and shall not be part of the Trust Fund; provided,
      however,
      that if
      LaSalle Bank National Association is no longer the Trustee, any such income
      and
      gain shall be paid to the successor Trustee. The amount of any losses incurred
      in respect of any such investments shall be deposited in such Distribution
      Account by the Trustee out of its own funds, without any right of reimbursement
      therefor, immediately as realized. At the Trustee’s discretion, funds in the
      Distribution Account may remain uninvested.

    
      
        
        

      

      
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              Section
                4.02

            	
              Permitted
                Withdrawals from the Distribution
                Account.

            


    

     

    The
      Trustee shall withdraw funds from the Distribution Account for distributions
      to
      Certificateholders in the manner specified in this Agreement (and to withhold
      from the amounts so withdrawn, the amount of any taxes that it is authorized
      to
      withhold pursuant to Section 9.01). In addition, the Trustee may from time
      to
      time make withdrawals from the Distribution Account for the following
      purposes:

     

    (i)           to
      pay all amounts described in the sixth bullet of clause (1) of the definition
      of
“Available Distribution Amount”;

     

    (ii)           to
      withdraw and retain the investment earnings on the Distribution Account as
      its
      compensation for the related Distribution Date;

     

    (iii)           to
      withdraw and return to the Servicer any amount deposited in the Distribution
      Account and not required to be deposited therein; and

     

    (iv)           to
      clear and terminate the Distribution Account upon termination of the Agreement
      pursuant to Section 7.01.

     

    
      	 	
              Section
                4.03

            	
               Enforcement
                of Servicer’s Obligations.

            


    

     

    (a)           Upon
      the occurrence of a default under the Servicing Agreement of which a Responsible
      Officer of the Trustee has actual knowledge, the Trustee, so long as any such
      default shall be continuing, may, and shall if it determines such action to
      be
      in the best interests of Certificateholders, (i) terminate all of the
      rights and powers of the Servicer pursuant to the applicable provisions of
      the
      Servicing Agreement; (ii) exercise any rights it may have to enforce the
      Servicing Agreement against the Servicer; and/or (iii) waive any such
      default under the Servicing Agreement or take any other action with respect
      to
      such default as is permitted thereunder; provided,
      however,
      that
      the Trustee shall not waive any default by the Servicer in making any P&I
      Advance required to be made by the Servicer under the Servicing Agreement.
      

    
      
        
        

      

      
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    (b)           Any
      termination by the Trustee of the Servicer’s rights and powers pursuant to the
      Servicing Agreement shall not be effected unless or until the Trustee shall
      have
      assumed all of the rights and obligations of the Servicer under the Servicing
      Agreement or shall have appointed, with the consent of the Rating Agencies
      and
      in accordance with the applicable provisions of the Servicing Agreement, a
      new
      Fannie Mae- or FHLMC-approved Person to serve as successor to the Servicer
      and
      such successor to the Servicer has accepted such appointment; provided,
      however,
      that it
      is understood and agreed 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 a successor servicer. Upon appointment of a successor
      servicer, as authorized under this Section 4.03(b), unless the successive
      servicer shall have assumed the obligations of the terminated Servicer under
      the
      Servicing Agreement, the Trustee and such successor servicer shall enter into
      a
      servicing agreement in a form substantially similar to the affected Servicing
      Agreement. In connection with any such appointment, the Trustee may make such
      arrangements for the compensation of such successor servicer as it and such
      successor servicer shall agree, but in no event shall such compensation of
      any
      successor servicer be in excess of that payable to the Servicer under the
      Servicing Agreement. If the Trustee assumes the servicing of the Mortgage Loans,
      it will not assume liability for the representations or warranties of the
      Servicer it replaces or for the actions, errors or omissions of such
      Servicer.

     

    (c)           Upon
      any termination of the Servicer’s rights and powers pursuant to the Servicing
      Agreement, the Trustee shall promptly notify each Rating Agency and the
      Depositor, specifying in such notice that the successor servicer has succeeded
      the Servicer under the Servicing Agreement or under any other servicing
      agreement reasonably satisfactory to the Trustee and the Rating Agencies),
      which
      notice shall also specify the name and address of any such successor
      servicer.

     

    (d)           The
      Depositor shall not consent to the assignment by the Servicer of the Servicer’s
      rights and obligations under the Servicing Agreement without the prior written
      consent of the Trustee, which consent shall not be unreasonably
      withheld.

     

    (e)           The
      Trustee shall execute and deliver, at the written request of the Servicer,
      and
      furnish to the Servicer, at the expense of the requesting party, a power of
      attorney in the standard form provided by the Trustee to take title to the
      Mortgaged Properties after foreclosure in the name of and on behalf of the
      Trustee and for the purposes described herein to the extent necessary or
      desirable to enable the Servicer to perform its duties. The Trustee shall not
      be
      liable for the actions of the Servicer under such powers of attorney or under
      its Servicing Agreement.

     

    
      	 	
              Section
                4.04

            	
              Reports
                to Certificateholders. 

            


    

     

    On
      each
      Distribution Date, the Trustee shall have prepared and shall make available
      to
      the Depositor, the Rating Agencies and each Certificateholder a written report
      setting forth the following information (on the basis of Mortgage Loan level
      information obtained from the Servicer pursuant to the Servicing
      Agreement):

     

    (a)           the
      aggregate amount of the distribution to be made on such Distribution Date to
      the
      Holders of each Class of Certificates, allocable to principal on the Mortgage
      Loans, including Liquidation Proceeds and Insurance Proceeds, stating separately
      the amount attributable to scheduled principal payments and unscheduled payments
      in the nature of principal;

     

    (b)           the
      aggregate amount of the distribution to be made on such Distribution Date to
      the
      Holders of each Class of Certificates allocable to interest and the calculation
      thereof;

    
      
        
        

      

      
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    (c)           the
      amount, if any, of any distributions to the Holders of the Class P, Class OC
      and
      Class R Certificates on such Distribution Date, stated separately, and the
      aggregate amounts, if any, of distributions to the Holders of the Class P,
      Class
      OC and Class R Certificates on all Distribution Dates, stated
      separately;

     

    (d)           the
      aggregate amount of any P&I Advances required to be made by or on behalf of
      the Servicer with respect to such Distribution Date;

     

    (e)           the
      total number of Mortgage Loans, the aggregate Stated Principal Balance of all
      the Mortgage Loans as of the close of business on the last day of the related
      Due Period, after giving effect to payments allocated to principal reported
      under clause (a) above;

     

    (f)           the
      Class Principal Balance of each Class of Certificates, to the extent applicable,
      as of such Distribution Date after giving effect to payments allocated to
      principal reported under clause (i) above, separately identifying any reduction
      of any of the foregoing Class Principal Balances due to Realized Losses;


     

    (g)           the
      amount of any Prepayment Penalties distributed to the Class P
      Certificates;

     

    (h)           the
      amount of any Realized Losses incurred with respect to the Mortgage Loans (x)
      in
      the applicable Prepayment Period and (y) in the aggregate since the Cut-off
      Date;

     

    (i)           the
      amount of the Servicing Fees paid or retained by the Servicer during the Due
      Period to which such distribution relates;

     

    (j)           the
      number and aggregate Stated Principal Balance of Mortgage Loans, as reported
      to
      the Trustee by the Servicer, (a) remaining outstanding (b) Delinquent 30 to
      59
      days on a contractual basis, (c) Delinquent 60 to 89 days on a contractual
      basis, (d) Delinquent 90 or more days on a contractual basis, (e) as to which
      foreclosure proceedings have been commenced, each as of the close of business
      on
      the last Business Day of the calendar month immediately preceding the month
      in
      which such Distribution Date occurs, (f) in bankruptcy and (g) that are REO
      Properties, (h) that are Charged-off Loans and (i) that are Released Mortgage
      Loans;

     

    (k)           the
      aggregate Stated Principal Balance of any Mortgage Loans with respect to which
      the related Mortgaged Property became a REO Property, each as of the close
      of
      business on the last Business Day of the calendar month immediately preceding
      the month in which such Distribution Date occurs;

     

    (l)           with
      respect to substitution of Mortgage Loans in the preceding calendar month,
      the
      Stated Principal Balance of each Deleted Mortgage Loan, and of each Replacement
      Mortgage Loan;

     

    (m)           the
      aggregate outstanding Interest Carryforward Amount, Net Prepayment Interest
      Shortfalls and Basis Risk Carryforward Amount, if any, for each applicable
      Class
      of Certificates, after giving effect to the distributions made on such
      Distribution Date;

    
      
        
        

      

      
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    (n)           the
      Pass-Through Rate applicable to such Distribution Date with respect to each
      Class of Certificates (with a notation if such Pass-Through Rate reflects the
      application of the Net WAC Cap);

     

    (o)           the
      Available Distribution Amount, the Interest Remittance Amount, the Principal
      Distribution Amount applicable to such Distribution Date; 

     

    (p)           if
      applicable, the amount of any shortfall (i.e., the difference between the
      aggregate amounts of principal and interest which Certificateholders would
      have
      received if there were sufficient available amounts in the Distribution Account
      and the amounts actually distributed); 

     

    (q)           the
      Overcollateralized Amount after giving effect to the distributions made on
      such
      Distribution Date;

     

    (r)           the
      amount of any Overcollateralization Increase Amount after giving effect to
      the
      distributions made on such Distribution Date; and

     

    (s)           the
      level of LIBOR for such Distribution Date and the level of LIBOR for the
      following Distribution Date.

     

    The
      Trustee shall make such reports available each month via its website at
      www.etrustee.net. Assistance in using the website may be obtained by calling
      the
      Trustee’s customer service desk at (312) 992-1743. Certificateholders and other
      parties that are unable to use the website are entitled to have a paper copy
      mailed to them via first class mail by contacting the Trustee and indicating
      such. In preparing or furnishing the foregoing reports, the Trustee shall be
      entitled to rely conclusively on the accuracy and completeness of the
      information or data regarding the Mortgage Loans and the related REO Properties
      that has been provided to the Trustee by the Servicer, without any independent
      investigation, and the Trustee shall not be obligated to verify, recompute,
      reconcile or recalculate any such information or data.

     

    Upon
      the
      reasonable advance written request of any Certificateholder that is a savings
      and loan, bank or insurance company, the Trustee shall provide, or cause to
      be
      provided, (or, to the extent that such information or documentation is not
      required to be provided by the Servicer under the Servicing Agreement, shall
      use
      reasonable efforts to obtain such information and documentation from the
      Servicer, and provide) to such Certificateholders such reports and access to
      information and documentation regarding the Mortgage Loans as such
      Certificateholders may reasonably deem necessary to comply with applicable
      regulations of the Office of Thrift Supervision or its successor or other
      regulatory authorities with respect to an investment in the Certificates;
provided,
      however,
      that
      the Trustee shall be entitled to be reimbursed by such Certificateholders for
      the Trustee’s actual expenses incurred in providing such reports and
      access.

     

    (b)
      For
      all purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
      shall be determined and reported based on the so-called “OTS” methodology for
      determining delinquencies on mortgage loans similar to the Mortgage Loans.
      By
      way of example, a Mortgage Loan would be delinquent with respect to a Scheduled
      Payment due on a Due Date if such Scheduled Payment is not made by the close
      of
      business on the Mortgage Loan’s next succeeding Due Date, and a Mortgage Loan
      would be more than 30-days Delinquent with respect to such Scheduled Payment
      if
      such Scheduled Payment were not made by the close of business on the Mortgage
      Loan’s second succeeding Due Date. The Servicer hereby represents and warrants
      to the Depositor that this delinquency recognition policy is not less
      restrictive than any delinquency recognition policy established by the primary
      safety and soundness regulator, if any, of the Servicer.

    
      
        
        

      

      
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              Section
                4.05

            	
              Annual
                Statement of Compliance.

            


    

     

    (a)
      Not
      later than March 15th of each calendar year commencing in 2007, the Trustee
      and
      the Custodian shall deliver, and the Trustee shall cause each Subcontractor
      utilized by the Trustee and determined by the Trustee to be “participating in a
      servicing function” within the meaning of Item 1122 of Regulation AB (in each
      case, a “Servicing Function Participant”), to deliver, each at its own expense,
      to the Depositor and the Trustee, a report on an assessment of compliance with
      the Servicing Criteria applicable to it that contains (A) a statement by such
      party of its responsibility for assessing compliance with the Servicing Criteria
      applicable to it, (B) a statement that such party used the Servicing Criteria
      to
      assess compliance with the applicable Servicing Criteria, (C) such party’s
      assessment of compliance with the applicable Servicing Criteria as of and for
      the period ending the end of the fiscal year covered by the Form 10-K required
      to be filed pursuant to Section 6.14 of the Trust Agreement, including, if
      there
      has been any material instance of noncompliance with the applicable 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 Person’s assessment of compliance with the applicable
      Servicing Criteria as of and for such period. Each such assessment of compliance
      report shall be addressed to the Depositor and signed by an authorized officer
      of the applicable company, and shall address each of the applicable Servicing
      Criteria set forth on Exhibit N hereto, or as set forth in the notification
      furnished to the Depositor and the Trustee pursuant to Section 4.05(c). The
      Trustee and the Custodian hereby acknowledge and agree that their respective
      assessments of compliance will cover the items identified on Exhibit N hereto
      are being covered by such party. 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 Trustee or the Custodian, as applicable,
      Servicer as to the nature of any material instance of noncompliance with the
      Servicing Criteria (and Servicing Function Participant engaged or utilized
      by
      the Trustee), as the case may be. None of the Trustee, the Custodian or
      Servicing Function Participant shall be required to cause the delivery of any
      such assessments if it has received written confirmation from the Depositor
      that
      a Form 10-K is not required to be filed in respect of the Trust for the
      preceding calendar year. 

    
      
        
        

      

      
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    (b)
      Not
      later than March 15th of each calendar year commencing in 2007, the Trustee
      and
      the Custodian shall cause, and the Trustee shall cause each Servicing Function
      Participant utilized by the Trustee to cause, each at its own expense, a
      registered public accounting firm (which may also render other services to
      such
      party) and that is a member of the American Institute of Certified Public
      Accountants to furnish a report to the Trustee and the Depositor, with a copy
      to
      the Rating Agencies, to the effect that (i) it has obtained a representation
      regarding certain matters from the management of such Person, which includes
      an
      assertion that such Person has complied with the Servicing Criteria applicable
      to it 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, that attests to and reports on such Person’s assessment of compliance
      with the Servicing Criteria applicable to it. 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. Each such related
      accountant’s attestation report shall be made in accordance with Rules
      1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
      Exchange Act. Such report must be available for general use and not contain
      restricted use language. Promptly after receipt of each such accountants’
attestation report, the Depositor shall review the report and, if applicable,
      consult with the Trustee or the Custodian, as applicable, as to the nature
      of
      any defaults by the Trustee or the Custodian, as applicable, (and each Servicing
      Function Participant engaged or utilized by the Trustee), as the case may be,
      in
      the fulfillment of any of the Trustee’s, the Custodian’s or the applicable
      Servicing Function Participant’s obligations hereunder. None of the Trustee or
      the Custodian or the Servicing Function Participant shall be required to cause
      the delivery of any such attestation required by this paragraph in any year
      in
      which a Form 10-K is not required to be filed in respect of the Trust for the
      preceding calendar year. 

     

    (c)
      No
      later than February 1 of each fiscal year, commencing in 2007, in which a Form
      10-K will be required to be filed in respect of the Trust for the preceeding
      calendar year, the Trustee shall notify the Depositor as to the name of each
      Servicing Function Participant utilized by it, and each such notice will specify
      what specific Servicing Criteria will be addressed in the report on assessment
      of compliance prepared by such Servicing Function Participant in each case,
      to
      the extent of any change from the prior year’s notice, if any. When the Trustee
      submits its assessment pursuant to Section 4.05(a), the Trustee will also at
      such time include the assessment (and related attestation pursuant to Section
      4.05(b)) of each Servicing Function Participant utilized by it.

     

    
      	 	
              Section
                4.06

            	
              Regulation
                AB Compliance, Intent of the Parties;
                Reasonableness.

            


    

     

    The
      parties hereto acknowledge that interpretations of the requirements of
      Regulation AB may change over time, whether due to interpretive guidance
      provided by the Commission or its staff, consensus among participants in the
      asset-backed securities markets, advice of counsel, or otherwise, and agree
      to
      comply with requests made by the Depositor in good faith for delivery of
      information under these provisions on the basis of evolving interpretations
      of
      Regulation AB. In connection with the Trust, the Trustee, at the expense of
      the
      Depositor, shall cooperate fully with the Depositor to deliver to the Depositor
      (including its assignees or designees), any and all statements, reports,
      certifications, records and any other information available to the Trustee
      and
      reasonably necessary in the good faith determination of the Depositor to permit
      the Depositor to comply with the provisions of Regulation AB, together with
      such
      disclosures relating to the Trustee or Servicing Function Participant engaged
      by
      it, reasonably believed by the Depositor to be necessary in order to effect
      such
      compliance.

    
      
        
        

      

      
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    ARTICLE
      V

     

    DISTRIBUTIONS
      TO HOLDERS OF CERTIFICATES

     

    
      	 	
              Section
                5.01

            	
              Distributions
                Generally. 

            


    

     

    (a)           Subject
      to Section 7.01 respecting the final distribution on the Certificates, on
      each Distribution Date the Trustee or the Paying Agent shall make all
      distributions in accordance with this Article V. Such distributions shall be
      made by check mailed to each Certificateholder’s address as it appears on the
      Certificate Register of the Certificate Registrar or, upon written request
      made
      to the Trustee at least five Business Days prior to the related Record Date
      by
      any Certificateholder owning an aggregate initial Certificate Balance of at
      least $1,000,000, by wire transfer in immediately available funds to an account
      specified in the request and at the expense of such Certificateholder;
provided,
      however,
      that
      the final distribution in respect of any Certificate shall be made only upon
      presentation and surrender of such Certificate at the Certificate Registrar’s
      Corporate Trust Office; provided,
      further,
      that
      the foregoing provisions shall not apply to any Class of Certificates as long
      as
      such Certificate remains a Book-Entry Certificate in which case all payments
      made shall be made through the Clearing Agency and its Clearing Agency
      Participants. Notwithstanding the reduction of the Class Principal Balance
      of
      any Class of Certificates to zero, such Class will be outstanding hereunder
      (solely for the purpose of receiving distributions and not for any other
      purpose) until the termination of the respective obligations and
      responsibilities of the Depositor and the Trustee hereunder in accordance with
      Article VII. Wire transfers will be made at the expense of the Holder requesting
      such wire transfer by deducting a wire transfer fee from the related
      distribution. Notwithstanding such final payment of principal of any of the
      Certificates, each Residual Certificate will remain outstanding until the
      termination of each REMIC and the payment in full of all other amounts due
      with
      respect to the Residual Certificates and at such time such final payment in
      retirement of any Residual Certificate will be made only upon presentation
      and
      surrender of such Certificate at the Certificate Registrar’s Corporate Trust
      Office. If any payment required to be made on the Certificates is to be made
      on
      a day that is not a Business Day, then such payment will be made on the next
      succeeding Business Day.

     

    (b)           All
      distributions or allocations made with respect to the Certificateholders within
      each Class on each Distribution Date shall be allocated among the outstanding
      Certificates in such Class equally in proportion to their respective initial
      Class Principal Balances or Percentage Interests.

     

    
      	 	
              Section
                5.02

            	
              Priorities
                of Distribution. 

            


    

     

    On
      each
      Distribution Date, the Trustee shall withdraw from the Distribution Account
      the
      Available Distribution Amount (to the extent that such amount is then on deposit
      in the Distribution Account) and shall distribute such amount in the following
      order of priority:

     

    (a)           With
      respect to the portion of Available Distribution Amount for such Distribution
      Date consisting of the Interest Remittance Amount for such Distribution Date,
      on
      each Distribution Date, the Trustee shall withdraw the Interest Remittance
      Amount from the Available Distribution Amount on deposit in the Distribution
      Account for that Distribution Date, and apply such funds to distributions on
      the
      specified Class of Certificates that have outstanding Class Principal Balances,
      sequentially, as follows: first,
      (i) to
      the Class A-1 Certificates, the Class A Interest Distribution Amount for such
      Distribution Date and second,
      (ii)
      sequentially, to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
      Class B-3, Class B-4 and Class B-5 Certificates, in that order, their respective
      Subordinated Interest Distribution Amounts, in each case, to the extent of
      the
      Interest Remittance Amount remaining for such Class for such Distribution
      Date;

    
      
        
        

      

      
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    (b)(i)           On
      each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event is in effect, the Holders of each of the Class A-1, Class M-1, Class
      M-2,
      Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates
      shall be entitled to receive distributions in respect of principal from the
      Principal Distribution Amount, first, to the holders of (x) the Class A-1
      Certificates in accordance, until their Class Principal Balance is reduced
      to
      zero, and then, to the holders of (y) the Class M-1, Class M-2, Class M-3,
      Class
      B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, sequentially,
      in that order, until their respective Class Principal Balances are reduced
      to
      zero.

     

    (ii)           On
      each Distribution Date (a) on or after the Stepdown Date and (b) on which a
      Trigger Event is not in effect, the Holders of the Class A-1, Class M-1, Class
      M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5
      Certificates shall be entitled to receive distributions in respect of principal
      from the Principal Distribution Amount in the following amounts and order of
      priority:

     

    
      	 	
              (i)

            	
              to
                the Class A-1 Certificates, the Class A Principal Distribution Amount,
                until their Class Principal Balance is reduced to
                zero;

            


    

     

    
      	 	
              (ii)

            	
              to
                the Class M-1 Certificates, the Class M-1 Principal Distribution
                Amount,
                until their Class Principal Balance is reduced to
                zero;

            


    

     

    
      	 	
              (iii)

            	
              to
                the Class M-2 Certificates, the Class M-2 Principal Distribution
                Amount,
                until their Class Principal Balance is reduced to
                zero;

            


    

     

    
      	 	
              (iv)

            	
              to
                the Class M-3 Certificates, the Class M-3 Principal Distribution
                Amount,
                until their Class Principal Balance is reduced to
                zero;

            


    

     

    
      	 	
              (v)

            	
              to
                the Class B-1 Certificates, the Class B-1 Principal Distribution
                Amount,
                until their Class Principal Balance is reduced to zero;
                

            


    

     

    
      	 	
              (vi)

            	
              to
                the Class B-2 Certificates, the Class B-2 Principal Distribution
                Amount,
                until their Class Principal Balance is reduced to zero;
                

            


    

     

    
      	 	
              (vii)

            	
              to
                the Class B-3 Certificates, the Class B-3 Principal Distribution
                Amount,
                until their Class Principal Balance is reduced to zero;
                

            


    

     

    
      	 	
              (viii)

            	
              to
                the Class B-4 Certificates, the Class B-4 Principal Distribution
                Amount,
                until their Class Principal Balance is reduced to zero;
                

            


    

     

    
      
        
        

      

      
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              (ix)

            	
              to
                the Class B-5 Certificates, the Class B-5 Principal Distribution
                Amount,
                until their Class Principal Balance is reduced to zero;
                and

            


    

     

    (c)           On
      each Distribution Date the sum of (i) the Overcollateralization Release Amount
      and (ii) Net Monthly Excess Cashflow, each for such Distribution Date, shall
      be
      distributed in the following order of priority, in each case to the extent
      of
      the amounts remaining:

     

    (i)           the
      Extra Principal Distribution Amount will be distributed (a) prior to the
      Stepdown Date or if a Trigger Event is in effect, sequentially, first,
      to the
      holders of (x) the Class A-1 Certificates, until their Class Principal Balance
      is reduced to zero, and second,
      to the
      holders of (y) the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
      B-3, Class B-4 and Class B-5 Certificates, sequentially, in that order, until
      their respective Class Principal Balances are reduced to zero and (b) on and
      after the Stepdown Date and if a Trigger Event is not in effect, sequentially,
      first,
      to the
      holders of (x) the Class A-1 Certificates, the amount calculated pursuant to
      the
      second bullet point of Class A Principal Distribution Amount, and second,
      to the
      holders of (y) the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
      B-3, Class B-4 and Class B-5 Certificates, sequentially, in that order, the
      amount calculated pursuant to the second bullet point of Class M-1 Principal
      Distribution Amount, Class M-2 Principal Distribution Amount, Class M-3
      Principal Distribution Amount, Class B-1 Principal Distribution Amount, Class
      B-2 Principal Distribution Amount, Class B-3 Principal Distribution Amount,
      Class B-4 Principal Distribution Amount and Class B-5 Principal Distribution
      Amount, respectively, in each case after application of the distributions to
      such Certificates on that Distribution Date pursuant to clause (b)(i) above,
      until their respective Class Principal Balances are reduced to
      zero;

     

    (ii)           to
      the Class M-1 Certificates, the related Interest Carry Forward
      Amount;

     

    (iii)          to
      the Class M-1 Certificates, the related Unpaid Realized Loss
      Amount;

     

    (iv)          to
      the Class M-2 Certificates, the related Interest Carry Forward
      Amount;

     

    (v)           to
      the Class M-2 Certificates, the related Unpaid Realized Loss
      Amount;

     

    (vi)          to
      the Class M-3 Certificates, the related Interest Carry Forward
      Amount;

     

    (vii)         to
      the Class M-3 Certificates, the related Unpaid Realized Loss
      Amount;

     

    (viii)        to
      the Class B-1 Certificates, the related Interest Carry Forward
      Amount;

     

    (ix)           to
      the Class B-1 Certificates, the related Unpaid Realized Loss
      Amount;

     

    (x)           
      to the Class B-2 Certificates, the related Interest Carry Forward
      Amount;

     

    (xi)           to
      the Class B-2 Certificates, the related Unpaid Realized Loss
      Amount;

     

    (xii)          to
      the Class B-3 Certificates, the related Interest Carry Forward
      Amount;

    
      
        
        

      

      
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    (xiii)         to
      the Class B-3 Certificates, the related Unpaid Realized Loss
      Amount;

     

    (xiv)         to
      the Class B-4 Certificates, the related Interest Carry Forward
      Amount;

     

    (xv)          to
      the Class B-4 Certificates, the related Unpaid Realized Loss
      Amount;

     

    (xvi)         to
      the Class B-5 Certificates, the related Interest Carry Forward
      Amount;

     

    (xvii)        to
      the Class B-5 Certificates, the related Unpaid Realized Loss
      Amount;

     

    (xviii)       to
      the Class A-1 Certificates, any unpaid remaining Basis Risk Carry Forward Amount
      for such Class;

     

    (xix)          sequentially,
      to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
      Certificates, in that order, 
      any
      unpaid remaining Basis Risk Carry Forward Amount for each such
      Class;

     

    (xx)           to
      the Class OC Certificates, the Class OC Distributable Amount; and

     

    (xxi)           to
      the holders of the Class R Certificates, any remaining amounts.

     

    For
      the
      avoidance of doubt, Section 5.02(c) is intended to cause the Class OC
      Certificates to receive from amounts remaining after the application of all
      other clauses of Section 5.02(c) preceding it, an amount up to the sum of the
      Class OC Distributable Amount for that Distribution Date and any Class OC
      Distributable Amounts remaining unpaid from prior Distribution Dates and the
      Trustee shall construe Section 5.02(c) as necessary so as to accomplish such
      result.

     

    (d)           On
      each Distribution Date, the Class P Distribution Amount received during the
      related Prepayment Period will be distributed to the holders of the Class P
      Certificates. On the Distribution Date in August 2011, the $100 held in trust
      for the Class P Certificates will be distributed to the holders of the Class
      P
      Certificates.

     

    
      	 	
              Section
                5.03

            	
              Allocation
                of Losses. 

            


    

     

    (a)           On
      or prior to each Distribution Date, the Trustee shall aggregate the information
      provided by the Servicer with respect to the total amount of Realized Losses
      for
      the related Distribution Date.

     

    (b)           Any
      Applied Loss Amounts on the Mortgage Loans shall be allocated to the
      Subordinated Certificates in reverse order of their respective priorities of
      payment (beginning with the Class of Class B Certificates then outstanding
      with
      the highest numerical Class designation or, if no Classes of Class B
      Certificates are outstanding, then beginning with the Class of Class M
      Certificates then outstanding with the highest numerical Class designation)
      until the respective Class Principal Balance of each such Class is reduced
      to
      zero.

     

    (c)           The
      Class Principal Balance of the Class of Subordinated Certificates then
      outstanding with the highest numerical Class designation shall be reduced on
      each Distribution Date by the Applied Loss Amount, if any. For the avoidance
      of
      doubt, no reductions will be made in the Class Principal Balance of the Senior
      Certificates in respect of Realized Losses on the Mortgage Loans.

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    (d)           Any
      Applied Loss Amounts 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) above shall be allocated among the Certificates of such Class in
      proportion to their respective Certificate Balances.

     

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

     

    (f)           For
      the avoidance of doubt, no Realized Losses on the Mortgage Loans shall be
      allocated to the Class P Certificates.

     

    (g)           In
      the event of any Subsequent Recoveries, (i) such amount shall be treated as
      a
      Principal Prepayment and shall be included in the Available Distribution Amount
      for the Distribution Date occurring in the month following the month in which
      such recovery is received and (ii) the Certificate Balance of the Class or
      Classes to which the related Realized Loss had previously been allocated,
      whether or not such Class or Classes remain outstanding, shall be increased
      in
      direct order of priority, in each case by an amount equal to the lesser of
      (x)
      the amount of such recovery and (y) the aggregate amount of Realized Losses
      previously allocated to such Classes less amounts previously allocated to such
      Classes pursuant to this paragraph.

     

    
      	 	
              Section
                5.04

            	
              Determination
                of Pass-Through Rates for LIBOR
                Certificates.

            


    

     

    (a)           On
      each Interest Determination Date after the initial Interest Determination Date
      and for so long as any LIBOR Certificates are outstanding, the Trustee will
      determine LIBOR on the basis of the British Bankers’ Association (“BBA”)
      “Interest Settlement Rate” for one-month deposits in U.S. dollars as found on
      Telerate page 3750 as of 11:00 a.m. London time on each LIBOR Determination
      Date. “Telerate Page 3750” means the display page currently so designated on the
      Moneyline Telerate Service (formerly the Dow Jones Markets) (or such other
      page
      as may replace that page on that service for the purpose of displaying
      comparable rates or prices).

     

    (b)           If
      on any Interest Determination Date, LIBOR cannot be determined as provided
      in
      paragraph (a) of this Section 5.05, the Trustee shall either (i) request each
      Reference Bank to inform the Trustee of the quotation offered by its principal
      London office for making one-month United States dollar deposits in leading
      banks in the London interbank market, as of 11:00 a.m. (London time) on such
      Interest Determination Date or (ii) in lieu of making any such request, rely
      on
      such Reference Bank quotations that appear at such time on the Reuters Screen
      LIBO Page (as defined in the International Swap Dealers Association Inc. Code
      of
      Standard Wording, Assumptions and Provisions for Swaps, 1986 Edition), to the
      extent available. LIBOR for the next Interest Accrual Period will be established
      by the Trustee on each interest Determination Date as follows:

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    (i)           If
      on any Interest Determination Date two or more Reference Banks provide such
      offered quotations, LIBOR for the next applicable Interest Accrual Period shall
      be the arithmetic mean of such offered quotations (rounding such arithmetic
      mean
      upwards if necessary to the nearest whole multiple of 1/32%).

     

    (ii)           If
      on any Interest Determination Date only one or none of the Reference Banks
      provides such offered quotations, LIBOR for the next Interest Accrual Period
      shall be whichever is the higher of (i) LIBOR as determined on the previous
      Interest Determination Date or (ii) the Reserve Interest Rate. The “Reserve
      Interest Rate”
shall
      be the rate per annum which the Trustee determines to be either (i) the
      arithmetic mean (rounded upwards if necessary to the nearest whole multiple
      of
      1/32%) of the one-month United States dollar lending rates that New York City
      banks selected by the Trustee are quoting, on the relevant Interest
      Determination Date, to the principal London offices of at least two of the
      Reference Banks to which such quotations are, in the opinion of the Trustee,
      being so made, or (ii) in the event that the Trustee can determine no such
      arithmetic mean, the lowest one-month United States dollar lending rate which
      New York City banks selected by the Trustee are quoting on such Interest
      Determination Date to leading European banks. 

     

    (iii)           If
      on any Interest Determination Date the Trustee is required but is unable to
      determine the Reserve Interest Rate in the manner provided in paragraph (b)
      above, LIBOR for the related Classes of Certificates shall be LIBOR as
      determined on the preceding applicable Interest Determination Date.

     

    (iv)           In
      the case of the first Distribution Date, LIBOR shall be 5.4247%.

     

    Until
      all
      of the LIBOR Certificates are paid in full, the Trustee will at all times retain
      at least four Reference Banks for the purpose of determining LIBOR with respect
      to each Interest Determination Date. The Trustee initially shall designate
      the
      Reference Banks. Each “Reference
      Bank”
shall
      be a leading bank engaged in transactions in Eurodollar deposits in the
      international Eurocurrency market, shall not control, be controlled by, or
      be
      under common control with, the Trustee and shall have an established place
      of
      business in London. If any such Reference Bank should be unwilling or unable
      to
      act as such or if the Trustee should terminate its appointment as Reference
      Bank, the Trustee shall promptly appoint or cause to be appointed another
      Reference Bank. The Trustee shall have no liability or responsibility to any
      Person for (i) the selection of any Reference Bank for purposes of determining
      LIBOR or (ii) any inability to retain at least four Reference Banks which is
      caused by circumstances beyond its reasonable control.

     

    (c)           The
      Pass-Through Rate for each Class of LIBOR Certificates for each Interest Accrual
      Period shall be determined by the Trustee on each Interest Determination Date
      so
      long as the LIBOR Certificates are outstanding on the basis of LIBOR and the
      respective formulae appearing in footnotes corresponding to the LIBOR
      Certificates in the table relating to the Certificates in the Preliminary
      Statement.

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    (d)           In
      determining LIBOR, any Pass-Through Rate for the LIBOR Certificates, any
      Interest Settlement Rate, or any Reserve Interest Rate, the Trustee may
      conclusively rely and shall be protected in relying upon the offered quotations
      (whether written, oral or on the Dow Jones Markets) from the BBA designated
      banks, the Reference Banks or the New York City banks as to LIBOR, the Interest
      Settlement Rate or the Reserve Interest Rate, as appropriate, in effect from
      time to time. The Trustee shall not have any liability or responsibility to
      any
      Person for (i) the selection of New York City banks for purposes of determining
      any Reserve Interest Rate or (ii) its inability, following a good-faith
      reasonable effort, to obtain such quotations from, the BBA designated banks,
      the
      Reference Banks or the New York City banks or to determine such arithmetic
      mean,
      all as provided for in this Section 5.04.

     

    (e)           The
      establishment of LIBOR and each Pass-Through Rate for the LIBOR Certificates
      by
      the Trustee shall (in the absence of manifest error) be final, conclusive and
      binding upon each Holder of a Certificate and the Trustee.

     


    
      
        
        

      

      
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    ARTICLE
      VI

     

    CONCERNING
      THE TRUSTEE; EVENTS OF DEFAULT

     

    
      	 	
              Section
                6.01

            	
              Duties
                of Trustee. 

            


    

     

    (a)           The
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Agreement. Any permissive right of the Trustee
      provided for in this Agreement shall not be construed as a duty of the
      Trustee.

     

    (b)           The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee which
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they are in the form required
      by this Agreement; provided,
      however,
      that
      the Trustee shall not be responsible for the accuracy or content of any such
      resolution, certificate, statement, opinion, report, document, order or other
      instrument furnished by the Servicer to the Trustee pursuant to this Agreement,
      and shall not be required to recalculate or verify any numerical information
      furnished to the Trustee pursuant to this Agreement. Subject to the immediately
      preceding sentence, if any such resolution, certificate, statement, opinion,
      report, document, order or other instrument is found not to conform to the
      form
      required by this Agreement in a material manner the Trustee shall take such
      action as it deems appropriate to cause the instrument to be corrected, and
      if
      the instrument is not corrected to the Trustee’s satisfaction, the Trustee will
      provide notice thereof to the Certificateholders and will, at the expense of
      the
      Trust Fund, which expense shall be reasonable given the scope and nature of
      the
      required action, take such further action as directed by the
      Certificateholders.

     

    (i)           The
      Trustee shall not have any liability arising out of or in connection with this
      Agreement, except for its negligence or willful misconduct. No provision of
      this
      Agreement shall be construed to relieve the Trustee from liability for its
      own
      negligent action, its own negligent failure to act or its own willful
      misconduct; provided,
      however,
      that:

     

    (ii)           No
      provision of this Agreement shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      it
      shall have reasonable grounds for believing that repayment of such funds or
      indemnity reasonably satisfactory to it against such risk or liability is not
      reasonably assured to it; and

     

    (iii)           The
      Trustee shall not be responsible for any act or omission of the Depositor,
      the
      Seller, the Servicer or any Custodian (unless the Trustee and the Custodian
      are
      the same Person).

     

    (c)           The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered to or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder.

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    (d)           The
      Trustee shall not be personally liable with respect to any action taken,
      suffered or omitted to be taken by it in good faith in accordance with the
      direction of the Certificateholders of any Class holding Certificates which
      evidence, as to such Class, Percentage Interests aggregating not less than
      25%
      as to the time, method and place of conducting any proceeding for any remedy
      available to the Trustee or exercising any trust or power conferred upon the
      Trustee under this Agreement or the Acknowledgements.

     

    (e)           The
      Trustee shall not be required to perform services under this Agreement, or
      to
      expend or risk its own funds or otherwise incur financial liability for the
      performance of any of its duties hereunder or the exercise of any of its rights
      or powers if there is reasonable ground for believing that the timely payment
      of
      its fees and expenses or the repayment of such funds or indemnity reasonably
      satisfactory to it against such risk or liability is not reasonably assured
      to
      it, and none of the provisions contained in this Agreement shall in any event
      require the Trustee to perform, or be responsible for the manner of performance
      of, any of the obligations of the Servicer under this Agreement or the Servicing
      Agreement.

     

    (f)           The
      Trustee shall not be held liable by reason of any insufficiency in the
      Distribution Account resulting from any investment loss on any Permitted
      Investment included therein (except to the extent that the Trustee is the
      obligor and has defaulted thereon).

     

    (g)           The
      Trustee shall not have any duty (A) to see to any recording, filing, or
      depositing of this Agreement or any agreement referred to herein or any
      financing statement or continuation statement evidencing a security interest,
      or
      to see to the maintenance of any such recording or filing or depositing or
      to
      any rerecording, refiling or redepositing of any thereof, (B) to see to any
      insurance, (C) to see to the payment or discharge of any tax, assessment,
      or other governmental charge or any lien or encumbrance of any kind owing with
      respect to, assessed or levied against, any part of the Trust Fund other than
      from funds available in the Distribution Account, or (D) to confirm or
      verify the contents of any reports or certificates of the Servicer delivered
      to
      the Trustee pursuant to this Agreement believed by the Trustee to be genuine
      and
      to have been signed or presented by the proper party or parties.

     

    (h)           The
      Trustee shall not be liable in its individual capacity for an error of judgment
      made in good faith by a Responsible Officer or other officers of the Trustee
      unless it shall be proved that the Trustee was negligent in ascertaining the
      pertinent facts.

     

    (i)           Notwithstanding
      anything in this Agreement to the contrary, the Trustee shall not be liable
      for
      special, indirect or consequential losses or damages of any kind whatsoever
      (including, but not limited to, lost profits), even if the Trustee has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action.

     

    For
      all
      purposes under this Agreement, the Trustee shall not be deemed to have any
      notice of any event of default under a Servicing Agreement unless a Responsible
      Officer of the Trustee has actual knowledge thereof or unless written notice
      of
      any event which is in fact such a default is received by the Trustee at the
      Corporate Trust Office of the Trustee, and such notice references the Holders
      of
      the Certificates and this Agreement.

    
      
        
        

      

      
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              Section
                6.02

            	
              Certain
                Matters Affecting the Trustee. 

            


    

     

    Except
      as
      otherwise provided in Section 6.01:

     

    (i)           The
      Trustee may request, and may rely and shall be protected in acting or refraining
      from acting upon any resolution, Officer’s Certificate, certificate of auditors
      or any other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document believed
      by
      it to be genuine and to have been signed or presented by the proper party or
      parties;

     

    (ii)           The
      Trustee may consult with counsel and any advice of its counsel or Opinion of
      Counsel shall be full and complete authorization and protection in respect
      of
      any action taken or suffered or omitted by it hereunder in good faith and in
      accordance with such advice or Opinion of Counsel;

     

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

     

    (iv)           The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document,
      unless requested in writing to do so by the Holders of at least a majority
      in
      Class Principal Balance or Percentage Interest of each Class of Certificates;
      provided,
      however,
      that,
      if the payment within a reasonable time to the Trustee of the costs, expenses
      or
      liabilities likely to be incurred by it in the making of such investigation
      is,
      in the opinion of the Trustee not reasonably assured to the Trustee by the
      security afforded to it by the terms of this Agreement, the Trustee o may
      require indemnity reasonably satisfactory to it against such expense or
      liability or payment of such estimated expenses from the Certificateholders
      as a
      condition to proceeding. The reasonable expense thereof shall be paid by the
      party requesting such investigation and if not reimbursed by the requesting
      party shall be reimbursed to the Trustee by the Trust Fund;

     

    (v)           The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents, custodians or attorneys,
      which agents, custodians or attorneys shall have any and all of the rights,
      powers, duties and obligations of the Trustee conferred on them by such
      appointment, provided that the Trustee shall continue to be responsible for
      its
      duties and obligations hereunder to the extent provided herein, and provided
      further that the Trustee shall not be responsible for any misconduct or
      negligence on the part of any such agent or attorney appointed with due care
      by
      the Trustee;

     

    (vi)           The
      Trustee shall not be under any obligation to exercise any of the trusts or
      powers vested in it by this Agreement or the Acknowledgements or to institute,
      conduct or defend any litigation hereunder or in relation hereto, in each case
      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 security or indemnity reasonably satisfactory to it
      against the costs, expenses and liabilities which may be incurred therein or
      thereby;

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    (vii)           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 such act;

     

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

     

    (ix)           In
      order to comply with its duties under the U.S.A. Patriot Act, the Trustee shall
      obtain and verify certain information and documentation from the other parties
      to this Agreement, including, but not limited to each such party’s name, address
      and other identifying information.

     

    
      	 	
              Section
                6.03

            	
              Trustee
                Not Liable for Certificates. 

            


    

     

    The
      Trustee makes no representations as to the validity or sufficiency of this
      Agreement, any Purchase Agreement, the Servicing Agreement, the Custodial
      Agreements or Acknowledgement or of the Certificates (other than the certificate
      of authentication on the Certificates) or of any Mortgage Loan, or related
      document save that the Trustee represents that, assuming due execution and
      delivery by the other parties hereto, this Agreement has been duly authorized,
      executed and delivered by it and constitutes its valid and binding obligation,
      enforceable against it in accordance with its terms except that such
      enforceability may be subject to (A) applicable bankruptcy and insolvency
      laws and other similar laws affecting the enforcement of the rights of creditors
      generally, and (B) general principles of equity regardless of whether such
      enforcement is considered in a proceeding in equity or at law. The Trustee
      shall
      not be accountable for the use or application by the Depositor of funds paid
      to
      the Depositor in consideration of the assignment of the Mortgage Loans to the
      Trust Fund by the Depositor or for the use or application of any funds deposited
      into the Distribution Account or any other fund or account maintained with
      respect to the Certificates. The Trustee shall not be responsible for the
      legality or validity of this Agreement or any other document or agreement
      described in this Section 6.03 or the validity, priority, perfection or
      sufficiency of the security for the Certificates issued or intended to be issued
      hereunder. The Trustee shall not have any responsibility for filing any
      financing or continuation statement in any public office at any time or to
      otherwise perfect or maintain the perfection of any security interest or lien
      granted to it hereunder or to record this Agreement.

     

    
      	 	
              Section
                6.04

            	
              Trustee
                May Own Certificates. 

            


    

     

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

    
      
        
        

      

      
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              Section
                6.05

            	
              Eligibility
                Requirements for Trustee. 

            


    

     

    The
      Trustee hereunder shall at all times be a corporation or association organized
      and doing business under the laws of a state or the United States of America,
      authorized under such laws to exercise corporate trust powers, having a combined
      capital and surplus of at least $50,000,000, subject to supervision or
      examination by federal or state authority and with a credit rating which would
      not cause any of the Rating Agencies to reduce their respective then current
      ratings of the Certificates (or having provided such security from time to
      time
      as is sufficient to avoid such reduction) as evidenced in writing by each Rating
      Agency. If such corporation or association publishes reports of condition at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this Section 6.05
      the combined capital and surplus of such corporation or association shall be
      deemed to be its combined capital and surplus as set forth in its most recent
      report of condition so published. In case at any time the Trustee shall cease
      to
      be eligible in accordance with the provisions of this Section 6.05, the Trustee
      shall resign immediately in the manner and with the effect specified in Section
      6.06 hereof. The entity serving as Trustee may have normal banking and trust
      relationships with the Depositor, the Seller, the Servicer, each Custodian
      and
      their respective affiliates.

     

    The
      Trustee (i) may not be an Originator, Servicer, the Depositor or an affiliate
      of
      the Depositor, (ii) must be authorized to exercise corporate trust powers under
      the laws of its jurisdiction of organization, and (iii) must be rated at least
      "A/A1" by S&P or the equivalent rating by Moody's (or such rating acceptable
      to S&P and Moody’s pursuant to a written confirmation). If at any time the
      Trustee shall cease to be eligible in accordance with the provisions of this
      Section 6.05, the Trustee shall resign in the manner and with the effect
      specified in Section 6.06. 

     

    
      	 	
              Section
                6.06

            	
              Resignation
                and Removal of Trustee. 

            


    

     

    (a)           The
      Trustee may at any time resign and be discharged from the trust hereby created
      by giving written notice thereof to the Depositor. Upon receiving such notice
      of
      resignation, the Depositor will promptly appoint a successor trustee, by written
      instrument, one copy of which instrument shall be delivered to the resigning
      Trustee, one copy to the successor trustee and one copy to the Servicer. If
      no
      successor trustee shall have been so appointed and shall have accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trustee may petition any court of competent jurisdiction for the
      appointment of a successor trustee.

     

    (b)           If
      at any time (i) the Trustee shall cease to be eligible in accordance with
      the provisions of Section 6.05 and shall fail to resign after written
      request therefor by the Depositor, (ii) the Trustee shall become incapable
      of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the
      Trustee of its property shall be appointed, or any public officer shall take
      charge or control of the Trustee or of either of their property or affairs
      for
      the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
      imposed or threatened with respect to the Trust Fund by any state in which
      the
      Trustee or the Trust Fund held by the Trustee is located due to the location
      of
      the Trustee, or (iv) the continued use of the Trustee would result in a
      downgrading of the rating by any Rating Agency of any Class of Certificates
      with
      a rating, then the Depositor shall remove the Trustee and the Depositor shall
      appoint a successor trustee by written instrument, one copy of which instrument
      shall be delivered to the Trustee so removed, one copy to the successor trustee
      and one copy to the Servicer.

    
      
        
        

      

      
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    (c)           The
      Holders of more than 50% of the Class Principal Balance (or Percentage Interest)
      of each Class of Certificates may at any time upon 30 days’ written notice to
      the Trustee and to the Depositor remove the Trustee by such written instrument,
      signed by such Holders or their attorney-in-fact duly authorized, one copy
      of
      which instrument shall be delivered to the Depositor, one copy to the Trustee
      and one copy to the Servicer; the Depositor shall thereupon appoint a successor
      trustee in accordance with this Section 6.06.

     

    (d)           Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to any of the provisions of this Section shall become effective upon
      acceptance of appointment by the successor trustee, as provided in
      Section 6.07. If no successor trustee shall have been so appointed and
      shall have accepted appointment within 30 days after such notice of dismissal,
      the Trustee who received such notice of dismissal may petition any court of
      competent jurisdiction for the appointment of a successor trustee.

     

    
      	 	
              Section
                6.07

            	
              Successor
                Trustee. 

            


    

     

    (a)           Any
      successor trustee appointed as provided in Section 6.06 shall execute,
      acknowledge and deliver to the Depositor and to its predecessor trustee an
      instrument accepting such appointment hereunder, and thereupon the resignation
      or removal of the predecessor trustee shall become effective and such successor
      trustee without any further act, deed or conveyance, shall become fully vested
      with all the rights, powers, duties and obligations of its predecessor
      hereunder, with like effect as if originally named as trustee herein. The
      predecessor trustee shall deliver to the successor trustee all Trustee Mortgage
      Files and documents and statements related to each Trustee Mortgage File held
      by
      it hereunder, and shall duly assign, transfer, deliver and pay over to the
      successor trustee the entire Trust Fund, together with all necessary instruments
      of transfer and assignment or other documents properly executed necessary to
      effect such transfer and such of the records or copies thereof maintained by
      the
      predecessor trustee in the administration hereof as may be requested by the
      successor trustee and shall thereupon be discharged from all duties and
      responsibilities under this Agreement. In addition, the Depositor and the
      predecessor trustee shall execute and deliver such other instruments and do
      such
      other things as may reasonably be required to more fully and certainly vest
      and
      confirm in the successor trustee all such rights, powers, duties and
      obligations.

     

    (b)           No
      successor trustee shall accept appointment as provided in this Section 6.07
      unless at the time of such appointment such successor trustee shall be eligible
      under the provisions of Section 6.05.

     

    (c)           Upon
      acceptance of appointment by a successor trustee as provided in this Section
      6.07, such successor trustee shall mail notice of the succession of such trustee
      hereunder to all Holders of Certificates at their addresses as shown in the
      Certificate Register and to any Rating Agency. The costs of such mailing shall
      be borne by the Trustee.

    
      
        
        

      

      
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    (d)           Any
      successor trustee shall also serve as auction administrator pursuant to Section
      7.01(b).

     

    
      	 	
              Section
                6.08

            	
              Merger
                or Consolidation of Trustee. 

            


    

     

    Any
      Person into which the Trustee may be merged or with which it may be
      consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any Persons succeeding
      to the corporate trust business of the Trustee, shall be the successor to the
      Trustee hereunder, without the execution or filing of any paper or any further
      act on the part of any of the parties hereto, anything herein to the contrary
      notwithstanding, provided that, such Person shall be eligible under the
      provisions of Section 6.05.

     

    
      	 	
              Section
                6.09

            	
              Appointment
                of Co-Trustee, Separate Trustee or Custodian. 

            


    

     

    (a)           Notwithstanding
      any other provisions hereof, at any time, the Trustee, the Depositor or the
      Certificateholders evidencing more than 50% of the Class Principal Balance
      (or
      Percentage Interest) of every Class of Certificates shall have the power from
      time to time to appoint one or more Persons, approved by the Trustee, to act
      either as co-trustees jointly with the Trustee, or as separate trustees, or
      as
      custodians, for the purpose of holding title to, foreclosing or otherwise taking
      action with respect to any Mortgage Loan outside the state where the Trustee
      has
      its principal place of business where such separate trustee or co-trustee is
      necessary or advisable (or the Trustee has been advised by the Servicer that
      such separate trustee or co-trustee is necessary or advisable) under the laws
      of
      any state in which a property securing a Mortgage Loan is located or for the
      purpose of otherwise conforming to any legal requirement, restriction or
      condition in any state in which a property securing a Mortgage Loan is located
      or in any state in which any portion of the Trust Fund is located. The separate
      Trustees, co-trustees, or custodians so appointed shall be trustees or
      custodians for the benefit of all the Certificateholders and shall have such
      powers, rights and remedies as shall be specified in the instrument of
      appointment; provided,
      however,
      that no
      such appointment shall, or shall be deemed to, constitute the appointee an
      agent
      of the Trustee. 

     

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

     

    (i)           all
      powers, duties, obligations and rights conferred upon the Trustee in respect
      of
      the receipt, custody and payment of moneys shall be exercised solely by the
      Trustee;

     

    (ii)           all
      other 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, co-trustee, or custodian jointly, except
      to
      the extent that under any law of any jurisdiction in which any particular act
      or
      acts are to be performed 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 by such
      separate trustee, co-trustee, or custodian;

    
      
        
        

      

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

     

    (iv)           the
      Trustee may at any time, by an instrument in writing executed by it, with the
      concurrence of the Depositor, accept the resignation of or remove any separate
      trustee, co-trustee or custodian, so appointed by it or them, if such
      resignation or removal does not violate the other terms of this
      Agreement.

     

    (c)           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,
      co-trustee or custodian shall refer to this Agreement and the conditions of
      this
      Article VI. Each separate trustee and co-trustee, upon its acceptance of the
      trusts conferred, shall be vested with the estates or property specified in
      its
      instrument of appointment, either jointly with the 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 given to the
      Servicer.

     

    (d)           Any
      separate trustee, co-trustee or custodian 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, co-trustee
      or
      custodian 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.

     

    (e)           No
      separate trustee, co-trustee or custodian hereunder shall be required to meet
      the terms of eligibility as a successor trustee under Section 6.05
      hereunder and no notice to the Certificateholders of the appointment shall
      be
      required under Section 6.07 hereof.

     

    (f)           The
      Trust shall pay the reasonable compensation of the co-trustees (which
      compensation shall not reduce any compensation payable to the Trustee under
      such
      Section).

     

    
      	 	
              Section
                6.10

            	
              Authenticating
                Agents. 

            


    

     

    (a)           The
      Trustee may appoint one or more Authenticating Agents which shall be authorized
      to act on behalf of the Trustee in authenticating Certificates. In the absence
      of any such appointment, references herein to the Authenticating Agent shall
      mean the Trustee. Wherever reference is made in this Agreement to the
      authentication of Certificates by the Trustee or the Trustee’s certificate of
      authentication, such reference shall be deemed to include authentication on
      behalf of the Trustee by an Authenticating Agent and a certificate of
      authentication executed on behalf of the Trustee by an Authenticating Agent.
      Each Authenticating Agent must be a corporation organized and doing business
      under the laws of the United States of America or of any state, having a
      combined capital and surplus of at least $15,000,000, authorized under such
      laws
      to do a trust business and subject to supervision or examination by federal
      or
      state authorities.

    
      
        
        

      

      
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    (b)           Any
      Person into which any Authenticating Agent may be merged or converted or with
      which it may be consolidated, or any Person resulting from any merger,
      conversion or consolidation to which any Authenticating Agent shall be a party,
      or any Person succeeding to the corporate agency business of any Authenticating
      Agent, shall continue to be the Authenticating Agent without the execution
      or
      filing of any paper or any further act on the part of the Trustee or the
      Authenticating Agent.

     

    (c)           Any
      Authenticating Agent may at any time resign by giving at least 30 days’ advance
      written notice of resignation to the Trustee and the Depositor. The Trustee
      may
      at any time terminate the agency of any Authenticating Agent by giving written
      notice of termination to such Authenticating Agent and the Depositor. Upon
      receiving a notice of resignation or upon such a termination, or in case at
      any
      time any Authenticating Agent shall cease to be eligible in accordance with
      the
      provisions of this Section 6.10, the Trustee may appoint a successor
      authenticating agent, shall give written notice of such appointment to the
      Depositor and shall mail notice of such appointment to all Holders of
      Certificates. Any successor authenticating agent upon acceptance of its
      appointment hereunder shall become vested with all the rights, powers, duties
      and responsibilities of its predecessor hereunder, with like effect as if
      originally named as Authenticating Agent. No successor authenticating agent
      shall be appointed unless eligible under the provisions of this
      Section 6.10. No Authenticating Agent shall have responsibility or
      liability for any action taken by it as such at the direction of the
      Trustee.

     

    
      	 	
              Section
                6.11

            	
              Indemnification
                of the Trustee. 

            


    

     

    The
      Trustee (in its individual capacity and in its capacity as trustee hereunder)
      and its directors, officers, employees and agents shall be entitled to
      indemnification from the Trust Fund for any loss, liability or expense
      (including the reasonable compensation and the expenses and disbursements of
      its
      agents or counsel), incurred without negligence or willful misconduct on their
      part, arising out of, or in connection with, the acceptance or administration
      of
      the trusts created hereunder or under the Purchase Agreements, the Servicing
      Agreement, Acknowledgements or the Custodial Agreements or in connection with
      the performance of their duties hereunder or thereunder including the costs
      and
      expenses of defending themselves against any claim in connection with the
      exercise or performance of any of their powers or duties hereunder or
      thereunder, provided
      that:

     

    (i)           with
      respect to any such claim, the Trustee shall have given the Depositor written
      notice thereof promptly after the Trustee shall have knowledge
      thereof;

     

    (ii)           while
      maintaining control over its own defense, the Trustee shall cooperate and
      consult fully with the Depositor in preparing such defense; and

     

    (iii)           notwithstanding
      anything to the contrary in this Section 6.11, the Trust Fund shall not be
      liable for settlement of any such claim by the Trustee entered into without
      the
      prior consent of the Depositor, which consent shall not be unreasonably
      withheld.

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

    The
      provisions of this Section 6.11 shall survive any termination of this
      Agreement and the resignation or removal of the Trustee or any Custodian and
      shall be construed to include, but not be limited to any loss, liability or
      expense under any environmental law.

     

    
      	 	
              Section
                6.12

            	
              Fees
                and Expenses of the Trustee. 

            


    

     

    As
      compensation for its services hereunder, the Trustee shall be entitled to
      receive all off the investment income on the funds held by it from time to
      time
      in the Distribution Account. Any expenses incurred by the Trustee shall be
      reimbursed in accordance with Section 6.11.

     

    
      	 	
              Section
                6.13

            	
              Collection
                of Monies. 

            


    

     

    Except
      as
      otherwise expressly provided in this Agreement, the Trustee may demand payment
      or delivery of, and shall receive and collect, all money and other property
      payable to or receivable by the Trustee pursuant to this Agreement. The Trustee
      shall hold all such money and property received by it as part of the Trust
      Fund
      and shall distribute it as provided in this Agreement.

     

    
      	 	
              Section
                6.14

            	
              Periodic
                Filings

            


    

     

    (a)
      The
      Trustee shall reasonably cooperate with the Depositor in connection with the
      reporting requirements of the Trust under the Exchange Act. The Trustee shall
      prepare for execution by the Depositor any Forms 8-K (other than the initial
      report on Form 8-K), 10-D and 10-K required by the Exchange Act and the rules
      and regulations of the Commission thereunder, in order to permit the timely
      filing thereof pursuant to the terms of this Section 6.14, and the Trustee
      shall
      file (via the Commission’s Electronic Data Gathering and Retrieval System) such
      Forms executed by the Depositor. The Trustee shall have no duty to verify
      information received by it from other Persons (other than Subcontractors
      utilized by the Trustee) in connection with its duties under this Section
      6.14.

    


    (b)
      Within 15 calendar days after each Distribution Date (subject to permitted
      extensions under the Exchange Act), the Trustee shall prepare and file on behalf
      of the Trust any Form 10-D required by the Exchange Act, in form and substance
      as required by the Exchange Act. The Trustee shall file each Form 10-D with
      a
      copy of the related Monthly Statement attached thereto. Any disclosure in
      addition to the Monthly Statement that is required to be included on Form 10-D
      (“Additional Form 10-D Disclosure”) shall be prepared by the party responsible
      for preparing such disclosure as set forth on Exhibit O hereto and the Trustee
      shall compile such disclosure pursuant to the following paragraph. The Trustee
      will have no duty or liability for any failure hereunder to determine, prepare
      or file any Additional Form 10-D Disclosure, except as set forth in the next
      paragraph.

    


    As
      set
      forth on Exhibit O hereto, within 5 calendar days after the related Distribution
      Date, certain parties to this Agreement shall be required to provide to the
      Trustee and the Depositor, to the extent known by such applicable parties,
      any
      Additional Form 10-D Disclosure, if applicable. In addition, the Servicer is
      obligated under the Servicing Agreement to provide certain information to the
      Trustee. The Trustee shall compile all such information provided to it in a
      Form
      10-D prepared by it.

    
      
        
        

      

      
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    After
      preparing the Form 10-D, the Trustee shall forward electronically a draft copy
      of the Form 10-D to the Depositor for review, verification and execution by
      the
      Depositor. No later than 2 Business Days prior to the 15th calendar day after
      the related Distribution Date, an officer of the Depositor shall sign the Form
      10-D and return an electronic or fax copy of such signed Form 10-D (with an
      original executed hard copy to follow by overnight mail) to the Trustee. If
      a
      Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
      to be
      amended, the Trustee will follow the procedures set forth in Section
      6.14(f)(ii). The signing party at the Depositor can be contacted at the
      Depositor’s address for notices set forth in Section 10.07, or such other
      address as to which the Depositor has provided prior written notice to the
      Trustee. The Depositor acknowledges that the performance by the Trustee of
      its
      duties under this Section 6.14(b) related to the timely preparation and filing
      of Form 10-D is contingent upon the Servicer, the Depositor and any other Person
      obligated to provide Additional Form 10-D Disclosure as set forth on Exhibit
      O
      hereto observing all applicable deadlines in the performance of their duties
      under this Section 6.14(b) or the applicable provisions of the Servicing
      Agreement. The Trustee shall have no liability for any loss, expense, damage,
      or
      claim arising out of or with respect to any failure to properly prepare and/or
      timely file such Form 10-D, where such failure results from the Trustee’s
      inability or failure to obtain or receive, on a timely basis, any information
      from any party hereto or the Servicer or Custodian (other than the Trustee
      or
      any Subcontractor utilized by the Trustee) needed to prepare, arrange for
      execution or file such Form 10-D, not resulting from its own negligence, bad
      faith or willful misconduct.

    


    (c)
      Within 90 days after the end of each fiscal year of the Trust or such earlier
      date as may be required by the Exchange Act (the “10-K Filing Deadline”),
      commencing in March 2007, the Trustee shall prepare and file on behalf of the
      Trust a Form 10-K, in form and substance as required by the Exchange Act. Each
      such Form 10-K shall include the following items, in each case to the extent
      they have been delivered to the Trustee within the applicable time frames set
      forth in this Agreement, (i) an annual compliance statement for the Servicer,
      and each Subservicer engaged by the Servicer, and the Trustee, (ii)(A) the
      annual reports on assessment of compliance with servicing criteria for the
      Trustee, the Servicer, the Custodian, each Subservicer engaged by the Servicer
      and each Servicing Function Participant utilized by the Servicer or the Trustee,
      and (B) if any such report on assessment of compliance with servicing criteria
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or such report on assessment of compliance with
      servicing criteria is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, (iii)(A) the registered public accounting firm attestation report
      for
      the Trustee, the Servicer, the Custodian, each Subservicer engaged by the
      Servicer and each Servicing Function Participant utilized by the Servicer,
      or
      the Trustee, and (B) if any registered public accounting firm attestation report
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, and (iv) a certification in the form attached hereto as Exhibit L,
      with such changes as may be necessary or appropriate as a result of changes
      promulgated by the Commission (the “Sarbanes Certification”), which shall be
      signed by the senior officer of the Depositor in charge of securitization.
      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
      prepared by party responsible for preparing such disclosure as set forth on
      Exhibit P hereto, and the Trustee shall compile such disclosure pursuant to
      the
      following paragraph. The Trustee 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. 

    
      
        
        

      

      
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    As
      set
      forth on Exhibit P hereto, no later than March 15th of
      each
      year that the Trust is subject to the Exchange Act reporting requirements,
      commencing in 2007, certain parties to this Agreement and the Servicer and
      the
      Custodian shall be required to provide to the Trustee and the Depositor, to
      the
      extent known by such applicable parties, any Additional Form 10-K Disclosure,
      if
      applicable. In addition, the Servicer is obligated under the Servicing Agreement
      to provide certain information to the Trustee. The Trustee shall compile all
      such information provided to it in a Form 10-K prepared by it.

    


    After
      preparing the Form 10-K, the Trustee shall forward electronically a draft copy
      of the Form 10-K to the Depositor for review, verification and execution by
      the
      Depositor. No later than 5:00 p.m. EST on the 3rd Business Day prior to the
      10-K
      Filing Deadline, an officer of the Depositor shall sign the Form 10-K and return
      an electronic or fax copy of such signed Form 10-K (with an original executed
      hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot
      be
      filed on time or if a previously filed Form 10-K needs to be amended, the
      Trustee will follow the procedures set forth in Section 6.14(f)(ii). The signing
      party at the Depositor can be contacted at the Depositor’s address for notices
      set forth in Section 10.07, or such other address as to which the Depositor
      has
      provided prior written notice to the Trustee. The Depositor acknowledges that
      the performance by the Trustee of its duties under this Section 6.14(c) related
      to the timely preparation and filing of Form 10-K is contingent upon the
      Servicer (and any Subservicer or Servicing Function Participant engaged by
      the
      Servicer) and the Depositor and any other Person obligated to provide Additional
      Form 10-K Disclosure as set forth on Exhibit P hereto, observing all applicable
      deadlines in the performance of their duties under this Section 6.14(c), Section
      6.14(d), or the applicable provisions of the Servicing Agreement. The Trustee
      shall have no liability for any loss, expense, damage or claim arising out
      of or
      with respect to any failure to properly prepare and/or timely file such Form
      10-K, where such failure results from the Trustee’s inability or failure to
      obtain or receive, on a timely basis, any information from any party hereto
      (other than the Trustee or any Subcontractor utilized by the Trustee) needed
      to
      prepare, arrange for execution or file such Form 10-K, not resulting from its
      own negligence, bad faith or willful misconduct.

    
      
        
        

      

      
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    (d)
      In
      connection with the execution of a Sarbanes Certification, the Trustee shall
      sign a certification (in the form attached hereto as Exhibit M, with such
      changes as may be necessary or appropriate as a result of changes promulgated
      by
      the Commission) for the benefit of the Depositor and its officers, directors
      and
      Affiliates, and the Servicer shall sign a certification solely with respect
      to
      the Servicer (in the form attached to the Servicing Agreement, with such changes
      as may be necessary or appropriate as a result of changes promulgated by the
      Commission) for the benefit of the Depositor, the Trustee and their respective
      officers, directors and Affiliates. Each such certification shall be delivered
      to the Depositor no later than March 10th of each year (or if such day is not
      a
      Business Day, the immediately preceding Business Day) and the Depositor shall
      deliver the Sarbanes Certification no later than the time set forth for the
      delivery to the Trustee of the signed Form 10-K pursuant to Section 6.14(d)
      for
      such year). In the event that prior to the filing date of the Form 10-K in
      March
      of each year, the Trustee or the Servicer has actual knowledge of information
      material to the Sarbanes Certification, that party shall promptly notify the
      Depositor and each of the other parties signing the certifications. In addition,
      the Trustee shall indemnify and hold harmless the Depositor and the Sponsor
      and
      their officers, directors, employees, agents and Affiliates from and against
      any
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses arising out
      of or
      based upon any breach of the Trustee’s obligations under this Section 6.14(d) or
      any material misstatement or material omission contained in any information,
      report, certification or other material provided by the Trustee in written
      or
      electronic form pursuant to Section 6.14 of this Agreement and Exhibits O,
      P and
      Q to this Agreement provided by the Trustee (excluding any information, report,
      accountants’ letter, certification or other materials provided in written or
      electronic form by or on behalf of any Person other than the Trustee or any
      Subcontractor utilized by the Trustee), which results from negligence, bad
      faith
      or willful misconduct on the part of the Trustee in connection therewith. If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless any indemnified party, then the Trustee agrees in connection with
      a
      breach of the Trustee’s obligations under this Section 6.14(d) or any material
      misstatement or material omission contained in any information, report,
      certification or other material provided in written or electronic form pursuant
      to Section 6.14 of this Agreement and Exhibits O, P and Q to this Agreement
      provided by or on behalf of the Trustee (excluding any information, report,
      certification, accountants’ letter or other materials provided in written or
      electronic form by or on behalf of any Person other than the Trustee or any
      Subcontractor utilized by the Trustee), results from the negligence, bad faith
      or willful misconduct on the part of the Trustee in connection therewith that
      it
      shall contribute to the amount paid or payable by the Depositor and the Sponsor
      as a result of the losses, claims, damages or liabilities of the Depositor
      and
      the Sponsor in such proportion as is appropriate to reflect the relative fault
      of the Depositor and the Sponsor on the one hand and the Trustee on the
      other.

    


    (e)
      Upon
      any filing with the Commission, the Trustee shall promptly deliver to the
      Depositor a copy of each such executed report, statement or
      information.

    


    (f)
      (i)
      The obligations set forth in paragraphs (a) through (d) of this Section shall
      only apply with respect to periods for which reports are required to be filed
      with respect to the Trust under the Exchange Act. Prior to January 30 of the
      first year in which the Trustee is able to do so under applicable law, the
      Trustee shall file a Form 15 Suspension Notification with respect to the Trust,
      with a copy to the Depositor. At any time after the filing of a Form 15
      Suspension Notification, if the number of Holders of the Offered Certificates
      of
      record exceeds the number set forth in Section 15(d) of the Exchange Act or
      the
      regulations promulgated pursuant thereto which would cause the Trust to again
      become subject to the reporting requirements of the Exchange Act, the Trustee
      shall recommence preparing and filing reports on Form 10-K, 10-D and 8-K as
      required pursuant to this Section 6.14 and the parties hereto shall again have
      the obligations set forth in this Section, in Section 12 of the Custodial
      Agreement and Section 5.04 of the Servicing Agreement.

    
      
        
        

      

      
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    (ii)
      In
      the event that the Trustee 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 pursuant
      to 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, the Trustee will immediately notify the Depositor and the
      Servicer. In the case of Form 10-D and 10-K, the Depositor, the Servicer and
      the
      Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a 10-DA
      and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the
      case of Form 8-K, the Trustee will, upon receipt of all disclosure information
      required to be included on Form 8-K, 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, the party to this Agreement deciding that an amendment
      to
      such Form 8-K, 10-D or 10-K is required will notify the Depositor, the Trustee
      and the Servicer and such parties will cooperate to prepare any necessary Form
      8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K,
      10-D or 10-K shall be signed by an officer of the Depositor. The Depositor
      acknowledges that the performance by the Trustee of its duties under this
      Section 6.14(f) related to the timely preparation and filing of Form 15, a
      Form
      12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon the
      Servicer, the Depositor observing all applicable deadlines in the performance
      of
      their duties under this Section 6.14 or the applicable provisions of the
      Servicing Agreement. The Trustee shall have no liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly prepare
      and/or timely file 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 Trustee’s inability or failure
      to obtain or receive, on a timely basis, any information from the Depositor,
      the
      Servicer or the Custodian (other than the Trustee or any Subcontractor utilized
      by the Trustee) 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.

    


    (g)
      Within four (4) Business Days after the occurrence of an event requiring
      disclosure on Form 8-K (each such event, a “Reportable
      Event”),
      and
      also if requested by the Depositor, the Trustee shall prepare and file on behalf
      of the Trust any Form 8-K, as required by the Exchange Act, provided that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
      Information”) shall be prepared by the party responsible for preparing such
      disclosure as set forth on Exhibit Y hereto and compiled by the Trustee pursuant
      to the following paragraph. The Trustee 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.

    


    As
      set
      forth on Exhibit Q hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than noon on the 2nd Business Day after
      the
      occurrence of a Reportable Event, certain parties to this Agreement and the
      Servicer under the Servicing Agreement shall be required to provide to the
      Depositor and the Trustee, to the extent known by such applicable parties,
      any
      Form 8-K Disclosure Information, if applicable. In addition, the Servicer is
      obligated under the Servicing Agreement to provide certain information to the
      Trustee. The Trustee shall compile all such information provided to it in a
      Form
      8-K prepared by it.

    
      
        
        

      

      
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    After
      preparing the Form 8-K, the Trustee shall forward electronically a draft copy
      of
      the Form 8-K to the Depositor for review, verification and execution by the
      Depositor. No later than the end of the 3rd Business Day after the Reportable
      Event, an officer of the Depositor shall sign the Form 8-K and return an
      electronic or fax copy of such signed Form 8-K (with an original executed hard
      copy to follow by overnight mail) to the Trustee. If a Form 8-K cannot be filed
      on time or if a previously filed Form 8-K needs to be amended, the Trustee
      will
      follow the procedures set forth in Section 6.14(f)(ii). The signing party at
      the
      Depositor can be contacted at the Depositor’s address for notices set forth in
      Section 10.07, or such other address as to which the Depositor has provided
      prior written notice to the Trustee. The Depositor acknowledges that the
      performance by the Trustee of its duties under this Section 6.14(g) related
      to
      the timely preparation and filing of Form 8-K is contingent upon the Servicer,
      the Depositor and any other Person obligated to provide Form 8-K Disclosure
      Information as set forth on Exhibit Q hereto, observing all applicable deadlines
      in the performance of their duties under this Section 6.14(g). The Trustee
      shall
      have no liability for any loss, expense, damage or claim arising out of or
      with
      respect to any failure to properly prepare and/or timely file such Form 8-K,
      where such failure results from the Trustee’s inability or failure to obtain or
      receive, on a timely basis, any information from any party hereto (other than
      the Trustee or any Subcontractor utilized by the Trustee) needed to prepare,
      arrange for execution or file such Form 8-K, not resulting from its own
      negligence, bad faith or willful misconduct.

    


    (h)
      The
      Trustee shall have no liability for any loss, expense, damage or claim arising
      out of or resulting from (i) the accuracy or inaccuracy of any Additional Form
      10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure
      Information (excluding any information therein provided by the Trustee or any
      Subcontractor utilized by the Trustee) provided to the Trustee in connection
      with the preparation of Forms 10-D, 10-K and 8-K pursuant to this Section 6.14,
      or (ii) the failure of the Depositor to timely execute and return for filing
      any
      Forms 10-D, 10-K and 8-K required to be filed by the Trustee pursuant to this
      Section 6.14, in either case, not resulting from the Trustee’s own negligence,
      bad faith or misconduct. 

    


     


    
      
        
        

      

      
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    ARTICLE
      VII


    PURCHASE
      OF MORTGAGE LOANS AND


    TERMINATION
      OF THE TRUST FUND

     

    
      	 	
              Section
                7.01

            	
              Purchase
                of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation
                of All Mortgage Loans. 

            


    

     

    (a)           The
      obligations and responsibilities of the Trustee created hereby (other than
      the
      obligation of the Trustee to make payments to the Certificateholders as set
      forth in Section 7.02), shall terminate on the earliest of (i) the
      final payment or other liquidation of the last Mortgage Loan remaining in the
      Trust Fund and the disposition of all REO Property, (ii) the sale or
      auction of the property held by the Trust Fund in accordance with
      Section 7.01(b) or 7.01(c) and (iii) the Latest Possible Maturity
      Date; provided,
      however,
      that in
      no event shall the Trust Fund 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. Any termination of the Trust Fund shall be carried
      out in such a manner so that the termination of each REMIC included therein
      shall qualify as a “qualified liquidation” under the REMIC
      Provisions.

     

    (b)           On
      the Initial Optional Termination Date, at the option of and in consultation
      with
      the Depositor, the Auction Administrator shall solicit bids for the Pool Assets
      from at least three institutions that are regular purchasers and/or sellers
      in
      the secondary market of residential whole mortgage loans similar to the Mortgage
      Loans. If the Auction Administrator receives at least three bids for the Pool
      Assets, and one of such bids is equal to or greater than the Minimum Auction
      Price, the Auction Administrator shall sell the related Pool Assets to the
      highest bidder (the “Auction
      Purchaser”)
      at the
      price offered by the Auction Purchaser (the “Mortgage
      Loan Auction Price”).
      If
      the Auction Administrator receives less than three bids, or does not receive
      any
      bid that is at least equal to the Minimum Auction Price, unless the Servicer
      exercises its option under subsection (c) below, the Auction Administrator
      shall, on each six-month anniversary of the initial Optional Termination Date,
      repeat these auction procedures until the Auction Administrator receives a
      bid
      that is at least equal to the Minimum Auction Price, at which time the Auction
      Administrator shall sell the Pool Assets to the Auction Purchaser at that
      Mortgage Loan Auction Price; provided,
      however,
      that
      the Auction Administrator shall not be required to repeat these auction
      procedures on any Distribution Date for any six-month anniversary of the initial
      Optional Termination Date unless the Auction Administrator reasonably believes
      that there is a reasonable likelihood of receiving a bid of at least the Minimum
      Auction Price. The Auction Administrator shall give notice to the Rating
      Agencies and the Servicer that is servicing any of the Mortgage Loans of the
      sale of the Pool Assets pursuant to this Section 7.01(b) (an “Auction
      Sale”)
      and of
      the date of such auction (the “Auction
      Date”).
      The
      Trustee may engage an investment banking firm and/or other agents in connection
      with the Auction, the cost of which shall be included in the Minimum Auction
      Price (unless an Optional Termination does not occur in which case such costs
      shall be an expense of the Trust Fund); provided, however, that any such
      engagement and the choice of any such investment banking firm and/or other
      agents shall be subject to the consent of the Depositor.

    
      
        
        

      

      
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    (c)           On
      any Distribution Date occurring after the Initial Optional Purchase Date, the
      Servicer shall have the option to cause the Trust Fund to adopt a plan of
      complete liquidation of the Mortgage Loans pursuant to Sections 7.02 and
      7.03 hereof to sell all of the property related thereto. If the Servicer elects
      to exercise such option, it shall no later than 30 days prior to the
      Distribution Date selected for purchase of the Mortgage Loans and all other
      assets of the Trust Fund (the “Purchase
      Date”)
      deliver written notice to the Trustee and either (a) deposit in the
      Distribution Account the related Redemption Price or (b) state in such
      notice that the Redemption Price shall be deposited in the Distribution Account
      not later than 10:00 a.m., New York City time, on the applicable Purchase Date.
      Upon exercise of such option, the property of the Trust Fund shall be sold
      to
      the Servicer at a price equal to the related Redemption Price. 

     

    (d)           The
      Depositor, the Servicer, the Trustee and each Custodian shall be reimbursed
      from
      the Redemption Price for any P&I Advances, Servicer Advances, accrued and
      unpaid Servicing Fees or other amounts with respect to the Mortgage Loans and
      any related assets being purchased pursuant to Section 7.01(b) or 7.01(c) above
      that are reimbursable to such parties (and such other amounts which, if not
      related to the Mortgage Loans and other assets of the Trust Fund not being
      purchased, that are then due and owing to any such Person) under this Agreement
      and the Servicing Agreement or the related Custodial Agreement.

     

    
      	 	
              Section
                7.02

            	
              Procedure
                Upon Redemption of Trust Fund. 

            


    

     

    (a)           Notice
      of any termination pursuant to the provisions of Section 7.01, specifying
      the Distribution Date upon which the final distribution shall be made or the
      purchase of the Trust’s assets will occur, shall be given promptly by the
      Trustee by first class mail to the Certificateholders mailed in the case of
      a
      redemption of the Certificates, no later than (i) the first day of the month
      in
      which the Distribution Date selected for redemption of such Certificates shall
      occur or (ii) upon (x) the sale of all of the property of the Trust Fund by
      the Trustee or in the case of a sale of assets of the Trust Fund, or
      (y) upon the final payment or other liquidation of the last Mortgage Loan
      or REO Property in the Trust Fund. Such notice shall specify (A) the
      Initial Optional Purchase Date, Distribution Date upon which final distribution
      on the Certificates of all amounts required to be distributed to
      Certificateholders pursuant to Section 5.02 will be made upon presentation
      and surrender of the Certificates at the Certificate Registrar’s Corporate Trust
      Office, and (B) that the Record Date otherwise applicable to such
      Distribution Date is not applicable, distribution being made only upon
      presentation and surrender of the Certificates at the office or agency of the
      Trustee therein specified. The Trustee shall give such notice to the Certificate
      Registrar, if not the Trustee, at the time such notice is given to Holders
      of
      the Certificates. Upon any such termination, the duties of the Certificate
      Registrar with respect to the affected Certificates shall terminate and the
      Trustee shall terminate the Distribution Account and any other account or fund
      maintained with respect to the Certificates, subject to the Trustee’s obligation
      hereunder to hold all amounts payable to Certificateholders in trust without
      interest pending such payment.

     

    (b)           In
      the event that all of the Holders do not surrender their Certificates for
      cancellation within three months after the time specified in the above-mentioned
      written notice, the Trustee 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 one year after the second
      notice any Certificates shall not have been surrendered for cancellation, the
      Trustee may take appropriate steps to contact the remaining Certificateholders
      concerning surrender of such Certificates, and the cost thereof shall be paid
      out of the amounts distributable to such Holders. If within two years after
      the
      second notice any Certificates shall not have been surrendered for cancellation,
      the Trustee shall deliver any remaining funds being held by it to the Holder
      of
      the Class R Certificates and the Holder of the Class R Certificates shall,
      subject to applicable state law relating to escheatment, hold all amounts
      distributable to such Holders for the benefit of such Holders. No interest
      shall
      accrue on any amount held by the Trustee and not distributed to a
      Certificateholder due to such Certificateholder’s failure to surrender its
      Certificate(s) for payment of the final distribution thereon in accordance
      with
      this Section 7.02. The foregoing provisions are intended to distribute to each
      Class of Certificates any accrued and unpaid interest and/or principal to which
      they are entitled based on their Pass-Through Rates and Class Certificate
      Balances set forth in the Preliminary Statement upon liquidation of the Trust
      Fund.

    
      
        
        

      

      
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    (c)           Any
      reasonable expenses incurred by the Trustee in connection with any purchase
      or
      termination or liquidation of the portion of the Trust Fund shall be reimbursed
      from proceeds received from the liquidation of the Trust Fund.

     

    (d)           Any
      purchase of the Pool Assets by the Auction Purchaser shall be made on an Auction
      Date by receipt of the Auction Administrator of the Mortgage Loan Auction Price
      from the Auction Purchaser, and deposit of the Mortgage Loan Auction Price
      into
      the Distribution Account by the Auction Administrator before the Distribution
      Date on which such purchase is effected. Upon deposit of such purchase price
      into the Distribution Account, the Trustee shall, upon request and at the
      expense of the Auction Purchaser execute and deliver all such instruments of
      transfer or assignment, in each case without recourse, as shall be reasonably
      requested by the Auction Purchaser to vest title in the Auction Purchaser in
      the
      Pool Assets so purchased and shall transfer or deliver to the Auction Purchaser
      the purchased Pool Assets.

     

    
      	 	
              Section
                7.03

            	
              Additional
                Trust Fund Termination Requirements. 

            


    

     

    (a)           On
      the termination of the Trust Fund under Section 7.01 (a), upon an Auction Sale
      pursuant to Section 7.01(b) or upon the exercise of the right to purchase all
      of
      the Mortgage Loans pursuant to Section 7.01(c), the Trustee shall comply with
      requirements of this Section 7.03 with respect to each REMIC and with respect
      to
      the Certificates, unless the party having the right to purchase the assets
      of
      the Affected REMIC (the “Purchaser”)
      delivers to the Trustee, an Opinion of Counsel (at the Servicer’s expense),
      addressed to the Trustee to the effect that the failure of the Trustee to comply
      with the requirements of this Section 7.03 will not result in an Adverse REMIC
      Event:

     

    (i)           Within
      89 days prior to the time of making the final payment on the Certificates,
      (and
      upon notification by (1) the Auction Administrator in the case of a purchase
      under Section 7.01(b) or (2) the Servicer in the case of a purchase under
      Section 7.01(c)) the Trustee shall adopt on behalf of each REMIC, a plan of
      complete liquidation, meeting the requirements of a qualified liquidation under
      the REMIC Provisions;

    
      
        
        

      

      
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    (ii)           Any
      sale of the assets of any REMIC shall be for cash and shall occur at or after
      the time the plan of complete liquidation is adopted and prior to the time
      the
      final payments on the Certificates are made;

     

    (iii)           
      On the date specified for final payment of the Certificates, the Trustee shall
      make final distributions of principal and interest on the Certificates in
      accordance with Section 5.02 and, after payment of, or provision for any
      outstanding expenses, distribute or credit, or cause to be distributed or
      credited, to the Holders of the Residual Certificates all cash on hand after
      such final payment (other than cash retained to meet claims), and the portion
      of
      the Trust Fund (and each REMIC) shall terminate at that time; and

     

    (i)           In
      no event may the final payment on the Certificates or the final distribution
      or
      credit to the Holders of the Residual Certificates be made after the 89th day
      from the date on which the plan of complete liquidation is adopted.

     

    (b)           By
      its acceptance of a Residual Certificate, each Holder thereof hereby agrees
      to
      accept the plan of complete liquidation adopted by the Trustee under this
      Section 7.03 and to take such other action in connection therewith as may be
      reasonably requested by the Trustee or the Servicer.

     

    
      	 	
              Section
                7.04

            	
              Charged-off
                Loans and Released Mortgage Loans.

            


    

     

    Notwithstanding
      anything to the contrary contained in this Agreement, each Charged-off Loan
      that
      becomes a Released Mortgage Loan shall be released from the Trust Fund as soon
      as practicable after the Trustee has received notice in writing from the
      Servicer that a Mortgage Loan has become a Released Mortgage Loan. Upon receipt
      of such notice, the Trustee shall cause the related Custodian to release to
      the
      Released Mortgage Transferee the related Trustee Mortgage File and the Trustee
      shall execute and delivery such instruments of transfer or assignment, in each
      case without recourse, representation or warranty, as the Released Mortgage
      Transferee shall furnish to the Trustee and as shall be necessary to vest in
      such party the Mortgage Loan released pursuant hereto. Thereafter (i) the
      Released Mortgage Loan shall no longer constitute part of the Trust Fund or
      be
      an asset of any REMIC, and the Released Mortgage Transferee shall be entitled
      to
      any amounts subsequently received in respect of any such Released Mortgage
      Loans, (ii) the Released Mortgage Transferee may designate any servicer to
      service any such Released Mortgage Loan and (iii) the Released Mortgage
      Transferee may sell any such Released Mortgage Loan to a third party. For
      purposes of compliance with the REMIC Provisions, any such Released Mortgage
      Loan transferred to the Released Mortgage Transferee pursuant to this Section
      7.04 and having any value as of the date of such transfer shall be treated
      as
      having been transferred by the related REMIC as additional compensation for
      services provided to such REMIC and if no such services were provided, as an
      additional distribution to the Class OC Certificates.

    
      
        
        

      

      
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    ARTICLE
      VIII


     

    RIGHTS
      OF
      CERTIFICATEHOLDERS

     

    
      	 	
              Section
                8.01

            	
              Limitation
                on Rights of Holders. 

            


    

     

    (a)           The
      death or incapacity of any Certificateholder shall not operate to terminate
      this
      Agreement or this Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or take any action or proceeding
      in any court for a partition or winding up of this Trust Fund, nor otherwise
      affect the rights, obligations and liabilities of the parties hereto or any
      of
      them. Except as otherwise expressly provided herein, no Certificateholder,
      solely by virtue of its status as a Certificateholder, shall have any right
      to
      vote or in any manner otherwise control the Trustee or 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.

     

    (b)           No
      Certificateholder, solely by virtue of its status as Certificateholder, shall
      have any right by virtue or by availing 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 the Holders of Certificates evidencing
      not less than 25% of the Class Principal Amount or Percentage Interest of
      Certificates of each Class affected thereby 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 cost, expenses and liabilities to be
      incurred therein or thereby, and the Trustee, for sixty 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 and no direction inconsistent
      with such written request has been given such Trustee during such sixty-day
      period by such Certificateholders; it being understood and intended, and being
      expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue or by availing of any
      provision of this Agreement to affect, disturb or prejudice the rights of the
      Holders of any other of such Certificates, or to obtain or seek to obtain
      priority over or preference to any other such Holder, or to enforce any right
      under this Agreement, except in the manner herein provided and for the benefit
      of all Certificateholders. For the protection and enforcement of the provisions
      of this Section 8.01, each and every Certificateholder and the Trustee shall
      be
      entitled to such relief as can be given either at law or in equity.

     

    
      	 	
              Section
                8.02

            	
              Access
                to List of Holders. 

            


    

     

    (a)           If
      the Trustee is not acting as Certificate Registrar, the Certificate Registrar
      will furnish or cause to be furnished to the Trustee, within fifteen days after
      receipt by the Certificate Registrar of a request by the Trustee in writing,
      a
      list, in such form as the Trustee may reasonably require, of the names and
      addresses of the Certificateholders of each Class as of the most recent Record
      Date.

    
      
        
        

      

      
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    (b)           If
      three or more Holders or Certificate Owners (hereinafter referred to as
“Applicants”)
      apply
      in writing to the Certificate Registrar, and such application states that the
      Applicants desire to communicate with other Holders with respect to their rights
      under this Agreement or under the Certificates and is accompanied by a copy
      of
      the communication which such Applicants propose to transmit, then the
      Certificate Registrar shall, within five Business Days after the receipt of
      such
      application, afford such Applicants reasonable access during the normal business
      hours of the Certificate Registrar to the most recent list of Certificateholders
      held by the Certificate Registrar or shall, as an alternative, send, at the
      Applicants’ expense, the written communication proffered by the Applicants to
      all Certificateholders at their addresses as they appear in the Certificate
      Register.

     

    (c)           Every
      Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
      and holding a Certificate, agrees with the Depositor, the Certificate Registrar
      and the Trustee that none of the Depositor, the Certificate Registrar nor the
      Trustee shall be held accountable by reason of the disclosure of any such
      information as to the names and addresses of the Certificateholders hereunder,
      regardless of the source from which such information was derived.

     

    
      	 	
              Section
                8.03

            	
              Acts
                of Holders of Certificates. 

            


    

     

    (a)           Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by Holders or Certificate
      Owners, if the Holder is a Clearing Agency, may be embodied in and evidenced
      by
      one or more instruments of substantially similar tenor signed by such Holders
      in
      person or by agent duly appointed in writing; and, except as herein otherwise
      expressly provided, such action shall become effective when such instrument
      or
      instruments are delivered to the Trustee. Such instrument or instruments (as
      the
      action embodies therein and evidenced thereby) are herein sometimes referred
      to
      as an “Act”
of
      the
      Holders signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agents shall be sufficient for
      any purpose of this Agreement and conclusive in favor of the Trustee, if made
      in
      the manner provided in this Section 8.03. 

     

    (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 any notary public or other officer authorized by law to take
      acknowledgments or deeds, certifying that the individual signing such instrument
      or writing acknowledged to him the execution thereof. Whenever such execution
      is
      by an officer of a corporation or a member of a partnership on behalf of such
      corporation or partnership, such certificate or affidavit shall also constitute
      sufficient proof of his authority. The fact and date of the execution of any
      such instrument or writing, or the authority of the individual executing the
      same, may also be proved in any other manner which the Trustee deems
      sufficient.

     

    (c)           The
      ownership of Certificates (whether or not such Certificates shall be overdue
      and
      notwithstanding any notation of ownership or other writing thereon made by
      anyone other than the Trustee) shall be proved by the Certificate Register,
      and
      neither the Trustee nor the Depositor shall be affected by any notice to the
      contrary.

    
      
        
        

      

      
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    (d)           Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Certificate shall bind every future Holder of the
      same 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 in
      reliance thereon, whether or not notation of such action is made upon such
      Certificate.

     

    ARTICLE
      IX

     

    REMIC
      ADMINISTRATION

     

    
      	 	
              Section
                9.01

            	
              REMIC
                Administration. 

            


    

     

    (a)           REMIC
      elections as set forth in the Preliminary Statement shall be made on Forms
      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 and residual interest in each REMIC shall be
      as
      designated in the Preliminary Statement.

     

    (b)           The
      Closing Date is hereby designated as the “Startup
      Day”
of
      each
      REMIC within the meaning of section 860G(a)(9) of the Code. The latest
      possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4)
      will be the Latest Possible Maturity Date.

     

    (c)           The
      Trustee shall represent the Trust Fund in any administrative or judicial
      proceeding relating to an examination or audit by any governmental taxing
      authority with respect thereto. The Trustee shall pay any and all tax related
      expenses (not including taxes) of each REMIC, including but not limited to
      any
      professional fees or expenses related to audits or any administrative or
      judicial proceedings with respect to 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 Trustee in
      fulfilling its duties hereunder (including its duties as tax return preparer).
      The Trustee shall be entitled to reimbursement of expenses to the extent
      provided in clause (i) above from the Distribution Account, provided,
      however,
      the
      Trustee shall not be entitled to reimbursement for expenses incurred in
      connection with the preparation of tax returns and other reports as required
      by
      this Section 9.01.

     

    (d)           The
      Trustee shall prepare, sign and file all of each REMIC’s federal and appropriate
      state tax and information returns as such REMIC’s direct representative. The
      expenses of preparing and filing such returns shall be borne by the Trustee.
      In
      preparing such returns, the Trustee shall, with respect to each REMIC other
      than
      the Master REMIC: (i) treat the accrual period for interests in such REMIC
      as the calendar month; (ii) account for distributions made from each REMIC
      other than the Master REMIC as made on the first day of each succeeding calendar
      month; (iii) account for income under the all-OID method at the weighted
      average of the Net Mortgage Rates; (iv) use the aggregation method provided
      in Treasury Regulation section 1.1275-2(c); and (v) account for
      income and expenses related to each REMIC other than the Master REMIC in the
      manner resulting in the lowest amount of excess inclusion income possible
      accruing to the Holder of the residual interest in each such REMIC.

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

     

    (e)           The
      Trustee or its designee shall perform on behalf of each REMIC all reporting
      and
      other tax compliance duties that are the responsibility of such REMIC under
      the
      Code, the REMIC Provisions, or other compliance guidance issued by the Internal
      Revenue Service or any state or local taxing authority. Among its other duties,
      if required by the Code, the REMIC Provisions, or other such guidance, the
      Trustee shall provide, upon receipt of additional reasonable compensation,
      (i) to the Treasury or other governmental authority such information as is
      necessary for the application of any tax relating to the transfer of a Residual
      Certificate to any disqualified person or organization pursuant to Treasury
      Regulation 1.860E-2(a)(5) and any person designated in
      Section 860E(e)(3) of the Code and (ii) to the Certificateholders and
      the Trustee such information or reports as are required by the Code or REMIC
      Provisions.

     

    (f)           To
      the extent within their control, the Trustee and the Holders of Certificates
      shall take any action or cause any REMIC to take any action necessary to
      maintain the status of any REMIC as a REMIC under the REMIC Provisions and
      shall
      assist each other as necessary to create or maintain such status. Neither the
      Trustee nor the Holder of any Residual Certificate shall knowingly take any
      action, cause any REMIC 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
      has
      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 endanger such status
      or result in the imposition of such a tax. In addition, prior to taking any
      action with respect to any REMIC or the assets therein, or causing any REMIC
      to
      take any action, which is not expressly permitted under the terms of this
      Agreement, any Holder of a Residual Certificate will consult with the Trustee
      or
      its designee, in writing, with respect to whether such action could cause an
      Adverse REMIC Event to occur with respect to any REMIC, and no such Person
      shall
      take any such action or cause any REMIC to take any such action as to which
      the
      Trustee has advised it in writing that an Adverse REMIC Event could occur;
      provided,
      however,
      that if
      no Adverse REMIC Event would occur but such action could result in the
      imposition of additional taxes on the Residual Certificateholders, no such
      Person shall take any such action, or cause any REMIC to take any such action
      without the written consent of the Residual Certificateholders.

     

    (g)           Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      the related REMIC by federal or state governmental authorities. To the extent
      that such taxes are not paid by a Residual Certificateholder, the Paying Agent
      shall pay any remaining REMIC taxes out of current or future amounts otherwise
      distributable to the Holder of the Residual Certificate in any such REMIC or,
      if
      no such amounts are available, (A) out of other amounts held in the Distribution
      Account, and shall reduce amounts otherwise payable to holders of regular
      interests in any such REMIC or (B) to the extent that any such taxes are imposed
      on the REMIC as a result of the breach of any representation, warranty or
      covenant of the Trustee, then the Trustee shall pay when due any and all such
      taxes. 

     

    (h)           The
      Trustee shall, for federal income tax purposes, maintain books and records
      with
      respect to each REMIC on a calendar year and on an accrual basis.

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

     

    (i)           No
      additional contributions of assets shall be made to any REMIC, except as
      expressly provided in this Agreement.

     

    (j)           The
      Trustee shall not enter into any arrangement by which any REMIC will receive
      a
      fee or other compensation for services.

     

    (k)           The
      Class R Holder shall act as “tax matters person” with respect to each REMIC
      created hereunder and the Trustee shall act as agent for the Class R Holder
      in such roles, unless and until another party is so designated by the
      Class R Holder.

     

    (l)           The
      Trustee shall treat the rights of the LIBOR Certificateholders to receive Basis
      Risk Carryforward Amounts as rights in an interest rate cap contract written
      by
      the Class OC Certificateholder in favor of such Certificateholders. Thus, each
      LIBOR Certificateholder 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 tax purposes the interest rate cap contract will be
      deemed to have a value of $10,000.

     

    
      	 	
              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 each REMIC pursuant to Article VII of this Agreement, (iv) a
      substitution pursuant to Article II of this Agreement or (v) a repurchase
      of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any
      assets for any REMIC, nor sell or dispose of any investments in the Distribution
      Account for gain, nor accept any contributions to any REMIC after the Closing
      Date, unless it has received an Opinion of Counsel (at the expense of the party
      causing such sale, disposition, substitution or acceptance) that such
      disposition, acquisition, substitution, or acceptance will not result in an
      Adverse REMIC Event, (b) affect the distribution of interest or principal
      on the Certificates or (c) result in the encumbrance of the assets
      transferred or assigned to the Trust Fund (except pursuant to the provisions
      of
      this Agreement).

     

    The
      Trustee with respect to the Mortgage Loans shall not permit the Servicer to
      consent to any modification of any such Mortgage Loan for which the consent
      of
      the Trustee is required under the Servicing Agreement under which such Mortgage
      Loan is serviced, that would (i) increase the interest rate in respect of such
      Mortgage, defer for a period in excess of six months or forgive the payment
      of
      any principal or interest, reduce the outstanding principal amount (except
      for
      actual payments of principal), increase the Servicing Fee on such Mortgage
      Loan
      or extend the final maturity date on such Mortgage Loan, or (ii) result in
      a
      substitution or release of collateral or in the provision of additional
      collateral for the Mortgage Loan, unless the applicable Mortgage Loan is in
      default or default is reasonably foreseeable in respect of such Mortgage Loan,
      or the Trustee has received an Opinion of Counsel (at the expense of the party
      requesting consent for such modification) that such modification will not result
      in an Adverse REMIC Event.

    
      
        
        

      

      
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              Section
                9.03

            	
              Indemnification
                with Respect to Prohibited Transactions or Loss of REMIC
                Status. 

            


    

     

    Upon
      the
      occurrence of an Adverse REMIC Event due to the negligent performance by the
      Trustee of its duties and obligations set forth herein, the Trustee shall
      indemnify the Certificateholders of the related Residual Certificate against
      any
      and all losses, claims, damages, liabilities or expenses (“Losses”)
      resulting from such negligence; provided,
      however,
      that
      the Trustee shall not be liable for any such Losses attributable to the action
      or inaction of the Depositor or the Holder of the Residual Certificate, nor
      for
      any such Losses resulting from misinformation provided by any of the foregoing
      parties on which the Trustee has relied. Notwithstanding the foregoing, however,
      in no event shall the Trustee have any liability (1) for any action or
      omission that is taken in accordance with and in compliance with the express
      terms of, or which is expressly permitted by the terms of, this Agreement or
      under any Purchase Agreement or Servicing Agreements or under any
      Acknowledgement, (2) for any Losses other than arising out of malfeasance,
      willful misconduct or negligent performance by the Trustee of its duties and
      obligations set forth herein, and (3) for any special or consequential
      damages to Certificateholders of the related Residual Certificate (in addition
      to payment of principal and interest on the Certificates).

     

    
      	 	
              Section
                9.04

            	
              REO
                Property. 

            


    

     

    (a)           Notwithstanding
      any other provision of this Agreement, the Trustee shall not, except to the
      extent provided in the Servicing Agreement, knowingly permit (if the permission
      of the Trustee is required by the Servicing Agreement) the Servicer to, rent,
      lease, or otherwise earn income on behalf of any REMIC with respect to any
      REO
      Property which might cause an Adverse REMIC Event unless the Servicer has
      provided to the Trustee an Opinion of Counsel concluding that, under the REMIC
      Provisions, such action would not adversely affect the status of any REMIC
      as a
      REMIC and any income generated for any REMIC by the REO Property would not
      result in an Adverse REMIC Event.

     

    (b)           The
      Depositor shall cause the Servicer (to the extent provided in its Servicing
      Agreement) to make reasonable efforts to sell any REO Property for its fair
      market value. In any event, however, the Depositor shall, or shall cause the
      Servicer (to the extent provided in its Servicing Agreement) to, dispose of
      any
      REO Property within three years of its acquisition by the Trust Fund unless
      the
      Depositor or the Servicer (on behalf of the Trust Fund) has received a grant
      of
      extension from the Internal Revenue Service to the effect that, under the REMIC
      Provisions and any relevant proposed legislation and under applicable state
      law,
      the REMIC may hold REO Property for a longer period without causing an Adverse
      REMIC Event. If such an extension has been received, then the Depositor, acting
      on behalf of the Trustee hereunder, shall, or shall cause the Servicer to,
      continue to attempt to sell the REO Property for its fair market value for
      such
      period longer than three years as such extension permits (the “Extended
      Period”).
      If
      such an extension has not been received and the Depositor or the Servicer,
      acting on behalf of the Trust Fund hereunder, is unable to sell the REO Property
      within 33 months after its acquisition by the Trust Fund or if such an
      extension, has been received and the Depositor or the Servicer is unable to
      sell
      the REO Property within the period ending three months before the close of
      the
      Extended Period, the Depositor shall cause the Servicer, before the end of
      the
      three year period or the Extended Period, as applicable, to (i) purchase
      such REO Property at a price equal to the REO Property’s fair market value or
      (ii) auction the REO Property to the highest bidder (which may be the
      Servicer) in an auction reasonably designed to produce a fair price prior to
      the
      expiration of the three-year period or the Extended Period, as the case may
      be.

    
      
        
        

      

      
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    ARTICLE
      X

     

    MISCELLANEOUS
      PROVISIONS

     

    
      	 	
              Section
                10.01

            	
              Binding
                Nature of Agreement; Assignment. 

            


    

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.

     

    
      	 	
              Section
                10.02

            	
              Entire
                Agreement. 

            


    

     

    This
      Agreement contains the entire agreement and understanding among the parties
      hereto with respect to the subject matter hereof, and supersedes all prior
      and
      contemporaneous agreements, understandings, inducements and conditions, express
      or implied, oral or written, of any nature whatsoever with respect to the
      subject matter hereof. The express terms hereof control and supersede any course
      of performance and/or usage of the trade inconsistent with any of the terms
      hereof.

     

    
      	 	
              Section
                10.03

            	
              Amendment. 

            


    

     

    (a)           This
      Agreement may be amended from time to time by the Depositor and the Trustee,
      without notice to or the consent of any of the Holders, (i) to cure any
      ambiguity or mistake, (ii) to cause the provisions herein to conform to or
      be consistent with or in furtherance of the statements made with respect to
      the
      Certificates, the Trust Fund or this Agreement in any Offering Document, or
      to
      correct or supplement any provision herein which may be inconsistent with any
      other provisions herein or with the provisions of any Purchase Agreement or
      Servicing Agreement, (iii) to make any other provisions with respect to
      matters or questions arising under this Agreement or (iv) to add, delete,
      or amend any provisions to the extent necessary or desirable to comply with
      any
      requirements imposed by the Code and the REMIC Provisions. No such amendment
      effected pursuant to the preceding sentence shall, as evidenced by an Opinion
      of
      Counsel, result in an Adverse REMIC Event, nor shall such amendment effected
      pursuant to clause (iii) of such sentence adversely affect in any material
      respect the interests of any Holder. Prior to entering into any amendment
      without the consent of Holders pursuant to this paragraph, the Trustee shall
      be
      provided with an Opinion of Counsel (at the expense of the party requesting
      such
      amendment) to the effect that such amendment is permitted under this Section
      10.03. Any such amendment shall be deemed not to adversely affect in any
      material respect any Holder, if the Trustee receives written confirmation from
      each Rating Agency that such amendment will not cause such Rating Agency to
      reduce the then current rating assigned to the Certificates.

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

    (b)           This
      Agreement may also be amended from time to time by the Depositor and the
      Trustee, with the consent of the Holders of not less than 66-2/3% of the Class
      Principal Balance or Percentage Interest of each Class of Certificates affected
      thereby for the purpose of adding any provisions to or changing in any manner
      or
      eliminating any of the provisions of this Agreement or of modifying in any
      manner the rights of the Holders; provided,
      however,
      that no
      such amendment shall be made unless the Trustee receives an Opinion of Counsel,
      at the expense of the party requesting the change, that such change will not
      cause an Adverse REMIC Event; and provided further, that no such amendment
      may
      (i) reduce in any manner the amount of, or delay the timing of, payments
      received on Mortgage Loans which are required to be distributed on any
      Certificate, without the consent of the Holder of such Certificate or (ii)
      reduce the aforesaid percentages of Class Principal Balance or Percentage
      Interest of Certificates of each Class, the Holders of which are required to
      consent to any such amendment without the consent of the Holders of 100% of
      the
      Class Principal Balance or Percentage Interest of each Class of Certificates
      affected thereby. For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
      Certificates, the related Certificate Owners.

     

    (c)           Promptly
      after the execution of any such amendment, the Trustee shall furnish written
      notification of the substance of such amendment to each Holder, the Depositor
      and the Rating Agencies.

     

    (d)           It
      shall not be necessary for the consent of Holders under this Section 10.03
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Holders shall be subject to such reasonable regulations as the
      Trustee may prescribe.

     

    
      	 	
              Section
                10.04

            	
              Voting
                Rights. 

            


    

     

    Except
      to
      the extent that the consent of all affected Certificateholders is required
      pursuant to this Agreement, with respect to any provision of this Agreement
      requiring the consent of Certificateholders representing specified percentages
      of aggregate outstanding Certificate Balance or Percentage Interest,
      Certificates owned by the Depositor, the Trustee, the Servicer or any Affiliates
      thereof are not to be counted so long as such Certificates are owned by the
      Depositor, the Trustee, the Servicer or any Affiliate thereof.

     

    
      	 	
              Section
                10.05

            	
              Provision
                of Information. 

            


    

     

    (a)           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, each of the
      Depositor and the Trustee (upon instruction from the Depositor) agree to
      cooperate with each other 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. Any reasonable,
      out-of-pocket expenses incurred by the Trustee in providing such information
      shall be reimbursed by the Depositor.

     

    (b)           The
      Trustee shall provide to any person to whom a Prospectus was delivered, upon
      the
      request of such person specifying the document or documents requested, a copy
      (excluding exhibits) of any report on Form 8-K or Form 10-K filed with
      the Securities and Exchange Commission pursuant to Section 6.14(b). Any
      reasonable out-of-pocket expenses incurred by the Trustee in providing copies
      of
      such documents shall be reimbursed by the Depositor.

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Section
                10.06

            	
              Governing
                Law. 

            


    

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO
      CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK (OTHER THAN SECTION 5-1401
      OF
      THE NEW YORK GENERAL OBLIGATIONS LAW).

     

    
      	 	
              Section
                10.07

            	
              Notices. 

            


    

     

    All
      requests, demands, notices, authorizations, directions, consents, waivers and
      communications hereunder shall be in writing and shall be deemed to have been
      duly given when received by (a) in the case of the Depositor, Morgan
      Stanley Capital I Inc., 1585 Broadway, New York, New York 10036, telephone
      number (212) 761-4000, Attention: Morgan Stanley Mortgage Loan Trust 2006-10SL,
      (b) in the case of the Seller, Morgan Stanley Mortgage Capital Inc., 1585
      Broadway, New York, New York 10036, telephone number (212) 761-4000, Attention:
      Morgan Stanley Mortgage Loan Trust 2006-10SL, (c) in the case of the
      Trustee, LaSalle Bank National Association, 135 South LaSalle Street, Suite
      1625, Chicago, Illinios 60603 Attention: Global Securities and Trust
      Services/Morgan Stanley Mortgage Loan Trust 2006-10SL, facsimile number (312)
      904-1368 Attention: Global Securities and Trust Services/Morgan Stanley Mortgage
      Loan Trust 2006-10SL, (d) in the case of LaSalle Bank National Association,
      as
      Custodian, LaSalle Bank National Association, 135 South LaSalle Street, Suite
      1625, Chicago, Illinios 60603 Attention: Global Securities and Trust
      Services/Morgan Stanley Mortgage Loan Trust 2006-10SL, facsimile number (312)
      904-1368, Attention: Global Securities and Trust Services/Morgan Stanley
      Mortgage Loan Trust 2006-10SL and (e) in the case of the Rating Agencies, the
      address specified therefor in the definition corresponding to the name of such
      Rating Agency, or as to each party such other address as may hereafter be
      furnished by such party to the other parties in writing. All demands, notices
      and communications to a party hereunder shall be in writing and shall be deemed
      to have been duly given when delivered to such party at the relevant address,
      facsimile number or electronic mail address set forth above or at such other
      address, facsimile number or electronic mail address as such party may designate
      from time to time by written notice in accordance with this
      Section 10.07.

     

    
      	 	
              Section
                10.08

            	
               Severability
                of Provisions. 

            


    

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Section
                10.09

            	
               Indulgences;
                No Waivers. 

            


    

     

    Neither
      the failure nor any delay on the part of a party to exercise any right, remedy,
      power or privilege under this Agreement shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of any right, remedy, power or privilege
      preclude any other or further exercise of the same or of any other right,
      remedy, power or privilege, nor shall any waiver of any right, remedy, power
      or
      privilege with respect to any occurrence be construed as a waiver of such right,
      remedy, power or privilege with respect to any other occurrence. No waiver
      shall
      be effective unless it is in writing and is signed by the party asserted to
      have
      granted such waiver.

     

    
      	 	
              Section
                10.10

            	
              Headings
                Not To Affect Interpretation. 

            


    

     

    The
      headings contained in this Agreement are for convenience of reference only,
      and
      they shall not be used in the interpretation hereof.

     

    
      	 	
              Section
                10.11

            	
              Benefits
                of Agreement. 

            


    

     

    Nothing
      in this Agreement or in the Certificates, express or implied, shall give to
      any
      Person, other than the parties to this Agreement and their successors hereunder
      and the Holders of the Certificates, any benefit or any legal or equitable
      right, power, remedy or claim under this Agreement, except to the extent
      specified in Section 10.15.

     

    
      	 	
              Section
                10.12

            	
              Special
                Notices to the Rating Agencies. 

            


    

     

    (a)           The
      Depositor shall give prompt notice to the Rating Agencies of the occurrence
      of
      any of the following events of which it has notice:

     

    (i)           any
      amendment to this Agreement pursuant to Section 10.03;

     

    (ii)           the
      making of a final payment pursuant to Section 7.02; and

     

    (iii)           any
      termination of the rights and obligations of the Servicer under the applicable
      Servicing Agreement.

     

    (b)           All
      notices to the Rating Agencies provided for this Section 10.12 shall be in
      writing and sent by first class mail, telecopy or overnight courier, to the
      address specified therefor in the definition corresponding to the name of such
      Rating Agency.

     

    (c)           The
      Trustee shall provide or make available to the Rating Agencies reports prepared
      pursuant to Section 4.04. In addition, the Trustee shall, at the expense of
      the Trust Fund, make available to each Rating Agency such information as such
      Rating Agency may reasonably request regarding the Certificates or the Trust
      Fund, to the extent that such information is reasonably available to the
      Trustee.

     

    (d)           The
      Depositor hereby represents to S&P that, to the Depositor’s knowledge, the
      information provided to such Rating Agency, including the loan level detail,
      is
      true and correct according to such Rating Agency’s requirements.

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Section
                10.13

            	
              Conflicts. 

            


    

     

    To
      the
      extent that the terms of this Agreement conflict with the terms of any Purchase
      Agreement or the Servicing Agreement, such Purchase Agreement or the Servicing
      Agreement, as applicable, shall govern.

     

    
      	 	
              Section
                10.14

            	
              Counterparts. 

            


    

     

    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, and all of which together shall constitute one and
      the
      same instrument.

     

    
      	 	
              Section
                10.15

            	
              No
                Petitions. 

            


    

     

    The
      Trustee, by entering into this Agreement, hereby covenants and agrees that
      it
      shall not at any time institute against the Depositor, or join in any
      institution against the Depositor of, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings, or other proceedings under
      any United States federal or state bankruptcy or similar law in connection
      with
      any obligations relating to this Agreement or any of the documents entered
      into
      by the Depositor in connection with the transactions contemplated by this
      Agreement, except that the Trustee shall not be prohibited from filing a proof
      of claim in any such proceeding.

     

    
      	 	
              Section
                10.16

            	
              Indemnification
                by Trust.

            


    

     

    Pursuant
      to the Purchase Agreements and the Servicing Agreement, each of the Originators
      and the Servicer shall be indemnified by the Trust to the extent specified
      in
      the related Purchase Agreement or the Servicing Agreement, as
      applicable.

     

    Pursuant
      to the Custodial Agreements, each of the Custodians shall be indemnified by
      the
      Trust to the extent specified in the related Custodial Agreement.

     

     

     

    
 

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    


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

     

    


     

    MORGAN
      STANLEY CAPITAL I INC.,
as
      Depositor

     

    By:  /s/
      Val Kay                
Name:
      Val
      Kay
Title:
      Managing Director

     

     

    LASALLE
      BANK NATIONAL ASSOCIATION,

    as
      Trustee

     

    By:  /s/
      Susan L. Feld            
Name:
      Susan L. Feld
Title:
      Assistant Vice President

     

    


     


    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    


     

    Solely
      for purposes of Section 2.05

    accepted
      and agreed to by:

     

    MORGAN
      STANLEY MORTGAGE CAPITAL INC.

     

    By:  /s/
      Val Kay                    
Name:
      Val
      Kay
Title:
      Managing Director

     

     

     

     

     


    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

    


    FORMS
      OF
      CERTIFICATES

     

    


    


     

    


    


    



    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

     

    
      	
              STATE
                OF

            	
              )

            
	 	
              )     ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

     

    [NAME
      OF
      OFFICER], _________________ being first duly sworn, deposes and
      says:

     

    
      	 	
              1.

            	
              That
                he [she] is [title of officer] ________________________ of [name
                of
                Purchaser] _________________________________________ (the “Purchaser”),
                a _______________________ [description of type of entity] duly organized
                and existing under the laws of the [State of __________] [United
                States],
                on behalf of which he [she] makes this
                affidavit.

            


    

     

    
      	 	
              2.

            	
              That
                the Purchaser’s Taxpayer Identification Number is
                [              ].

            


    

     

    
      	 	
              3.

            	
              That
                the Purchaser is not a “disqualified organization” within the meaning of
                Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                (the “Code”)
                and will not be a “disqualified organization” as of [date of transfer],
                and that the Purchaser is not acquiring a Residual Certificate (as
                defined
                in the Agreement) for the account of, or as agent (including a broker,
                nominee, or other middleman) for, any person or entity from which
                it has
                not received an affidavit substantially in the form of this affidavit.
                For
                these purposes, a “disqualified organization” means the United States, any
                state or political subdivision thereof, any foreign government, any
                international organization, any agency or instrumentality of any
                of the
                foregoing (other than an instrumentality if all of its activities
                are
                subject to tax and a majority of its board of directors is not selected
                by
                such governmental entity), any cooperative organization furnishing
                electric energy or providing telephone service to persons in rural
                areas
                as described in Code Section 1381(a)(2)(C), any “electing large
                partnership” within the meaning of Section 775 of the Code, or any
                organization (other than a farmers’ cooperative described in Code
                Section 521) that is exempt from federal income tax unless such
                organization is subject to the tax on unrelated business income imposed
                by
                Code Section 511.

            


    

     

    
      	 	
              4.

            	
              That
                the Purchaser either (x) is not, and on __________________ [date of
                transfer] will not be, an employee benefit plan or other plan or
                arrangement subject to Section 406 of the Employee Retirement Income
                Security Act of 1974, as amended (“ERISA”),
                or Section 4975 of the Code (“Code”),
                (collectively, a “Plan”)
                or a person acting on behalf of any such Plan or investing the assets
                of
                any such Plan to acquire a Residual Certificate; (y) is an insurance
                company that is purchasing the Certificate with funds contained in
                an
                “insurance company general account” as defined in Section V(e) of
                Prohibited Transaction Class Exemption (“PTCE”)
                95-60 and the purchase and holding of the Certificate satisfy the
                requirements for exemptive relief under Sections I and III of PTCE
                95-60;
                or (z) herewith delivers to the Certificate Registrar an opinion of
                counsel satisfactory to the Certificate Registrar and the Trustee
                and upon
                which the Certificate Registrar, the Trustee and the Depositor shall
                be
                entitled to rely, to the effect that the purchase or holding of such
                Residual Certificate by the Purchaser will not result in any non-exempt
                prohibited transactions under Title I of ERISA or Section 4975
                of the Code and will not subject the Certificate Registrar, the Trustee
                or
                the Depositor to any obligation in addition to those undertaken by
                such
                entities in the Trust Agreement, which opinion of counsel shall not
                be an
                expense of the Trust Fund or any of the above
                parties.

            


    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.

            	
              That
                the Purchaser hereby acknowledges that under the terms of the Trust
                Agreement dated as of July 1, 2006 (the “Agreement”),
                between Morgan Stanley Capital I Inc., as Depositor, and LaSalle
                Bank
                National Association, as Trustee, with respect to Morgan Stanley
                Mortgage
                Loan Trust 2006-10SL, Mortgage Pass-Through Certificates, no transfer
                of
                the Residual Certificates shall be permitted to be made to any person
                unless the Certificate Registrar has received a certificate from
                such
                transferee containing the representations in paragraphs 3 and 4
                hereof.

            


    

     

    
      	 	
              6.

            	
              That
                the Purchaser does not hold REMIC residual securities as nominee
                to
                facilitate the clearance and settlement of such securities through
                electronic book-entry changes in accounts of participating organizations
                (such entity, a “Book-Entry
                Nominee”).

            


    

     

    
      	 	
              7.

            	
              That
                the Purchaser does not have the intention to impede the assessment
                or
                collection of any federal, state or local taxes legally required
                to be
                paid with respect to such Residual
                Certificate.

            


    

     

    
      	 	
              8.

            	
              That
                the Purchaser will not transfer a Residual Certificate to any person
                or
                entity (i) as to which the Purchaser has actual knowledge that the
                requirements set forth in paragraph 3, paragraph 6 or
                paragraph 10 hereof are not satisfied or that the Purchaser has
                reason to believe does not satisfy the requirements set forth in
                paragraph 7 hereof, and (ii) without obtaining from the
                prospective Purchaser an affidavit substantially in this form and
                providing to the Certificate Registrar a written statement substantially
                in the form of Exhibit C to the
                Agreement.

            


    

     

    
      	 	
              9.

            	
              That
                the Purchaser understands that, as the holder of a Residual Certificate,
                the Purchaser may incur tax liabilities in excess of any cash flows
                generated by the interest and that it intends to pay taxes associated
                with
                holding such Residual Certificate as they become
                due.

            


    

     

    
      	 	
              10.

            	
              That
                the Purchaser (i) is not a Non-U.S. Person or (ii) is a Non-U.S.
                Person that holds a Residual Certificate in connection with the conduct
                of
                a trade or business within the United States and has furnished the
                transferor the Certificate Registrar with an effective Internal Revenue
                Service Form W-8ECI (Certificate of Foreign Person’s Claim for
                Exemption From Withholding on Income Effectively Connected With the
                Conduct of a Trade or Business in the United States) or successor
                form at
                the time and in the manner required by the Code or (iii) is a
                Non-U.S. Person that has delivered to the transferor, the Trustee
                and the
                Certificate Registrar an opinion of a nationally recognized tax counsel
                to
                the effect that the transfer of such Residual Certificate to it is
                in
                accordance with the requirements of the Code and the regulations
                promulgated thereunder and that such transfer of a Residual Certificate
                will not be disregarded for federal income tax purposes. “Non-U.S.
                Person”
                means an individual, corporation, partnership or other person other
                than
                (i) a citizen or resident of the United States; (ii) a
                corporation, partnership or other entity created or organized in
                or under
                the laws of the United States or any state thereof, including for
                this
                purpose, the District of Columbia; (iii) an estate that is subject to
                U.S. federal income tax regardless of the source of its income;
                (iv) 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 trustees have authority to control all substantial
                decisions
                of the trust; and, (v) to the extent provided in Treasury
                regulations, certain trusts in existence on August 20, 1996 that
                are
                treated as United States persons prior to such date and elect to
                continue
                to be treated as United States
                persons.

            


    

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.

            	
              The
                Purchaser will not cause income from the Residual Certificate to
                be
                attributable to a foreign permanent establishment or fixed base of
                the
                Purchaser or another U.S. taxpayer.

            


    

     

    
      	 	
              12.

            	
              That
                the Purchaser agrees to such amendments of the Trust Agreement as
                may be
                required to further effectuate the restrictions on transfer of any
                Residual Certificate to such a “disqualified organization,” an agent
                thereof, a Book-Entry Nominee, or a person that does not satisfy
                the
                requirements of paragraph 7 and paragraph 10
                hereof.

            


    

     

    
      	 	
              13.

            	
              That
                the Purchaser consents to the designation of the Trustee to act as
                agent
                for the “tax matters person” of each REMIC created by the Trust Fund
                pursuant to the Trust Agreement.

            


    

     

     

     

    
 

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [title of
      officer] this _____ day of __________ 20__.

     

    _________________________________

    [name
      of
      Purchaser]

     

    By:                          
Name:
Title:

     

    Personally
      appeared before me the above-named [name of officer] ________________, known
      or
      proved to me to be the same person who executed the foregoing instrument and
      to
      be the [title of officer] _________________ of the Purchaser, and acknowledged
      to me that he [she] executed the same as his [her] free act and deed and the
      free act and deed of the Purchaser.

     

    Subscribed
      and sworn before me this _____ day of __________ 20__.

     

    NOTARY
      PUBLIC

    ____________________________

     

    COUNTY
      OF
      _____________________

     

    STATE
      OF
      _______________________

     

    My
      commission expires the _____ day of __________ 20__.

     

    


    



    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

     

    ____________________________

    Date

     

    
      	
              Re:

            	
              Morgan
                Stanley Mortgage Loan Trust 2006-10SL 

              Mortgage
                Pass-Through Certificates

            


    

     

    _______________________
      (the “Transferor”)
      has
      reviewed the attached affidavit of _____________________________ (the
“Transferee”),
      and
      has no actual knowledge that such affidavit is not true and has no reason to
      believe that the information contained in paragraph 7 thereof is not true,
      and has no reason to believe that the Transferee has the intention to impede
      the
      assessment or collection of any federal, state or local taxes legally required
      to be paid with respect to a Residual Certificate. In addition, the Transferor
      has conducted a reasonable investigation at the time of the transfer and found
      that the Transferee had historically paid its debts as they came due and found
      no significant evidence to indicate that the Transferee will not continue to
      pay
      its debts as they become due.

     

    Very
      truly yours,

     

    _________________________

    Name:

    Title:

     

    


    



    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D

     

    [RESERVED]

     

     

     

     

     

     

     

     

    
 


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    LIST
      OF
      PURCHASE AGREEMENTS AND SERVICING AGREEMENTS

     

    1.           Third
      Amended and Restated Mortgage Loan Purchase and Warranties Agreement dated
      as of
      March 1, 2006 between Morgan Stanley Mortgage Capital Inc., as purchaser, and
      Aames Capital Corporation, as seller; 

    


    2.
                 Seller
      Agreement dated as of July 28, 2004 (together with the Seller’s Guide and any
      and all of the other documents and agreements incorporated by reference therein)
      by and between Morgan Stanley Mortgage Capital Inc., as purchaser, and Aegis
      Mortgage Corporation, as seller, as supplemented by the Flow Addendum to Seller
      Agreement dated as of April 6, 2005 by and between Morgan Stanley Mortgage
      Capital Inc., as purchaser, and Aegis Mortgage Corporation, as seller;
      and

    


    3.           Fourth
      Amended and Restated Mortgage Loan Purchase and Warranties Agreement dated
      as of
      May 1, 2006 between Morgan Stanley Mortgage Capital Inc., as purchaser, and
      Decision One Mortgage Company, LLC, as seller;

    


    4.           Second
      Amended and Restated Master Mortgage Loan Purchase and Warranties Agreement
      dated as of April 1, 2006 between Morgan Stanley Mortgage Capital Inc., as
      purchaser, and First National Bank of Nevada, as seller; 

    


    5.           Servicing
      Agreement dated as of July 1, 2006 between Morgan Stanley Mortgage Capital
      Inc.,
      as owner, and GMAC Mortgage Corporation, as servicer.

    


     

    



    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      F

     

    LIST
      OF
      CUSTODIAL AGREEMENTS

     

    


    1.           Custodial
      Agreement dated as of July 1, 2006 among Morgan Stanley Capital I Inc., as
      purchaser, Aames Capital Corporation, as a Seller, Aegis Mortgage Corporation,
      as a Seller, Decision One Mortgage Company, LLC, as, a Seller, First National
      Bank of Nevada, as a Seller, LaSalle Bank National Association, as Truste and
      LaSalle Bank National Association, as Custodian.

    


     

     

     

     

     

    
 

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      G

     

    [RESERVED]

     

    


    


     

     

     

     

    
 


    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      H

     

    FORM
      OF
      RULE 144A TRANSFER CERTIFICATE

     

    
      	
              Re:

            	
              Morgan
                Stanley Mortgage Loan Trust 2006-10SL, 

              Mortgage
                Pass-Through Certificates

            


    

     

    Reference
      is hereby made to the Trust Agreement dated as of July 1, 2006 (the
“Trust
      Agreement”),
      between Morgan Stanley Capital I Inc., as Depositor, and LaSalle Bank National
      Association, as Trustee. Capitalized terms used but not defined herein shall
      have the meanings given to them in the Trust Agreement.

     

    This
      letter relates to $__________ initial Certificate Balance of Class _____
      Certificates which are held in the form of Definitive Certificates registered
      in
      the name of ______________ (the “Transferor”).
      The
      Transferor has requested a transfer of such Definitive Certificates for
      Definitive Certificates of such Class registered in the name of [insert name
      of
      transferee].

     

    In
      connection with such request, and in respect of such Certificates, the
      Transferor hereby certifies that such Certificates are being transferred in
      accordance with (i) the transfer restrictions set forth in the Trust
      Agreement and the Certificates and (ii) Rule 144A under the Securities
      Act to a purchaser that the Transferor reasonably believes is a “qualified
      institutional buyer” within the meaning of Rule 144A purchasing for its own
      account or for the account of a “qualified institutional buyer,” which purchaser
      is aware that the sale to it is being made in reliance upon Rule 144A, 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
      applicable jurisdiction.

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Underwriter, the Certificate Registrar and the
      Depositor.

     

     

    ______________________________

    [Name
      of
      Transferor]

     

    By: 
      ___________________________
Name:
Title:

     

     

    Dated:
      ___________, ____



    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I

     

    FORM
      OF
      PURCHASER’S LETTER FOR

    INSTITUTIONAL
      ACCREDITED INVESTOR

     

    


     

    Date

     

    Dear
      Sirs:

     

    In
      connection with our proposed purchase of $______________ principal amount of
      Morgan Stanley Mortgage Loan Trust 2006-10SL, Mortgage Pass-Through Certificates
      (the “Privately
      Offered Certificates”)
      of
      Morgan Stanley Capital I Inc. (the “Depositor”),
      we
      confirm that:

     

    
      	
              (1)

            	
              We
                understand that the Privately Offered Certificates have not been,
                and will
                not be, registered under the Securities Act of 1933, as amended (the
                “Securities
                Act”),
                and may not be sold except as permitted in the following sentence.
                We
                agree, on our own behalf and on behalf of any accounts for which
                we are
                acting as hereinafter stated, that if we should sell any Privately
                Offered
                Certificates within two years of the later of the date of original
                issuance of the Privately Offered Certificates or the last day on
                which
                such Privately Offered Certificates are owned by the Depositor or
                any
                affiliate of the Depositor we will do so only (A) to the Depositor,
                (B) to “qualified institutional buyers” (within the meaning of
                Rule 144A under the Securities Act) in accordance with Rule 144A
                under the Securities Act (“QIBs”),
                (C) pursuant to the exemption from registration provided by
                Rule 144 under the Securities Act, or (D) to an institutional
                “accredited investor” within the meaning of Rule 501(a)(1), (2), (3)
                or (7) of Regulation D under the Securities Act that is not a QIB (an
                “Institutional
                Accredited Investor”)
                which, prior to such transfer, delivers to the Certificate Registrar
                under
                the Trust Agreement dated as of July 1, 2006 (the “Trust
                Agreement”),
                between Morgan Stanley Capital I Inc., as Depositor, and LaSalle
                Bank
                National Association, as Trustee, a signed letter in the form of
                this
                letter; and we further agree, in the capacities stated above, to
                provide
                to any person purchasing any of the Privately Offered Certificates
                from us
                a notice advising such purchaser that resales of the Privately Offered
                Certificates are restricted as stated
                herein.

            


    

     

    
      	
              (2)

            	
              We
                understand that, in connection with any proposed resale of any Privately
                Offered Certificates to an Institutional Accredited Investor, we
                will be
                required to furnish to the Certificate Registrar a certification
                from such
                transferee in the form hereof to confirm that the proposed sale is
                being
                made pursuant to an exemption from, or in a transaction not subject
                to,
                the registration requirements of the Securities Act. We further understand
                that the Privately Offered Certificates purchased by us will bear
                a legend
                to the foregoing effect.

            


    

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    
      	
              (3)

            	
              We
                are acquiring the Privately Offered Certificates for investment purposes
                and not with a view to, or for offer or sale in connection with,
                any
                distribution in violation of the Securities Act. We have such knowledge
                and experience in financial and business matters as to be capable
                of
                evaluating the merits and risks of our investment in the Privately
                Offered
                Certificates, and we and any account for which we are acting are
                each able
                to bear the economic risk of such
                investment.

            


    

     

    
      	
              (4)

            	
              We
                are an Institutional Accredited Investor and we are acquiring the
                Privately Offered Certificates purchased by us for our own account
                or for
                one or more accounts (each of which is an Institutional Accredited
                Investor) as to each of which we exercise sole investment
                discretion.

            


    

     

    
      	
              (5)

            	
              We
                have received such information as we deem necessary in order to make
                our
                investment decision.

            


    

     

    
      	
              (6)

            	
              If
                we are acquiring ERISA-Restricted Certificates, we understand that
                in
                accordance with ERISA, the Code and the Exemption, no Plan and no
                person
                acting on behalf of such a Plan may acquire such Certificate except
                in
                accordance with Section 3.03(d) of the Trust
                Agreement.

            


    

     

    Terms
      used in this letter which are not otherwise defined herein have the respective
      meanings assigned thereto in the Trust Agreement.

     


    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    


    You
      and
      the Certificate Registrar are entitled to rely upon this letter and are
      irrevocably authorized to produce this letter or a copy hereof to any interested
      party in any administrative or legal proceeding or official inquiry with respect
      to the matters covered hereby.

     

     

    Very
      truly yours,

     

     

    _________________________

    [Purchaser]

     

     

    By: 
      __________________________
Name:
Title:

     

    


     

     

     

     

     

    
 


    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      J

     

    FORM
      OF
      ERISA TRANSFER AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )     ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1.           The
      undersigned is the ______________________ of ______________ (the “Investor”),
      a
      [corporation duly organized] and existing under the laws of __________, on
      behalf of which he makes this affidavit.

     

    2.           The
      Investor either (x) is not, and on ___________ [date of transfer] will not
      be, an employee benefit plan or other plan or arrangement subject to
      Section 406 of the Employee Retirement Income Security Act of 1974, as
      amended (“ERISA”),
      or
      Section 4975 of the Internal Revenue Code of 1986, as amended (the
“Code”),
      (collectively, a “Plan”)
      or a
      person acting on behalf of any such Plan or investing the assets of any such
      Plan; (y) if the Certificate has been the subject of an ERISA-Qualifying
      Underwriting, is an insurance company that is purchasing the Certificate with
      funds contained in an “insurance company general account” as defined in
      Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
      95-60
      and the purchase and holding of the Certificate satisfy the requirements for
      exemptive relief under Sections I and III of PTCE 95-60; or (z) herewith
      delivers to the Certificate Registrar an opinion of counsel satisfactory to
      the
      Certificate Registrar and the Trustee and upon which the Certificate Registrar,
      the Trustee and the Depositor shall be entitled to rely, to the effect that
      the
      purchase and holding of such Certificate by the Investor will not constitute
      or
      result in any non-exempt prohibited transactions under Title I of ERISA or
      Section 4975 of the Code and will not subject the Certificate Registrar,
      the Trustee or the Depositor to any obligation in addition to those undertaken
      by such entities in the Trust Agreement, which opinion of counsel shall not
      be
      an expense of the Trust Fund or the above parties.

     

    3.           The
      Investor hereby acknowledges that under the terms of the Trust Agreement dated
      as of July 1, 2006 (the “Trust
      Agreement”),
      between Morgan Stanley Capital I Inc., as Depositor, and LaSalle Bank National
      Association, as Trustee, no transfer of the ERISA-Restricted Certificates shall
      be permitted to be made to any person unless the Certificate Registrar has
      received a certificate from such transferee in the form hereof.

     


    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to proper authority, by its duly authorized officer, duly
      attested, this ____ day of _______________ 20___.

     

     

    ________________________________

    [Investor]

     

     

    By: 
      _____________________________
Name:
Title:

     

    ATTEST:

     

    


    ____________________________

     

    
      	
              STATE
                OF 

            	
              )

            
	 	
              )     ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

     

    Personally
      appeared before me the above-named ________________, known or proved to me
      to be
      the same person who executed the foregoing instrument and to be the
      ____________________ of the Investor, and acknowledged that he executed the
      same
      as his free act and deed and the free act and deed of the Investor.

     

    Subscribed
      and sworn before me this _____ day of _________ 20___.

     

     

     

    ___________________________________

    NOTARY
      PUBLIC

     

     

    My
      commission expires the

    _____
      day
      of __________ 20___.

     

    
 


    
      
        
        

      

      
        J-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      K

     

    FORM
      OF
      LETTER OF REPRESENTATIONS

    WITH
      THE
      DEPOSITORY TRUST COMPANY

     

    


    [On
      File
      with the Trustee]

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L

     

    FORM
      OF
      CERTIFICATION TO BE

     

     PROVIDED
      WITH FORM 10-K

     

    
      	 	
              Re:

            	
              Morgan
                Stanley Mortgage Loan Trust 2006-10SL (the “Trust”),
                Mortgage Pass-Through Certificates, Series 2006-10SL, issued pursuant
                to
                the Trust Agreement dated as of July 1, 2006 (the “Trust
                Agreement”),
                between Morgan Stanley Capital I Inc., as depositor, and LaSalle
                Bank
                National Association, as trustee (the “Trustee”).

            


    

     

    I,
      [identify the certifying individual], certify that:

     

    1.           I
      have reviewed this annual report on Form 10-K (the “Annual
      Report”),
      and
      all reports on Form 8-K containing distribution reports (collectively with
      this
      Annual Report, the “Reports”)
      filed
      in respect of periods included in the year covered by this Annual Report, of
      the
      Trust;

     

    2.           Based
      on my knowledge, the information in the Reports, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading as of the last day of the period
      covered by this Annual Report;

     

    3.           Based
      on my knowledge, the distribution or servicing information required to be
      provided to the Trustee by the Servicer under the Trust Agreement, for inclusion
      in the Reports is included in the Reports;

     

    4.           Based
      on my knowledge and upon the annual compliance statement included in this Annual
      Report and required to be delivered to the Trustee in accordance with the terms
      of the Trust Agreement, and except as disclosed in the Reports, the Servicer
      has
      fulfilled its obligations under the Trust Agreement; and

     

    5.           The
      Reports disclose all significant deficiencies relating to the Servicer’s
      compliance with the minimum servicing standards based upon the report provided
      by an independent public accountant, after conducting a review in compliance
      with the Uniform Single Attestation Program for Mortgage Bankers or similar
      procedure, as set forth in the Trust Agreement, that is included in the
      Reports.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: the Trustee and the
      Servicer.

     

    Date: 
      ________________________

     

    ____________________________________

    [Signature]

    [Title]


    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      M

     

    FORM
      OF
      CERTIFICATION

    TO
      BE
      PROVIDED BY THE TRUSTEE TO THE DEPOSITOR

    

      
        	 	
                Re:
                  

              	
                Morgan
                  Stanley Capital I Inc. Trust 2006-10SL (the “Trust”),
                  Mortgage Pass-Through Certificates, Series 2006-10SL, issued pursuant
                  to
                  the Trust Agreement dated as July 1, 2006 (the “Trust
                  Agreement”),
                  between Morgan Stanley Capital I Inc., as depositor (the “Depositor”),
                  and LaSalle Bank National Association, as trustee (the “Trustee”)

                 

              


      

    

     

    I,
      [identify the certifying individual], certify to the Depositor, and its
      officers, directors and affiliates, and with the knowledge and intent that
      they
      will rely upon this certification, that:

     

    1.           I
      have reviewed the annual report on Form 10-K for the fiscal year [___] (the
      “Annual
      Report”),
      and
      all reports on Form 10-D required to be filed in respect of the period covered
      by the Annual Report (collectively with the Annual Report, the “Reports”),
      of
      the Trust;

     

    2.           To
      the best of my knowledge, the information in the Reports, taken as a whole,
      does
      not contain any untrue statement of a material fact or omit to state a material
      fact necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading as of the last day of the period
      covered by the Annual Report; and

     

    3.           To
      the best of my knowledge, and assuming the accuracy of information and
      statements required to be made or delivered by the Servicer, Custodian and
      the
      Depositor, the distribution information required to be provided by the Trustee
      under the Trust Agreement and the servicing information required to be provided
      by the Servicer under the Servicing Agreement for inclusion in the Reports
      is
      included in the Reports.

     

    Date: 
      ________________________

     

    LASALLE
      BANK NATIONAL ASSOCIATION

     

     

    __________________________________

    [Signature]

    [Title]

    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      N

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    The
      assessment of compliance to be delivered by the Servicer, Trustee and the
      Custodian shall address, at a minimum, the criteria identified below
“Applicable
      Servicing Criteria”:

    

      
        	
                 

                SERVICING
                  CRITERIA

              	
                APPLICABLE

                SERVICING
                  CRITERIA

              
	
                 

                Reference

              	
                 

                Criteria

              	 
	 	
                General
                  Servicing Considerations

              	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	
                Trustee/Servicer

              
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

              	
                Trustee/Servicer
                  (as applicable to such party)

              
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the mortgage loans are maintained.

              	
                N/A

              
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	
                Servicer

              
	 	
                Cash
                  Collection and Administration

              	 
	
                1122(d)(2)(i)

              	
                Payments
                  on mortgage loans are deposited into the appropriate custodial
                  bank
                  accounts and related bank clearing accounts no more than two business
                  days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	
                Servicer

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	
                Servicer/Trustee

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	
                Servicer

              
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	
                Servicer/Trustee

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.

              	
                Servicer

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	
                Servicer/Trustee

              
	
                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	
                Servicer/Trustee

              


      

       

      
        
          
          

        

        
          N-1

          
            

          

        

        
          
          

        

      

       

      
        	
                 

                SERVICING
                  CRITERIA

              	
                APPLICABLE

                SERVICING
                  CRITERIA

              
	
                 

                Reference

              	
                 

                Criteria

              	 
	 	
                Investor
                  Remittances and Reporting

              	 
	
                1122(d)(3)(i)

              	
                 

                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  the investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of mortgage loans serviced by the
                  Servicer.

              	
                Trustee/Servicer

              
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	
                Trustee/Servicer

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	
                Trustee/Servicer

              
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	
                Trustee/Servicer

              
	 	
                Pool
                  Asset Administration

              	 
	
                1122(d)(4)(i)

              	
                Collateral
                  or security on mortgage loans is maintained as required by the
                  transaction
                  agreements or related mortgage loan documents.

              	
                Custodian/

                Servicer

              
	
                1122(d)(4)(ii)

              	
                Mortgage
                  loan and related documents are safeguarded as required by the transaction
                  agreements.

              	
                Custodian/Servicer

              
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

              	
                Trustee/Servicer

              
	
                1122(d)(4)(iv)

              	
                Payments
                  on mortgage loans, including any payoffs, made in accordance with
                  the
                  related mortgage loan documents are posted to the Servicer’s obligor
                  records maintained no more than two business days after receipt,
                  or such
                  other number of days specified in the transaction agreements, and
                  allocated to principal, interest or other items (e.g., escrow)
                  in
                  accordance with the related mortgage loan documents.

              	
                Servicer

              
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the mortgage loans agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	
                Servicer

              
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor’s mortgage loans (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents.

              	
                Servicer

              
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

              	
                Servicer

              
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a mortgage
                  loan is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent mortgage loans including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	
                Servicer

              
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for mortgage loans with variable
                  rates are computed based on the related mortgage loan
                  documents.

              	
                Servicer

              


      

       

      
        
          
          

        

        
          N-2

          
            

          

        

        
          
          

        

      

       

      

        
          	
                   

                  SERVICING
                    CRITERIA

                	
                  APPLICABLE

                  SERVICING
                    CRITERIA

                
	
                   

                  Reference

                	
                   

                  Criteria

                	 
	
                  1122(d)(4)(x)

                	
                   

                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s mortgage loan
                    documents, on at least an annual basis, or such other period
                    specified in
                    the transaction agreements; (B) interest on such funds is paid,
                    or
                    credited, to obligors in accordance with applicable mortgage
                    loan
                    documents and state laws; and (C) such funds are returned to
                    the obligor
                    within 30 calendar days of full repayment of the related mortgage
                    loans,
                    or such other number of days specified in the transaction
                    agreements.

                	
                  Servicer

                
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	
                  Servicer

                
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	
                  Servicer

                
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	
                  Servicer

                
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	
                  Servicer

                
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.

                	
                  Trustee

                


        

      



     

     

     

    
 


    
      
        
        

      

      
        N-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      O

    


    ADDITIONAL
      FORM 10-D DISCLOSURE

    


    
      	
               

              Item
                on Form 10-D

            	
               

              Party
                Responsible

            
	
              Item
                1: Distribution and Pool Performance

              Information

               

              Any
                information required by Item 1121 of

              Regulation
                AB which is NOT included

              on
                the Monthly Statement

            	
              Servicer

              Trustee

            
	
              Item
                2: Legal Proceedings

               

              per
                Item 1117 of Regulation AB

            	
              (i)
                All parties to the Agreement (as to themselves), (ii) the Trustee
                and
                Servicer as to the issuing entity, (iii) the Depositor as to the
                sponsor,
                and each Originator or any Regulation AB Item 1100(d)(1)
                party

            
	
              Item
                3: Sale of Securities and Use of Proceeds

            	
              Depositor

            
	
              Item
                4: Defaults Upon Senior Securities

            	
              Trustee

            
	
              Item
                5: Submission of Matters to a Vote of Security Holders

            	
              Depositor
                or the party to this Agreement submitting such matter to a vote of
                Certificateholders

            
	
              Item
                6: Significant Obligors of Pool Assets

            	
              N/A

            
	
              Item
                7: Significant Enhancement Provider Information

            	
              Depositor

            
	
              Item
                8: Other Information

            	
              Any
                party to the Agreement responsible for disclosure items on 

              Form
                8-K

            
	
              Item
                9: Exhibits

            	
              Trustee/Depositor

            


    

    


    



    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      P

    


    ADDITIONAL
      FORM 10-K DISCLOSURE

    


    
      	
               

              Item
                on Form 10-K

            	
               

              Party
                Responsible

            
	
              Item
                9B: Other Information

            	
              Any
                party to the Agreement responsible for disclosure items on Form
                8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Depositor,
                Servicer and Trustee (as

              applicable)

            
	
              Additional
                Item:

               

              Disclosure
                per Item 1117 of

              Regulation
                AB

            	
              (i)
                All parties to the Agreement (as to themselves), (ii) the Trustee,
                Depositor and Servicer as to the Trust, (iii) the Depositor as to
                the
                sponsor and each Originator or any 1100(d)(1) party

            
	
              Additional
                Item:

              Disclosure
                per Item 1119 of

              Regulation
                AB

            	
              (i)
                All parties to the Agreement (as to themselves), (ii) the Depositor
                as to
                the sponsor

            
	
              Additional
                Item:

              Disclosure
                per Item 1112(b) of

              Regulation
                AB

            	
              N/A

            
	
              Additional
                Item:

              Disclosure
                per Items 1114(b) and

              1115(b)
                of Regulation AB

            	
              Depositor

            


    

    



    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      Q

    


    FORM
      8-K
      DISCLOSURE INFORMATION

    


    
      	
              Item
                on Form 8-K

            	
              Party
                Responsible

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

            	
              The
                party to this Agreement entering into such material definitive
                agreement

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

            	
              The
                party to this Agreement requesting termination of a material definitive
                agreement

            
	
              Item
                1.03- Bankruptcy or Receivership

            	
              (i)
                All parties to the Agreement (as to themselves), (ii) the Trustee
                and
                Servicer as to the Trust, (iii) the Depositor as to the sponsor and
                each
                Originator or any 1100(d)(1) party

            
	
              Item
                2.04- Triggering Events that Accelerate or Increase a Direct Financial
                Obligation or an Obligation under an Off-Balance Sheet
                Arrangement

            	
              Depositor

            
	
              Item
                3.03- Material Modification to Rights of Security Holders

            	
              The
                party requesting such modification

            
	
              Item
                5.03- Amendments of Articles of Incorporation or Bylaws; Change of
                Fiscal
                Year

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational Material

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Trustee

            	
              Servicer,
                Trustee, successor servicer, successor trustee

            
	
              Item
                6.03- Change in Credit Enhancement or External Support

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Trustee

            
	
              Item
                6.05- Securities Act Updating Disclosure

            	
              Depositor

            
	
              Item
                7.01- Regulation FD Disclosure

            	
              Depositor

            
	
              Item
                8.01

            	
              Depositor

            


    

    


    


    
      
        
        

      

      
        Q-1