POOLING AND SERVICING AGREEMENT

EXECUTION COPY

 

MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,
Depositor

UBS REAL ESTATE SECURITIES INC.,
Transferor

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

U.S. BANK NATIONAL ASSOCIATION,
Trustee

POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2006

MASTR ASSET SECURITIZATION TRUST 2006-3

MORTGAGE PASS-THROUGH CERTIFICATES, Series 2006-3

 

 

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

3

Section 1.01

Definitions.

3

Section 1.02

Certain Calculations .

46

Section 1.03

Calculation of Applicable Fractions .

46

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND

WARRANTIES

47

Section 2.01

Conveyance of Mortgage Loans .

47

Section 2.02

Acceptance by Trustee of the Mortgage Loans .

51

Section 2.03

Remedies for Breaches of Representations and Warranties .

53

Section 2.04

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

55

Section 2.05

[Reserved] .

55

Section 2.06

Execution and Delivery of Certificates .

55

Section 2.07

REMIC Matters .

56

Section 2.08

Covenants of the Master Servicer .

56

Section 2.09

Representations and Warranties of the Master Servicer .

56

Section 2.10

Representations and Warranties of the Custodian .

58

ARTICLE III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS

59

Section 3.01

Master Servicing of Mortgage Loans .

59

Section 3.02

Monitoring of Servicers .

60

Section 3.03

[ Reserved ].

61

Section 3.04

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

61

Section 3.05

Trustee to Act as Master Servicer .

62

Section 3.06

Protected Accounts .

63

Section 3.07

Collection of Mortgage Loan Payments; Collection Account; Distribution Account .

63

Section 3.08

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

66

Section 3.09

Access to Certain Documentation and Information Regarding the Mortgage Loans .

66

Section 3.10

Permitted Withdrawals from the Collection Account and Distribution Account .

67

Section 3.11

Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies .

69

Section 3.12

Presentment of Claims and Collection of Proceeds .

69

Section 3.13

Maintenance of the Primary Insurance Policies .

70

Section 3.14

Realization upon Defaulted Mortgage Loans .

70

Section 3.15

REO Property .

70

Section 3.16

Due-on-Sale Clauses; Assumption Agreements .

72

Section 3.17

Trustee to Cooperate; Release of Mortgage Files .

72

Section 3.18

Documents, Records and Funds in Possession of Master Servicer and Custodian to Be

Held for the Trustee .

73

Section 3.19

Master Servicing Compensation .

73

Section 3.20

Access to Certain Documentation .

74

Section 3.21

Annual Statement as to Compliance .

74

Section 3.22

Report on Assessment of Compliance and Attestation .

75

Section 3.23

Errors and Omissions Insurance; Fidelity Bonds .

78

Section 3.24

Master Servicer to Remit Prepayment Penalties to the Transferor .

78

ARTICLE IV DISTRIBUTIONS AND SERVICING ADVANCES

79

Section 4.01

Advances .

79

Section 4.02

Priorities of Distribution .

79

Section 4.03

Allocation of Realized Losses .

87

Section 4.04

Distribution Date Statements to Certificateholders .

89

ARTICLE V THE CERTIFICATES

93

Section 5.01

The Certificates .

93

Section 5.02

Certificate Register; Registration of Transfer and Exchange of Certificates .

93

Section 5.03

Mutilated, Destroyed, Lost or Stolen Certificates .

98

Section 5.04

Persons Deemed Owners .

99

Section 5.05

Access to List of Certificateholders’ Names and Addresses .

99

Section 5.06

Maintenance of Office or Agency .

99

Section 5.07

Deposit of Uncertificated REMIC Interests .

99

ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER AND THE CUSTODIAN

100

Section 6.01

Respective Liabilities of the Depositor, the Master Servicer and the Custodian .

100

Section 6.02

Merger or Consolidation of the Depositor, the Master Servicer and the Custodian .

100

Section 6.03

Limitation on Liability of the Depositor, the Transferor, the Master Servicer, the

Custodian and Others .

100

Section 6.04

Limitation on Resignation of Master Servicer .

101

Section 6.05

Sale and Assignment of Master Servicing Rights .

102

Section 6.06

Fees of the Custodian .

102

ARTICLE VII DEFAULT

102

Section 7.01

Events of Default .

102

Section 7.02

Trustee to Act; Appointment of Successor .

104

Section 7.03

Notification to Certificateholders .

106

ARTICLE VIII CONCERNING THE TRUSTEE

106

Section 8.01

Duties of Trustee .

106

Section 8.02

Certain Matters Affecting the Trustee .

107

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans .

109

Section 8.04

Trustee May Own Certificates .

109

Section 8.05

Trustee’s Fees and Expenses .

110

Section 8.06

Eligibility Requirements for Trustee .

110

Section 8.07

Resignation and Removal of Trustee .

111

Section 8.08

Successor Trustee .

111

Section 8.09

Merger or Consolidation of Trustee .

112

Section 8.10

Appointment of Co-Trustee or Separate Trustee .

112

ARTICLE IX CONCERNING THE TRUST ADMINISTRATOR AND THE MASTER SERVICER

114

Section 9.01

Duties of Trust Administrator .

114

Section 9.02

Certain Matters Affecting the Trust Administrator .

115

Section 9.03

Trust Administrator Not Liable for Certificates or Mortgage Loans .

116

Section 9.04

Trust Administrator May Own Certificates .

117

Section 9.05

Trust Administrator’s Fees and Expenses .

117

Section 9.06

Eligibility Requirements for Trust Administrator .

118

Section 9.07

Resignation and Removal of Trust Administrator .

118

Section 9.08

Successor Trust Administrator .

120

Section 9.09

Merger or Consolidation of Trust Administrator .

120

Section 9.10

[Reserved].

121

Section 9.11

Tax Matters .

121

Section 9.12

Periodic Filings .

124

ARTICLE X TERMINATION

132

Section 10.01

Termination upon Liquidation or Purchase of All Mortgage Loans .

132

Section 10.02

Final Distribution on the Certificates .

133

Section 10.03

Additional Termination Requirements.

134

ARTICLE XI MISCELLANEOUS PROVISIONS

135

Section 11.01

Amendment .

135

Section 11.02

Recordation of Agreement; Counterparts .

137

Section 11.03

Governing Law .

137

Section 11.04

Intention of Parties .

138

Section 11.05

Notices .

138

Section 11.06

Severability of Provisions .

139

Section 11.07

Assignment .

139

Section 11.08

Limitation on Rights of Certificateholders .

140

Section 11.09

Inspection and Audit Rights .

140

Section 11.10

Certificates Nonassessable and Fully Paid .

141

Section 11.11

Compliance With Regulation AB .

141

 

SCHEDULES

Schedule I

Mortgage Loan Schedule

Schedule II

Representations and Warranties as to the Mortgage Loans

Schedule III

Class P Prepayment Charges Mortgage Loan Schedule

Schedule IV

Scheduled Balance Table – PACs

 

EXHIBITS

Exhibit A:

Form of Class PO Certificate

Exhibit B

Form of Class A-X Certificate

Exhibit C-1:

Form of Class A-R Certificate

Exhibit C-2:

Form of Class P Certificate

Exhibit D:

Form of Class B Certificate

Exhibit E:

[Reserved]

Exhibit F:

Form of Reverse of Certificates

Exhibit G:

Form of Initial Certification of Custodian

Exhibit H:

Form of Final Certification of Custodian

Exhibit I:

Transfer Affidavit

Exhibit J:

Form of Transferor Certificate

Exhibit K:

Form of Investment Letter (Non Rule 144A)

Exhibit L:

Form of Rule 144A Letter

Exhibit M:

Form of Request for Release

Exhibit N:

Form of Sarbanes-Oxley Certification

Exhibit O:

[Reserved]

Exhibit P:

[Reserved]

Exhibit Q:

Form of Assessment of Compliance

Exhibit R:

[Reserved]

Exhibit S:

Additional Disclosure Notification

Exhibit T:

Additional Form 10-D Disclosure

Exhibit U:

Additional Form 10-K Disclosure

Exhibit V:

Form 8-K Disclosure Information

Exhibit W:

[Reserved]

Exhibit X:

Assessments of Compliance and Attestation Reports Servicing Criteria

 

 

 

THIS POOLING AND SERVICING AGREEMENT, dated as of October 1, 2006, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the “Depositor”), UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as transferor (the “Transferor”), WELLS FARGO BANK, N.A., a national banking association (“Wells Fargo”), as master servicer (in such capacity, the “Master Servicer”), as trust administrator (in such capacity, the “Trust Administrator”) and as custodian (in such capacity, the “Custodian”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).

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

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund is being conveyed to the Trustee to create a trust for the benefit of the Certificateholders.  The Trust Fund for federal income tax purposes shall consist of three REMICs (the “Subsidiary REMIC”, the “Middle REMIC” and the “Master REMIC”).  The “latest possible maturity date” for federal income tax purposes of all interests created hereby shall be the Latest Possible Maturity Date.

The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund corresponding to Collateral Group 1, Collateral Group 2 and Collateral Group 3 (exclusive of the Class P Prepayment Charges) and shall be evidenced by the uncertificated interests set forth below that shall be designated as REMIC regular interests (the “Subsidiary REMIC Regular Interests”).  In addition, the Subsidiary REMIC shall issue the Class A-LR Certificate and shall designate such interest as its sole class of residual interest.

The Middle REMIC shall hold as its assets the uncertificated REMIC regular interests issued by the Subsidiary REMIC.  The Middle REMIC shall issue the Class R-2 interest and shall designate such interest as its sole class of residual interest.  In addition, the Middle REMIC shall issue the uncertificated REMIC regular interests set forth below for the Middle REMIC (the “Middle REMIC Regular Interests”).

The Master REMIC shall consist of the Middle REMIC Regular Interests and shall be evidenced by the Classes of Certificates set forth below for the Master REMIC (which, except for the Exchangeable Certificates and the Class P, Class A-LR and Class A-UR Certificates, shall represent the “regular interests” in the Master REMIC) and the Class R-3 Interest as the single “residual interest” in the Master REMIC.   The Class A-UR Certificate shall not be considered a Certificate issued by the Master REMIC, but instead shall represent beneficial ownership of the Class R-2 and Class R-3 interests.

Subsidiary REMIC:

The Subsidiary REMIC Regular Interests, each of which is hereby designated as a REMIC regular interest for federal income tax purposes, shall have the following principal balances, pass-through rates and corresponding Collateral Groups in the manner set forth in the following table:

REMIC Interests	Initial Balance	Pass- Through Rate	Corresponding Collateral Group
LT1-1	(1)	6.000%	1
LT2-1	(1)	6.000%	1
LT3-1	(1)	6.000%	1
LT1-2	(1)	7.000%	2
LT2-2	(1)	7.000%	2
LT3-2	(1)	7.000%	2
LT1-3	(1)	6.000%	3
LT2-3	(1)	6.000%	3
LT3-3	(1)	6.000%	3
LT-15-A-X	(2)	(3)	3
LT-30-A-X	(2)	(4)	2
LT-15-PO	(5)	0.000%	3
LT-30-PO	(6)	0.000%	1

____________________

(1)

Each LT1 Interest shall have a principal balance initially equal to 0.9% of the Group Subordinate Amount of its corresponding Collateral Group or Groups.  Each LT2 Interest shall have a principal balance initially equal to 0.1% of the Group Subordinate Amount of its corresponding Collateral Group.   The initial principal balance of each LT3 Interest shall equal the excess of the Group Balance of its corresponding Collateral Group or Groups over the sum of (i) the initial principal balances of the LT1 and LT2 Interests corresponding to such Collateral Group or Groups, (ii) the portion of the LT-15-PO or LT 30-PO Interest attributable to the Discount Loans in the Collateral Group or Groups corresponding to such LT3 Interest, and (iii) in the case of Collateral Group 3 the principal balance of the Class A-LR Certificate.

(2)

This Subsidiary REMIC interest shall not have any principal balance.

(3)

The LT-15-A-X Interest shall be entitled to receive all interest accrued at the related Stripped Interest Rate on each Non-Discount Mortgage Loan in Collateral Group 3.

(4)

The LT-30-A-X Interest shall be entitled to receive all interest accrued at the related Stripped Interest Rate on each Non-Discount Mortgage Loan in Collateral Group 2.

(5)

The LT-15-PO Interest shall have an initial principal balance equal to the initial principal balance of the Class 15-PO Certificate.

(6)

The LT-30-PO Interest shall have an initial principal balance equal to the initial principal balance of the Class 30-PO Certificate.

Unless a Cross-over Situation (as defined below) exists, principal and Realized Losses arising with respect to each Collateral Group shall be allocated first to cause the LT1 and LT2 interests corresponding to such Collateral Group or Groups to equal 0.9% and 0.1% of the Group Subordinate Amount of such Collateral Group or Groups as of such Distribution Date and all excess principal and Realized Losses shall be allocated to the LT3 interest corresponding to such Collateral Group or Groups.  A LT1, LT2 or LT3 interest that is allocated principal on any Distribution Date shall receive such principal, and have its principal balance reduced by the amount of such principal, on such Distribution Date.  Similarly, a LT1, LT2 or LT3 interest that is allocated a Realized Loss on any Distribution Date shall have its principal balance reduced by the amount of such Realized Loss on such Distribution Date.

A “Cross-over Situation” exists if on any Distribution Date (after taking into account distributions of principal and allocations of Realized Losses on such Distribution Date) the LT1 and LT2 interests corresponding to any Collateral Group or Groups are in the aggregate less than 1% of the Group Subordinate Amount of the Collateral Group or Groups to which they correspond.  In the event that a Cross-Over Situation exists on any Distribution Date, and the weighted average rate of the outstanding LT1 and LT2 interests related to a Class of Subordinate Certificates is less than the Pass-Through Rate for such class of Subordinate Certificates, a Principal Relocation Payment (as defined below) shall be made proportionately to such outstanding LT1 interests prior to any other distributions of principal from each such Collateral Group or Groups.  In the event that a Cross-Over Situation exists on any Distribution Date, and the weighted average rate of the outstanding LT1 and LT2 interests related to a Class of Subordinate Certificates is greater than the Pass-Through Rate for such class of Subordinate Certificates, a Principal Relocation Payment shall be made proportionately to such outstanding LT2 interests prior to any other distributions of principal from each such Collateral Group.  A “Principal Relocation Payment” is a distribution of principal that causes the Calculation Rate (as defined below) on the outstanding LT1 and LT2 interests related to a Class of Subordinate Certificates to equal the Pass-Through Rate for such class of Subordinate Certificates.  The “Calculation Rate” shall equal the product of (i) 10 and (ii) the weighted average rate of the outstanding Class LT1 and Class LT2 interests related to a Class of Subordinate Certificates, treating each Class LT1 interest as capped at zero or reduced by a fixed percentage of 100% of the interest accruing on such class.  Principal Relocation Payments shall be made from principal received on the Mortgage Loans from the related Collateral Group or Groups and shall also consist of a proportionate allocation of Realized Losses from the Mortgage Loans of the related Collateral Group or Groups.  For purposes of making Principal Relocation Payments, to the extent that the principal received during the Collection Period from the related Collateral Group and Realized Losses are insufficient to make the necessary reduction of principal, then interest shall accrue on the LT3 interest related to a Collateral Group or Groups (and be added to their principal balances) that are not receiving a Principal Relocation Payment to allow the necessary Principal Relocation Payment to be made.

If a Cross-Over Situation exists, the outstanding aggregate principal balance of the related LT1 and LT2 interests shall not be reduced below one percent of the aggregate Group Balance of the related Collateral Group or Groups as of the end of any Collection Period in excess of the Senior Certificates related to such Collateral Group as of the related Distribution Date (after taking into account distributions of principal and allocations of Realized Losses on such Distribution Date).  To the extent this limitation prevents the distribution of principal to the LT1 and LT2 interests of a Collateral Group and the related LT3 interest has already been reduced to zero, such excess principal from the other Collateral Group or Collateral Groups shall be paid proportionately to the LT3 interests of the Collateral Group or Groups whose aggregate LT1 and LT2 interests are less than one percent of the Group Subordinate Amount.  Any such shortfall as a result of the Collateral Group or Groups receiving the extra payment having a Ratio-strip Rate (as defined below) lower than the weighted average Ratio-strip Rate of the Collateral Group from which the payment was relocated shall be treated as a Realized Loss and if excess arises as a result of the Collateral Group receiving the extra payment having a Ratio-strip Rate higher than the Collateral Group from which the payment was relocated it shall reimburse the Middle REMIC for prior Realized Losses.  The “Ratio-strip Rate” for each Collateral Group shall be equal to 6.000% for Collateral Group 1, 7.000% for Collateral Group 2 and 6.000% for Collateral Group 3.

The Class LT-15-PO Interest shall be entitled to receive the PO Principal Distribution Amount for Collateral Group 3 and the Class LT-30-PO Interest shall be entitled to receive the PO Principal Distribution Amount for Collateral Group 1.

Middle REMIC:

The Middle REMIC Regular Interests, each of which is hereby designated as a REMIC regular interest for federal income tax purposes, shall have the following principal balances and pass-through rates in the manner set forth in the following table:

Middle REMIC  Interests	Initial Balance	Pass- Through Rate	Corresponding Class in the Master REMIC
MT-1-A-1	(3)	6.000%	1-A-1
MT-1-A-2	(3)	6.000%	1-A-2
MT-1-A-3	(3)	6.000%	1-A-3
MT-1-A-4	(3)	6.000%	1-A-4
MT-1-A-5	(3)	6.000%	1-A-5
MT-1-A-6	(3)	6.000%	1-A-6
MT-1-A-7	(3)	6.000%	1-A-7
MT-1-A-8	(3)	6.000%	1-A-8
MT-2-A-1	(3)	7.000%	2-A-1, 2-A-2, 2-A-3
MT-3-A-1	(3)	6.000%	3-A-1
MT-15-PO	(3)	0.000%	15-PO
MT-30-PO	(3)	0.000%	30-PO
MT-15-A-X	(1)	(1)	15-A-X
MT-30-A-X	(4)	(4)	30-A-X
MT-A-UR	(3)	6.000%	A-UR
MT-B-1	(3)	(2)	B-1
MT-B-2	(3)	(2)	B-2
MT-B-3	(3)	(2)	B-3
MT-B-4	(3)	(2)	B-4
MT-B-5	(3)	(2)	B-5
MT-B-6	(3)	(2)	B-6

_______________

(1)

The Class MT-15-A-X shall not have a principal balance.  The Class MT-15-A-X shall be entitled to the excess interest on the Non-Discount Mortgage Loans in Collateral Group 3, which excess corresponds to 100% of the distributions on the LT-15-A-X interest issued by the Subsidiary REMIC.

(2)

The Calculation Rate, which rate equals the product of (i) 10 and (ii) the weighted average rate of the outstanding Class LT1 and Class LT2 interests corresponding to each Collateral Group, treating each such Class LT1 interest as capped at zero or reduced by a fixed percentage of 100% of the interest accruing on such Class.  The Calculation Rate is designed to always equal the Pass-Through Rate of each class of the Subordinate Certificates.

(3)

The initial principal balance of each of these Middle REMIC Regular Interests shall equal the initial Class Principal Balance of its Corresponding Class of Certificates.

(4)

The Class MT-30-A-X shall not have a principal balance.  The Class MT-30-A-X shall be entitled to the excess interest on the Non-Discount Mortgage Loans in Collateral Group 2, which excess corresponds to 100% of the distributions on the LT-30-A-X interest issued by the Subsidiary REMIC.

Each Middle REMIC Regular Interest shall receive principal distributions and allocations of Realized Losses equal to those for its corresponding class in the Master REMIC.

 

Master REMIC:

The following table sets forth characteristics of the 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):

Class	Initial Certificate Principal Balance or Notional Amount	Initial Pass-Through Rate	Minimum Denomination	Integral Multiples in Excess of Minimum
Class 1-A-1 (1)	$72,016,000	6.000%	$25,000	$1
Class 1-A-2 (1)	$19,421,000	6.000%	$25,000	$1
Class 1-A-3 (1)	$16,197,000	6.000%	$25,000	$1
Class 1-A-4 (1)	$8,935,000	6.000%	$25,000	$1
Class 1-A-5 (1)	$69,553,547	(2)	$25,000	$1
Class 1-A-6 (1)	$6,906,027	(3)	$25,000	$1
Class 1-A-7 (1)	$13,380,426	(4)	$25,000	$1
Class 1-A-8 (1)	$51,602,000	6.000%	$25,000	$1
Class 2-A-1 (1)	$125,650,000	(6)	$25,000	$1
Class 2-A-2 (1)	(7)	(8)	$100,000	$1
Class 2-A-3 (1)	(9)	(10)	$100,000	$1
Class 3-A-1	$41,688,000	6.000%	$25,000	$1
Class A-LR	$50	6.000%	100%	$1
Class A-UR	$50	6.000%	100%	$1
Class 15-PO	$465,001	(12)	$25,000	$1
Class 30-PO	$1,054,410	(12)	$25,000	$1
Class 15-A-X	(13)	6.000%	$100,000	$1
Class 30-A-X	(14)	7.000%	$100,000	$1
Class B-1	$6,161,000	(15)	$25,000	$1
Class B-2	$2,640,000	(15)	$25,000	$1
Class B-3	$880,000	(15)	$25,000	$1
Class B-4	$1,980,000	(15)	$25,000	$1
Class B-5	$660,000	(15)	$25,000	$1
Class B-6	$881,541	(15)	$25,000	$1
Class P	(16)	N/A	N/A	N/A

___________

(1)

Each of these Classes shall be issued in uncertificated form and shall constitute an Uncertificated REMIC Interest.

(2)

For any Distribution Date on which LIBOR is equal to or less than 7.000%, interest will accrue on the Class 1-A-5 Certificates at a per annum rate equal to LIBOR plus 2.000%, subject to a maximum rate of 7.750% per annum and a minimum rate of 2.000% per annum.  For any Distribution Date on which LIBOR is greater than 7.000%, interest will accrue on the Class 1-A-5 Certificates at a per annum rate equal to 0.000%.  The per annum Pass-Through Rate on the Class 1-A-5 Certificates for the first Interest Accrual Period is 7.330%.

(3)

For any Distribution Date on which LIBOR is equal to or less than 7.000%, interest will accrue on the Class 1-A-6 Certificates at a per annum rate equal to the sum of (x) the product of (a) -10.0714270303 and (b) LIBOR plus (y) 57.9107065031%, subject to a maximum rate of 57.9107065031% per annum and a minimum rate of 0.000% per annum.  For any Distribution Date on which LIBOR is greater than 7.000%, interest will accrue on the Class 1-A-6 Certificates at a per annum rate equal to 0.000%.  The per annum Pass-Through Rate on the Class 1-A-6 Certificates for the first Interest Accrual Period is 4.230%.

(4)

For any Distribution Date on which LIBOR is equal to or less than 7.000%, interest will accrue on the Class 1-A-7 Certificates at a per annum rate equal to 0.000%.   For any Distribution Date on which LIBOR is greater than 7.000%, interest will accrue on the Class 1-A-7 Certificates at a per annum rate equal to 40.2857128764%.  The per annum Pass-Through Rate on the Class 1-A-7 Certificates for the first Interest Accrual Period is 0.000%.

(5)

For any Distribution Date on which LIBOR is equal to or less than 7.000%, interest will accrue on the Class 1-A-11 Certificates at a per annum rate equal to the sum of (x) the product of (a) -3.4285711258 and (b) LIBOR plus (y) 19.7142843404%, subject to a maximum rate of 19.7142843404 % per annum and a minimum rate of 0.000% per annum.  For any Distribution Date on which LIBOR is greater than 7.000%, interest will accrue on the Class 1-A-11 Certificates at a per annum rate equal to 26.5714267546%.  The per annum Pass-Through Rate on the Class 1-A-11 Certificates for the first Interest Accrual Period is expected to be 1.440%.

(6)

Interest will accrue on the Class 2-A-1 Certificates at a per annum rate equal to (i) LIBOR plus (ii) 0.450%, subject to a maximum rate of 7.000% per annum and a minimum rate of 0.450% per annum.  The per annum Pass-Through Rate on the Class 2-A-1 Certificates for the first Interest Accrual Period is 5.780%.

(7)

The Class 2-A-2 Certificates are Interest Only Certificates, will not be entitled to distributions in respect of principal and will bear interest on the related Notional Amount (initially $125,650,000).

(8)

Interest will accrue on the Class 2-A-2 Certificates at a per annum rate equal to (i) 6.500% minus (ii) LIBOR, subject to a maximum rate of 6.500% per annum and a minimum rate of 0.000% per annum.  The per annum Pass-Through Rate on the Class 2-A-2 Certificates for the first Interest Accrual Period is 1.170%.

(9)

The Class 2-A-3 Certificates are Interest Only Certificates, will not be entitled to distributions in respect of principal and will bear interest on the related Notional Amount (initially $125,650,000).

(10)

Interest will accrue on the Class 2-A-3 Certificates at a per annum rate equal to (i) 6.550% minus (ii) LIBOR, subject to a maximum rate of 0.050% per annum and a minimum rate of 0.000% per annum.  The per annum Pass-Through Rate on the Class 2-A-3 Certificates for the first Interest Accrual Period is 0.050%.

(11)

Interest will accrue on the Class 2-A-5 Certificates at a per annum rate equal to (i) LIBOR plus (ii) 0.500%, subject to a maximum rate of 7.000% per annum and a minimum rate of 0.500% per annum.  The per annum Pass-Through Rate on the Class 2-A-5 Certificates for the first Interest Accrual Period is 5.830%.

(12)

The Class 15-PO and Class 30-PO Certificates are Principal Only Certificates and will not be entitled to distributions in respect of interest.

(13)

The Class 15-A-X Certificates are Interest Only Certificates, will not be entitled to distributions in respect of principal and will bear interest on the related Notional Amount (initially $1,750,985).

(14)

The Class 30-A-X Certificates are Interest Only Certificates, will not be entitled to distributions in respect of principal and will bear interest on the related Notional Amount (initially $254,669).

(15)

Interest will accrue on the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates at a per annum rate equal to the weighted average of (i) 6.000% for the Loans, or portions thereof, contributing to Collateral Group 1, (ii) 7.000% for the Loans, or portions thereof, contributing to Collateral Group 2 and (iii) 6.000% for the Loans in Collateral Group 3, weighted on the basis of the portion of the aggregate principal balance of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates attributable to each such Collateral Group.  The per annum Pass-Through Rate on the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates for the first Interest Accrual Period is 6.305%.

(16)

The Class P Certificates do not have an aggregate principal balance and shall not be entitled to distributions in respect of principal or interest.  The Class P Certificates shall be entitled to Class P Prepayment Charges collected.  The Class P Certificates do not represent an interest in any REMIC created hereby.

The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans (exclusive of the Class P Prepayment Charges) to flow through to the Master REMIC as cash flow on a REMIC regular interest, without creating any shortfall—actual or potential (other than for credit losses) to any REMIC regular interest.  To the extent that the structure is believed to diverge from such intention the party identifying any ambiguity or drafting error shall notify each of the parties hereto, and shall, in accordance with Section 10.01 of this Agreement, attempt to resolve any ambiguities or correct any drafting errors to accomplish such intention.

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

Book-Entry Certificates

All Classes of Offered Certificates other than the Physical Certificates.

Class PO Certificates

The Class 15-PO and Class 30-PO Certificates.

Delay Certificates

The Certificates, other than the No-Delay Certificates.

ERISA-Restricted Classes

The Residual Certificates and the Private Certificates, and any Certificates that do not satisfy the applicable ratings requirement under the Underwriter’s Exemption.

Exchangeable Certificates

The Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 2-A-4 and Class 2-A-5 Certificates.

Exchangeable REMIC Certificates

The Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates.

Floating Rate Certificates

The Class 2-A-1 Certificates.

Group 1 Certificates

The Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7 and Class 1-A-8 Certificates.

Group 2 Certificates

The Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates.

Group 3 Certificates

The Class 3-A-1 Certificates.

Interest Only Certificates

The Class 15-A-X and Class 30-A-X Certificates.

Inverse Floating Rate Certificates

The Class 2-A-2 and Class 2-A-3 Certificates.

 

LIBOR Certificates

The Floating Rate Certificates, Inverse Floating Rate Certificates and Toggle Certificates.

Lockout Certificates

The Class 1-A-8 Certificates.

No-Delay Certificates

The Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-11, Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-5 Certificates.

Offered Certificates

All Classes of Certificates other than the Private Certificates.

PACs

The Class 1-A-1, Class 1-A-2, Class 1-A-3 and Class 1-A-4 Certificates.

Physical Certificates

The Private Certificates and the Residual Certificates.

Principal Only Certificates

The Class 15-PO and Class 30-PO Certificates.

Private Certificates

The Class B-4, Class B-5 and Class B-6,  and Class P Certificates.

Rating Agencies

S&P and Fitch.

Regular Certificates

All Classes of Certificates, other than the Residual Certificates and the Class P Certificates.

Residual Certificates

The Class A-LR and Class A-UR Certificates.

Senior Certificates

The Group 1, Group 2, Group 3 and Interest Only and Principal Only Certificates.

Subordinate Certificates

The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates.

Toggle Certificates

The Class 1-A-5, Class 1-A-6 and Class 1-A-7.

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.

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

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

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

Accrued Certificate Interest :  With respect to any Distribution Date and any interest bearing Class of Certificates, the sum of (i) one month’s interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Class on the related Certificate Principal Balance or Notional Amount, as applicable, subject to reduction as provided in Section 4.02(b) plus (ii) any Class Unpaid Interest Amounts for such Class.

Additional Form 10-D Disclosure :  As defined in Section 9.12.

Additional Form 10-K Disclosure :  As defined in Section 9.12.

Additional Servicer :  Each Affiliate of any Servicer that services any of the Mortgage Loans and each person that is not an Affiliate of any such Servicer that services 10% or more of the Mortgage Loans.

Adjustment Amount :  With respect to the Special Hazard Loss Coverage Amount and, with respect to each anniversary of October 1, 2006, the amount, if any, by which the Special Hazard Loss Coverage Amount (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greatest of (x) the product of 1% and the outstanding principal balance of all the Mortgage Loans on the Distribution Date immediately preceding such anniversary, (y) the outstanding principal balance of Mortgage Loans secured by Mortgaged Properties in the highest California zip code concentration on the Distribution Date immediately preceding such anniversary, and (z) twice the outstanding principal balance of the Mortgage Loan which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary.

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

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

Aggregate Pool Principal Balance :  As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Aggregate Subordinate Optimal Principal Amount:  For any Distribution Date, the sum of the Subordinate Optimal Principal Amounts for each Collateral Group.

Aggregate Subordinate Percentage :  With respect to the Subordinate Certificates and as of any Distribution Date, the aggregate Certificate Principal Balance for the Subordinate Certificates divided by the Aggregate Pool Principal Balance (net of the PO Percentage of the Scheduled Principal Balance of each Discount Mortgage Loan).

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

Allocable Share :  For any Distribution Date and with respect to each Class of Subordinate Certificates, the portion of the Aggregate Subordinate Optimal Principal Amount allocable to such Class, equal to the product of the Aggregate Subordinate Optimal Principal Amount on such Distribution Date and a fraction, the numerator of which is the related Certificate Principal Balance thereof and the denominator of which is the aggregate of the Certificate Principal Balances of the Subordinate Certificates.

Amount Available for Group 1 Principal :  As to any Distribution Date, Group 1 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 1 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (A).

Amount Available for Group 2 Principal :  As to any Distribution Date, Group 2 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 2 Certificates and Class 30-A-X Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (B).

Amount Available for Group 3 Principal :  As to any Distribution Date, Group 3 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 3 Certificates and Class 15-A-X Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (C).

Amount Available for PO Recoveries : With respect to Collateral Group 1 and Collateral Group 3 and any Distribution Date, the aggregate of the PO Percentage of Recoveries on each Discount Mortgage Loan in such Collateral Group for such Distribution Date (and with respect to Collateral Group 1, further multiplied by the Applicable Fraction of each such Discount Mortgage Loan).

Amount Held for Future Distribution :  As to any related Distribution Date and any Mortgage Loan or Collateral Group, the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date with respect to such Mortgage Loan or Collateral Group on account of (i) Principal Prepayments received after the related Prepayment Period, Liquidation Proceeds and Insurance Proceeds received in the month of such Distribution Date (and with respect to any Mortgage Loan in Collateral Group 1 or Collateral Group 2, further multiplied by the related Applicable Fraction) and (ii) all Scheduled Payments due after the related Due Date (and with respect to any Mortgage Loan in Collateral Group 1 or Collateral Group 2, further multiplied by the related Applicable Fraction).

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

Applicable Fraction:  With respect to each Pool 1 Mortgage Loan and either of Collateral Group 1 or Collateral Group 2, the fraction set forth in Section 1.03, or such fraction multiplied by the Principal Balance of such Mortgage Loan, as the context requires.

Apportioned Subordinate Principal Distribution Amount :  For any Distribution Date and the Subordinate Certificates, the product of (i) the Subordinate Principal Distribution Amount for the Subordinate Certificates net of any portion thereof applied to pay any PO Deferred Amount and (ii) the Apportionment Fraction.

Apportionment Fraction :  With respect to the Subordinate Certificates and for any Distribution Date, in the event that the Certificate Principal Balances of the Senior Certificates of any Certificate Group have been reduced to zero, a fraction, the numerator of which is equal to the Subordinate Optimal Principal Amount of the Collateral Group related to such Certificate Group, and the denominator of which is equal to the Aggregate Subordinate Optimal Principal Amount.

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

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

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

Assignment Agreements :  The following Assignment, Assumption and Recognition Agreements, each dated as of October 27, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:  

(a)

The Assignment, Assumption and Recognition Agreement among Chevy Chase, as company, the Transferor and the Depositor;

(b)

The Assignment, Assumption and Recognition Agreement among Downey, as company, the Transferor and the Depositor;

(c)

The Assignment, Assumption and Recognition Agreement among GMACM, as company, the Transferor and the Depositor;

(d)

The Assignment, Assumption and Recognition Agreement among National City, as company, the Transferor and the Depositor; and

(e)

The Assignment, Assumption and Recognition Agreement among SunTrust, as company, the Transferor and the Depositor.

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

Back-Up Certification :  As defined in Section 9.12.

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

Bankruptcy Coverage Termination Date :  With respect to any Collateral Group, the point in time at which the Bankruptcy Loss Coverage Amount is reduced to zero.

Bankruptcy Loss :  With respect to any Mortgage Loan, a Deficient Valuation or Debt Service Reduction as reported by the applicable Servicer to the Master Servicer; provided , however , that a Bankruptcy Loss shall not be deemed a Bankruptcy Loss hereunder so long as the Master Servicer has notified the Trustee in writing that either the Master Servicer or the applicable Servicer is diligently pursuing any remedies that may exist in connection with the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by either the Master Servicer or the applicable Servicer, in either case without giving effect to any Debt Service Reduction or Deficient Valuation.

Bankruptcy Loss Coverage Amount :  With respect to any Distribution Date, the Bankruptcy Loss Coverage Amount shall equal the related Initial Bankruptcy Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses relating to the Mortgage Loans since October 1, 2006 and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trust Administrator to the effect that any such reduction or modification will not adversely affect the then current ratings assigned to the Senior Certificates rated by it.

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

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

Cenlar :  Cenlar, FSB, and its successors and assigns, in its capacity as Servicer of the Cenlar Serviced Mortgage Loans.

Cenlar Serviced Mortgage Loans :  The Mortgage Loans for which Cenlar is listed as “Servicer” on the Mortgage Loan Schedule.

Cenlar Servicing Agreement :  Solely with respect to the Cenlar Serviced Mortgage Loans, the Servicing Agreement, dated as of January 1, 2006 by and among the Master Servicer, UBS Real Estate Securities Inc., as seller, and Cenlar, as servicer, as the same may be amended from time to time.

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

Certificate Group :  Any of the Group 1, Group 2 and Group 3 Certificates, as applicable.

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

Certificate Principal Balance :  With respect to any Certificate (other than the Interest Only Certificates and Class P Certificates) at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus the sum of (i) all distributions of principal previously made with respect thereto and (ii) all Realized Losses allocated thereto and, in the case of any Subordinate Certificates, all other reductions in Certificate Principal Balance previously allocated thereto pursuant to Section 4.03; provided , however , that pursuant to Section 4.03(d), the Certificate Principal Balance of a Class of Certificates may be increased up to the amount of Realized Losses previously allocated to such Class in the event that there is a Recovery on a related Mortgage Loan, and the Certificate Principal Balance of any individual Certificate of such Class will be increased by its pro rata share of the increase to such Class.

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

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

Certification Parties :  As defined in Section 9.12.

Certifying Person :  As defined in Section 9.12.

Chevy Chase :  Chevy Chase Bank, F.S.B., and its successors and assigns, in its capacity as Servicer of the Chevy Chase Serviced Mortgage Loans.

Chevy Chase Serviced Mortgage Loans :  The Mortgage Loans for which Chevy Chase is listed as “Servicer” on the Mortgage Loan Schedule.

Chevy Chase Servicing Agreement :  Solely with respect to the Chevy Chase Serviced Mortgage Loans, the Amended and Restated Master Loan Purchase and Servicing Agreement, dated as of July 1, 2005, as amended and restated to and including July 1, 2006, by and among the Master Servicer, UBS Real Estate Securities Inc., as seller, and Chevy Chase, as servicer, as the same may be amended from time to time.

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

Class Interest Shortfall :  As to any Distribution Date and any interest-bearing Class of Certificates, the amount by which the amount described in clause (i) of the definition of “Accrued Certificate Interest” for such Class exceeds the amount of interest actually distributed on such Class on such Distribution Date pursuant to such clause (i).

Class P Certificates :  All Certificates bearing the class designation of “Class P.”

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

Class PO Certificates:  As specified in the Preliminary Statement.

Class Principal Balance :  With respect to any Class of Certificates (other than a Class of Interest Only Certificates and the Class P Certificates) and as to any date of determination, the aggregate of the Certificate Principal Balances of all Certificates of such Class as of such date.

Class Prepayment Distribution Trigger :  This trigger is satisfied with respect to any Class of Subordinate Certificates and any Distribution Date, if either (i) the fraction, the numerator of which is the aggregate Certificate Principal Balance of such Class and each Class of Subordinate Certificates subordinate thereto, immediately prior to such Distribution Date, and the denominator of which is the Aggregate Pool Principal Balance with respect to that Distribution Date, equals or exceeds such percentage calculated as of the Closing Date or (ii) such Class of Subordinate Certificates is the only Class of Subordinate Certificates then outstanding.

Class Unpaid Interest Amounts :  As to any Distribution Date and any interest-bearing Class of Certificates, the amount by which the aggregate Class Interest Shortfalls for such Class on prior Distribution Dates exceeds the amount distributed on such Class on prior Distribution Dates pursuant to clause (ii) of the definition of “Accrued Certificate Interest” for such Class.

Clean-up Call Mortgage Loan Price :  With respect to each Mortgage Loan (not including REO Properties) to be purchased pursuant to Section 10.01(a), the greater of (x) the Par Call Price for such Mortgage Loan and (y) the Fair Market Value Call Price for such Mortgage Loan.

Clean-up Call REO Property Price :  With respect to each REO Property to be purchased pursuant to Section 10.01(a), the lesser of (x) the appraised value of such REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Master Servicer at the expense of the Master Servicer and (y) the unpaid principal balance of each Mortgage Loan related to such REO Property plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate.

Closing Date :  October 27, 2006.

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

Collateral Group :  Any of Collateral Group 1, Collateral Group 2 or Collateral Group 3, as applicable.

Collateral Group 1 :  For purposes of allocating principal collections, Advances of principal and otherwise as specified herein, a group consisting of (a) the aggregate Scheduled Principal Balance of each of the Pool 1 Mortgage Loans in Subgroup A and (b) the aggregate of the Applicable Fraction for Collateral Group 1 of the Scheduled Principal Balance of each of the Mortgage Loans in Subgroup B having Net Mortgage Rates greater than 6.000% and less than 7.000%, as of the Cut-off Date.

Collateral Group 2 :  For purposes of allocating principal collections, Advances of principal and otherwise as specified herein, a group consisting of (a) the aggregate of the Applicable Fraction for Collateral Group 2 of the Scheduled Principal Balance of each of the Pool 1 Mortgage Loans in Subgroup B having Net Mortgage Rates greater than 6.000% and less than 7.0000%, as of the Cut-off Date and (b) the aggregate Scheduled Principal Balance of each of the Pool 1 Mortgage Loans in Subgroup C.

Collateral Group 3 : The Pool 2 Mortgage Loans, collectively.

Collection Account :  The separate Eligible Account or Accounts created and maintained by the Master Servicer pursuant to Section 3.07 with a depository institution in the name of the Master Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “Wells Fargo Bank, N.A., for the benefit of U.S. Bank National Association, in trust for the registered Holders of MASTR Asset Securitization Trust 2006-3, Mortgage Pass-Through Certificates Series 2006-3”.  The Collection Account may be deemed to be a sub-account of the Distribution Account.

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

Compensating Interest :  With respect to any Distribution Date and any Servicer, the amount required to be paid by such Servicer under the related Servicing Agreement in connection with Prepayment Interest Shortfalls that occur on Mortgage Loans serviced by such Servicer for the related Distribution Date.  If a Servicer fails to make its required payment of Compensating Interest on any Distribution Date, the Master Servicer will be required to make such payment of Compensating Interest to the same extent that such Servicer was required to make such payment of Compensating Interest.

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

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

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

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

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

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

Corporate Trust Office :  With respect to the Trustee, the designated office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at EP-MN-WS3D, 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Structured Finance—MASTR Asset Securitization Trust 2006-3, which is the address to which appropriate notices to and correspondence with the Trustee should be directed.

With respect to the Trust Administrator, the designated office of the Trust Administrator at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located for certificate transfer purposes at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services—MASTR 2006-3, and for all other purposes at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services—MASTR 2006-3.

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

Cross-Over Date :  The Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero.

Custodian :  Wells Fargo, and any successor thereto appointed hereunder.

Cut-off Date :  October 1, 2006.

Cut-off Date Pool Balance :  $440,071,053.

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

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.

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

Definitive Certificates :  Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

Delay Certificates :  The Certificates, other than the No-Delay Certificates.

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

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

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

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

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

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

Discount Mortgage Loan :  With regard to Collateral Group 1 and Collateral Group 3, any Mortgage Loan with a Net Mortgage Rate that is less than the applicable Required Coupon as of the Cut-off Date.  There are no Discount Mortgage Loans in Collateral Group 2.

Distribution Account :  The separate Eligible Account created and maintained by the Trust Administrator pursuant to Section 3.07 in the name of the Trust Administrator for the benefit of the Certificateholders and designated “Wells Fargo Bank, N.A., in trust for registered Holders of MASTR Asset Securitization Trust 2006-3, Mortgage Pass-Through Certificates, Series 2006-3.”  Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

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

Distribution Date :  The 25th day of each calendar month after the initial issuance of the Certificates, or if such 25th day is not a Business Day, the next succeeding Business Day, commencing in November 2006.

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

Downey :  Downey Savings and Loan Association, F.A., and its successors and assigns, in its capacity as Servicer of the Downey Serviced Mortgage Loans.

Downey Mortgage Loans :  The Mortgage Loans for which Downey is listed as “Servicer” on the Mortgage Loan Schedule.

Downey Servicing Agreement:  Solely with respect to the Downey Mortgage Loans, the Master Loan Purchase and Servicing Agreement, dated as of August 1, 2002 by and between the Transferor, as purchaser, and Downey, as seller and as servicer, and as the same may be amended from time to time, and any assignments and conveyances related to the Downey Mortgage Loans.

Due Date :  With respect to any Distribution Date, the first day of the month in which the related Distribution Date occurs.

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 (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trust Administrator and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a non-interest bearing segregated trust account or accounts maintained with (a) the trust department of a federal or state chartered depository institution or (b) a trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency, as stated by each such Rating Agency in writing.  Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trust Administrator.

Eligible Substitute Mortgage Loan :  With respect to a Mortgage Loan substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan which must, on the date of such substitution, (i) have a Scheduled Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution (or, in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not in excess of, and not more than 10% less than the Scheduled Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Section 2.04 hereof; (vi) be the same credit grade category as the Deleted Mortgage Loan; (vii) have the same prepayment penalty term; and (viii) not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan.  Any Mortgage Loan substituted for a Discount Mortgage Loan shall for all purposes of this Agreement be treated as having the same interest rate as the Mortgage Loan it replaced, except that any excess interest shall be paid to the Class 15-A-X Certificates.

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

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

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

Escrow Account :  The Eligible Account or Accounts established and maintained pursuant to Section 3.08 hereof.

Excess Loss :  With respect to any Mortgage Loan, the amount of any (i) Fraud Loss realized after the Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after the Special Hazard Coverage Termination Date or (iii) Deficient Valuation realized after the Bankruptcy Coverage Termination Date.

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

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

Exchangeable Certificates :  The Class 1-A-9, Class 1-A-10, Class 1-A-11, Class 2-A-4 and Class 2-A-5 Certificates issued or issuable pursuant to the Trust Agreement in exchange for and in accordance with the Trust Agreement for the Exchangeable REMIC Certificates.

Exchangeable REMIC Certificates :  The Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-8, Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates.

Fair Market Value Call Price :  With respect to each Mortgage Loan (not including REO Properties) to be purchased pursuant to Section 10.01(a) hereof, the fair market value of such Mortgage Loan (to be determined pursuant to a bid procedure set forth in Section 10.01(b) hereof) plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate.

Fair Market Value Excess :  With respect to each Mortgage Loan to be purchased pursuant to Section 10.01(a) hereof, the excess, if any, of the Fair Market Value Call Price for such Mortgage Loan, over the Par Call Price for such Mortgage Loan. Any Fair Market Value Excess will not become part of the Group 1 Available Funds, Group 2 Available Funds or Group 3 Available Funds, but shall instead be distributed directly to the Holders of the Class A-LR Certificates pursuant to Section 4.02(h) hereof.

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

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

Final Certification :  The certification required to be delivered by the Custodian not later than 90 days after the Closing Date to the Depositor, the Trustee and the Transferor in the form annexed hereto as Exhibit H pursuant to Section 2.02 of this Agreement.

Final Scheduled Distribution Date :  With respect to the Group 3, Class 15-PO and Class 15-A-X Certificates, the Distribution Date in October 2021.  With respect to the Certificates, other than the Group 3, Class 15-PO and Class 15-A-X Certificates, the Distribution Date in October 2036.

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

Fitch :  Fitch, Inc., or any successor thereto.  If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 11.05(b), the address for notices to Fitch shall be One State Street Plaza, New York, NY 10004, Attention:  MBS Monitoring MASTR Asset Securitization Trust 2006-3, or such other address as Fitch may hereafter furnish to each party to this Agreement.

Form 8-K Disclosure Information :  As defined in Section 9.12.

Fraud Loan :  A Liquidated Loan as to which a Fraud Loss has occurred.

Fraud Loss Coverage Amount :  As of the Closing Date, $4,400,710 subject to reduction from time to time by the aggregate amount of Fraud Losses that would have been previously allocated to the Subordinate Certificates in the absence of the Loss Allocation Limitation since the Cut-off Date.  In addition, such Fraud Loss Coverage Amount will be reduced as follows:  (a) on November 1, 2008, to an amount equal to $2,200,355 less the aggregate amount of Fraud Losses that would have been previously allocated to the Subordinate Certificates in the absence of the Loss Allocation Limitation since the Cut-off Date and (c) after the earlier to occur of the Cross-Over Date and November 1, 2011, to zero.

Fraud Loss Coverage Termination Date :  The point in time at which the Fraud Loss Coverage Amount is reduced to zero.

Fraud Losses :  Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation as reported by the applicable Servicer to the Master Servicer.

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

GMACM :  GMAC Mortgage, LLC a Delaware limited liability company formerly known as GMAC Mortgage Corporation, and its successors and assigns, in its capacity as Servicer of the GMACM Serviced Mortgage Loans.

GMACM Mortgage Loans :  The Mortgage Loans for which GMACM is listed as “Servicer” on the Mortgage Loan Schedule.

GMACM Servicing Agreement :  Solely with respect to the GMACM Mortgage Loans, the Servicing Agreement, dated as of November 1, 2001, between the Transferor and GMACM, as the same may be amended from time to time, and any assignments and conveyances related to the GMACM Mortgage Loans.

Grantor Trust :  That portion of the Issuing Entity, exclusive of any REMIC, that holds the rights of the Class P Certificateholders to receive Class P Prepayment Charges.

Group 1 Available Funds :  As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Applicable Fraction of each of the Group 1 Mortgage Loans net of (i) the Amount Held for Future Distribution related to the Group 1 Mortgage Loans, (ii) amounts related to the Applicable Fraction of each of the Group 1 Mortgage Loans permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(a)(ii) and (iii), (ix)(b), (x) and (xi) of Section 3.10(a), (iii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts related to the Applicable Fraction of each of the Group 1 Mortgage Loans permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Applicable Fraction of each of the Group 1 Mortgage Loans, and (iv) any amounts representing Fair Market Value Excess with respect to the Applicable Fraction of each Group 1 Mortgage Loan received in connection with the termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the amount of the related Advances related to the Applicable Fraction of each of the Group 1 Mortgage Loans and (c) in connection with each Deleted Mortgage Loan in Collateral Group 1, the Purchase Price and Substitution Adjustment Amount of each such Mortgage Loan multiplied by the related Applicable Fraction of such Mortgage Loan required to be deposited on the related Distribution Account Deposit Date.

Group 1 Certificates :  As specified in the Preliminary Statement.

Group 1 Mortgage Loans :  The Pool 1 Mortgage Loans contributing to Collateral Group 1.

Group 1 PO Deferred Amount .  With respect to Collateral Group 1 and any Distribution Date on or prior to the Cross-Over Date, the sum of (i) the applicable PO Percentage of the principal portion of each Realized Loss on each Discount Mortgage Loan contributing to Collateral Group 1 other than Excess Losses, multiplied by the related Applicable Fraction, to be allocated to the Class 30-PO Certificates on such Distribution Date and (ii) all amounts previously allocated to the Class 30-PO Certificates in respect of such losses and not distributed to the Class 30-PO Certificates on prior Distribution Dates.  After the Cross-Over Date, the Group 1 PO Deferred Amount shall be zero.

Group 1 Principal Balance :  As to any Distribution Date, the aggregate for each Group 1 Mortgage Loan which was an Outstanding Mortgage Loan on the Due Date in the month preceding the month of such Distribution Date, of the product of (i) the Scheduled Principal Balance of such Mortgage Loan multiplied by (ii) the Applicable Fraction thereof.

Group 1 Priority Prepayment Distribution Percentage :  For any Distribution Date, the Group 1 Priority Percentage multiplied by the Stepdown Percentage for such Distribution Date.

Group 1 Priority Percentage :  With respect to any Distribution Date prior to the fifth anniversary of the Closing Date, zero; with respect to any Distribution Date thereafter, a fraction, expressed as a percentage (a) the numerator of which is equal to the Certificate Principal Balance of the Class 1-A-8 Certificates immediately prior to such Distribution Date and (b) the denominator of which is equal to the aggregate Certificate Principal Balances of the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 1-A-5, Class 1-A-6, Class 1-A-7 and Class 1-A-8 Certificates immediately prior to such Distribution Date.

Group 1 Priority Principal Distribution Amount :  For any Distribution Date, the lesser of (a) the Senior Optimal Principal Amount for Collateral Group 1 and (b) the sum of (A) the aggregate of the Group 1 Priority Scheduled Distribution Percentage multiplied by each of the amounts referred to in clauses (i) and (ii) of the definition “Senior Optimal Principal Amount” related to the Group 1 Certificates; and (B) the aggregate of the Group 1 Priority Prepayment Distribution Percentage multiplied by each of the amounts referred to in clauses (iii) and (iv) of the definition “Senior Optimal Principal Amount” related to the Group 1 Certificates; provided , however , that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Group 1 Mortgage Loan that is not a Liquidated Loan, the Group 1 Priority Principal Distribution Amount will be reduced on the related Distribution Date by the Group 1 Priority Scheduled Distribution Percentage multiplied by the Senior Percentage related to the Group 1 Certificates multiplied by the applicable Non-PO Percentage relating to the Group 1 Mortgage Loans of the principal portion of such Bankruptcy Loss multiplied by the Applicable Fraction of such Mortgage Loan.

Group 1 Priority Scheduled Distribution Percentage:  With respect to (i) any Distribution Date prior to the Distribution Date in November 2011, 0%; and (ii) any Distribution Date on or after the Distribution Date in November 2011, the Group 1 Priority Percentage for such Distribution Date.

Group 1 Subordinate Amount :  As to any Distribution Date, the excess of (i) the sum of the related Applicable Fraction of the Scheduled Principal Balance of each of the Group 1 Mortgage Loans (net of the PO Percentage of each Group 1 Mortgage Loan) over (ii) the sum of the Certificate Principal Balances of the Group 1 Certificates (other than the related Interest Only Certificates).

Group 2 Available Funds :  As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Applicable Fraction of each of the Group 2 Mortgage Loans net of (i) the Amount Held for Future Distribution related to the Group 2 Mortgage Loans, (ii) amounts related to the Applicable Fractions of the Group 2 Mortgage Loans permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(a)(ii) and (iii), (ix)(b), (x) and (xi) of Section 3.10(a), (iii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts related to the Applicable Fraction of each of the Group 2 Mortgage Loans permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Applicable Fraction of each of the Group 2 Mortgage Loans, and (iv) any amounts representing Fair Market Value Excess with respect to the Applicable Fraction of each Group 2 Mortgage Loan received in connection with the termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the amount of the related Advances related to the Applicable Fraction of each of the Group 2 Mortgage Loans and (c) in connection with each Deleted Mortgage Loan in Collateral Group 2, the Purchase Price and Substitution Adjustment Amount of each such Mortgage Loan multiplied by the related Applicable Fraction of such Mortgage Loan required to be deposited on the related Distribution Account Deposit Date.

Group 2 Certificates :  As specified in the Preliminary Statement.

Group 2 Mortgage Loans :  The Pool 1 Mortgage Loans contributing to Collateral Group 2.

Group 2 Principal Balance :  As to any Distribution Date, the aggregate for each Pool 1 Mortgage Loan contributing to Collateral Group 2 which was an Outstanding Mortgage Loan on the Due Date in the month preceding the month of such Distribution Date, of the product of (i) the Scheduled Principal Balance of such Mortgage Loans multiplied by (ii) the Applicable Fraction thereof.

Group 2 Subordinate Amount :  As to any Distribution Date, the excess of (i) the sum of the related Applicable Fraction of the Scheduled Principal Balance of each of the Group 2 Mortgage Loans (net of the PO Percentage of each Group 2 Mortgage Loan) over (ii) the sum of the Certificate Principal Balances of the Group 2 Certificates (other than the related Interest Only Certificates).

Group 3 Available Funds :  As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the related Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 3 Mortgage Loans net of (i) the Amount Held for Future Distribution related to the Group 3 Mortgage Loans, (ii) amounts related to the Group 3 Mortgage Loans permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(a)(ii) and (iii), (ix)(b), (x) and (xi) of Section 3.10(a), (iii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts related to the Group 3 Mortgage Loans permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 3 Mortgage Loans, and (iv) any amounts representing Fair Market Value Excess with respect to a Group 3 Mortgage Loan received in connection with the termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the amount of the related Advances related to the Group 3 Mortgage Loans and (c) in connection with any Deleted Mortgage Loan in Collateral Group 3, the aggregate of the Purchase Price and Substitution Adjustment Amount of each such Mortgage Loan required to be deposited on the related Distribution Account Deposit Date.

Group 3 Certificates :  As specified in the Preliminary Statement.

Group 3 Mortgage Loans :  The Pool 2 Mortgage Loans.

Group 3 PO Deferred Amount :  With respect to Collateral Group 3 and any Distribution Date on or prior to the Cross-Over Date, the sum of (i) the applicable PO Percentage for each Discount Mortgage Loan in Collateral Group 3 of the principal portion of each Realized Loss other than an Excess Losses on such Discount Mortgage Loan to be allocated to the Class 15-PO Certificates on such Distribution Date and (ii) all amounts previously allocated to the Class 15-PO Certificates in respect of such losses and not distributed to the Class 15-PO Certificates on prior Distribution Dates.  After the Cross-Over Date, the Group 3 PO Deferred Amount shall be zero.

Group 3 Principal Balance :  As to any Distribution Date, the aggregate of the Scheduled Principal Balances of each Group 3 Mortgage Loan which was an Outstanding Mortgage Loan on the Due Date in the month preceding the month of such Distribution Date.

Group 3 Subordinate Amount :  As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balances of each of the Group 3 Mortgage Loans over (ii) the sum of the Certificate Principal Balances of the Group 3 Certificates.

Group Available Funds :  Any of the Group 1 Available Funds, Group 2 Available Funds or Group 3 Available Funds, as applicable.

Group Balance :  Any of the Group 1 Principal Balance, Group 2 Principal Balance or Group 3 Principal Balance, as applicable.

Group Subordinate Amount :  Any of the Group 1 Subordinate Amount, Group 2 Subordinate Amount or Group 3 Subordinate Amount, as applicable.

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

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

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

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

Initial Bankruptcy Coverage Amount :  $107,309.

Initial Certification :  The certification required to be executed by the Custodian and delivered on the Closing Date to the Depositor and the Trustee in the form annexed hereto as Exhibit G pursuant to Section 2.02 of this Agreement.

Initial LIBOR Rate:  5.33% per annum.  

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

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

Insurance Proceeds :  Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of insured expenses, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or released to the borrower in accordance with the applicable Servicer’s normal servicing procedures.

Interest Accrual Period :  (i) With respect to each Class of Certificates (other than the No-Delay Certificates), the Subsidiary REMIC Regular Interests, the Middle REMIC Regular Interests and any Distribution Date, the period from and including the first day of the month immediately preceding the month in which such Distribution Date occurs, commencing October 1, 2006, to and including the last day of such immediately preceding month, on the basis of a 360-day year consisting of twelve 30-day months and (ii) with respect to the No-Delay Certificates and any Distribution Date, the period from and including the Distribution Date of the month immediately preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, October 25, 2006) to and including the day preceding such Distribution Date, provided that each Interest Accrual Period for the No-Delay Certificates will be treated as being a 30-day period.

Interest Only Certificates :  As specified in the Preliminary Statement.

Issuing Entity :  As defined in Section 2.01(c).

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

LIBOR :  As to any Distribution Date, the arithmetic mean of the London Interbank offered rate quotations for one month U.S. Dollar deposits, as determined by the Trust Administrator in accordance with Section 4.05.

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

LIBOR Certificates :  As specified in the Preliminary Statement.

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

Liquidated Loan :  With respect to any Distribution Date, 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 applicable Servicer or the Master Servicer, as the case may be, has determined (in accordance with the applicable Servicing Agreement and this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of an REO Property.

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

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

Loan Seller :  With respect to any Mortgage Loan, the entity that sold such Mortgage Loan to the Transferor.

Loss Allocation Limitation :  As defined in Section 4.03(c) hereof.

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

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

Master REMIC :  As specified in the Preliminary Statement.

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

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

Master Servicing Compensation :  For any Distribution Date, all investment earnings on amounts on deposit in the Collection Account plus, the Master Servicing Fee for such Distribution Date.

Master Servicing Fee :  For any Distribution Date, an amount equal to (i) 1/12 of the Master Servicing Fee Rate multiplied by (ii) the Scheduled Principal Balance of the Pool 1 Mortgage Loans as of the Due Date in the month preceding the month in which the related Distribution Date occurs.

Master Servicing Fee Rate:  0.0055% per annum.

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

MERS :  As defined in Section 2.01.

Middle REMIC:  As specified in the Preliminary Statement.

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

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

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

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

Mortgage Loan Purchase Agreement :  The Mortgage Loan Purchase Agreement, dated as of October 1, 2006, between the Transferor and the Depositor.

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

Mortgage Loans :  Such of the mortgage loans and cooperative loans transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.  With respect to each Mortgage Loan that is a Cooperative Loan, if any, “Mortgage Loan” shall include, but not be limited to, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative Shares and Proprietary Lease and, with respect to each Mortgage Loan other than a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to the related Mortgage and the related Mortgage Note.

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

Mortgage Rate :  The annual rate of interest borne by a Mortgage Note from time to time.

Mortgaged Property :  The underlying real property securing a Mortgage Loan or, with respect to a Cooperative Loan, the related Cooperative Shares and Proprietary Lease.

Mortgagor :  The obligor(s) on a Mortgage Note.

National City :  National City, and its successors and assigns, in its capacity as Servicer of the National City Mortgage Loans.

National City Mortgage Loans :  The Mortgage Loans for which National City is listed as “Servicer” on the Mortgage Loan Schedule.

National City Servicing Agreement :  Solely with respect to the National City Mortgage Loans, the Second Amended and Restated Master Seller’s Warranties and Servicing Agreement dated as of October 1, 2001 as amended and restated through and including May 1, 2004, between the Transferor and National City, as the same may be amended from time to time, and any assignments and conveyances related to the National City Mortgage Loans.

Net Mortgage Rate :  As to each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage Rate less the related Servicing Fee Rate and the Master Servicing Fee Rate, if applicable.  For purposes of determining whether any Eligible Substitute Mortgage Loan is a Discount Mortgage Loan or a Non-Discount Mortgage Loan and for purposes of calculating the applicable PO Percentage and applicable Non-PO Percentage, each Eligible Substitute Mortgage Loan shall be deemed to have a Net Mortgage Rate equal to the Net Mortgage Rate of the Deleted Mortgage Loan for which it is substituted.

Net Prepayment Interest Shortfalls :  As to any Distribution Date and Collateral Group, the amount by which the aggregate of Prepayment Interest Shortfalls for that Collateral Group during the related Prepayment Period exceeds the amount of Compensating Interest available to such Collateral Group for such Distribution Date.

No Delay Certificates :  The Class 1-A-5, Class 1-A-6, Class 1-A-7, Class 1-A-11, Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-5 Certificates.

Non-Discount Mortgage Loan :  With respect to any Collateral Group, any Mortgage Loan with a Net Mortgage Rate that is greater than or equal to the related Required Coupon as of the Cut-off Date.

Non-PO Percentage :  As to any Mortgage Loan (a) that is a Discount Mortgage Loan, a fraction (expressed as a percentage) the numerator of which is the Net Mortgage Rate of such Discount Mortgage Loan and the denominator of which is the related Required Coupon and (b) that is a Non-Discount Mortgage Loan, 100%.

Non-PO Recoveries :  With respect to any Collateral Group and any Distribution Date, an amount that is equal to the excess, if any, of  (A) the amount of Recoveries on the Mortgage Loans contributing to such Collateral Group for such Distribution Date, over (B) the amount of PO Recoveries for such Collateral Group for such Distribution Date.

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

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

Notional Amount :  With respect to any Distribution Date and the Class 30-A-X Certificates an amount equal to the product of (x) the aggregate Scheduled Principal Balance of the Non-Discount Mortgage Loans contributing to Collateral Group 2 and (y) a fraction, (a) the numerator of which is the weighted average of the Stripped Interest Rates for such Non-Discount Mortgage Loans and (b) the denominator of which is 7.000% per annum.

With respect to any Distribution Date and the Class 15-A-X Certificates, an amount equal to the product of (x) the aggregate Scheduled Principal Balance of the Non-Discount Mortgage Loans in Collateral Group 3 and (y) a fraction, (a) the numerator of which is the weighted average of the Stripped Interest Rates for such Non-Discount Mortgage Loans and (b) the denominator of which is 6.000% per annum.

With respect to any Distribution Date and the Class 2-A-2 Certificates, the Class Principal Balance of the Class 2-A-1 Certificates immediately prior to such Distribution Date.

With respect to any Distribution Date and the Class 2-A-3 Certificates, the Class Principal Balance of the Class 2-A-1 Certificates immediately prior to such Distribution Date.

Offered Certificates :  As specified in the Preliminary Statement.

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

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

Optional Termination :  The termination of the Issuing Entity created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 10.01(a) hereof.

Original Subordinate Principal Balance :  The aggregate of the Certificate Principal Balances of the Subordinate Certificates as of the Closing Date.

OTS :  The Office of Thrift Supervision.

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

(a)

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

(b)

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

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

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

PACs:  As specified in the Preliminary Statement.

Par Call Price :  With respect to each Mortgage Loan (not including REO Properties) to be purchased pursuant to Section 10.01(a) hereof, 100% of the unpaid principal balance of such Mortgage Loan, plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate and any unreimbursed Advances, fees and expenses of the Master Servicer, Trust Administrator and Trustee.

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

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

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

(a)

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

(b)

general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by either Rating Agency;

(c)

commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by either Rating Agency;

(d)

certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company are then rated in one of the two highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency;

(e)

demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC and are then rated in the highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by either Rating Agency;

(f)

guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency;

(g)

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

(h)

securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have the highest rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;

(i)

units of a taxable money market portfolio having the highest rating assigned by each Rating Agency and restricted to obligations issued or guaranteed by the United States of America or entities whose obligations are backed by the full faith and credit of the United States of America and repurchase agreements collateralized by such obligations;

(j)

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

(k)

such other investments bearing interest or sold at a discount acceptable to each Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by either Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;

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

Permitted Transferee :  Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or resident of the United States, a corporation, partnership (except as provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the Issuing Entity and one or more Persons described in this clause (v) have the authority to control all substantial decisions of the Issuing Entity (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as United States persons) unless such Person has furnished the transferor and the Trust Administrator with a duly completed Internal Revenue Service Form W-8ECI or any applicable successor form, (vi) any Person with respect to whom income on any Residual Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other Person and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC hereunder to fail to qualify as a REMIC at any time that the Certificates are outstanding.  The terms “United States,” “State” and “international organization” shall have the meanings set forth in section 7701 of the Code or successor provisions.  A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such government unit.

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

Physical Certificate :  As specified in the Preliminary Statement.

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

PO Deferred Amount :  The Group 1 PO Deferred Amount and Group 3 PO Deferred Amount.

PO Percentage :  As to any Discount Mortgage Loan, 100% minus the Non-PO Percentage for such Discount Mortgage Loan.  As to any Non-Discount Mortgage Loan, 0%.

PO Principal Distribution Amount :  As to any Distribution Date and Collateral Group 1 and Collateral Group 3, the sum for all of the Discount Mortgage Loans contributing to or in such Collateral Group, if any, of the applicable PO Percentage (multiplied by the Applicable Fraction) of (a) the principal portion of each Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on such Mortgage Loan on the related Due Date, (b) the Scheduled Principal Balance of such Mortgage Loan if it was repurchased by the Transferor pursuant to this Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan contributing to Collateral Group 1 or Collateral Group 3, as applicable, received with respect to such Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal of such Mortgage Loan, to the extent such Mortgage Loan is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (e) to the extent such Mortgage Loan became a Liquidated Loan during the month preceding the calendar month of such Distribution Date, the lesser of (i) the Scheduled Principal Balance of such Mortgage Loan and (ii) the amount of Liquidation Proceeds allocable to principal received during the month preceding the month of such Distribution Date with respect to such Mortgage Loan and (f) the sum of (i) any Principal Prepayments in full with respect to such Mortgage Loan received during the related Prepayment Period, (ii) all partial Principal Prepayments with respect to such Mortgage Loan applied during the related Prepayment Period and (iii) Recoveries received during the calendar month prior to such Distribution Date, but in no case to exceed the Group 1 PO Deferred Amount or Group 3 PO Deferred Amount, as applicable, for such Distribution Date; provided , however , that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Discount Mortgage Loan that is not a Liquidated Loan, the PO Principal Distribution Amount will be reduced on the related Distribution Date by the applicable PO Percentage, multiplied by the Applicable Fraction, of the principal portion of such Bankruptcy Loss.

PO Recoveries :  With respect to any Recoveries on Discount Loans contributing to Collateral Group 1 or Collateral Group 3 and any Distribution Date, an amount equal to the lesser of (a) the Group 1 Available Amount and Group 3 Available Amount, as applicable, available for PO Recoveries and (b) the Group 1 PO Deferred Amount or Group 3 PO Deferred Amount, as applicable.

Pool 1 Mortgage Loans :  Those Mortgage Loans identified on the Mortgage Loan Schedule as Pool 1 Mortgage Loans.

Pool 2 Mortgage Loans :  Those Mortgage Loans identified on the Mortgage Loan Schedule as Pool 2 Mortgage Loans.

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

Prepayment Period :  As to any Distribution Date and any voluntary Principal Prepayment of a Mortgage Loan, the calendar month preceding the month in which such Distribution Date occurs.

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

Principal Only Certificates :  As specified in the Preliminary Statement.

Principal Prepayment :  Any payment of principal by a Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date, excluding any prepayment penalty or premium thereon, 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.  Partial Principal Prepayments will be applied by the applicable Servicers in accordance with the terms of the related Servicing Agreements and in accordance with the terms of the related Mortgage Note, and to the extent the Mortgage Note does not provide otherwise, shall be applied in the Prepayment Period preceding the receipt thereof.

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

Private Certificate :  As specified in the Preliminary Statement.

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

Prospectus Supplement :  The Prospectus Supplement dated October 27, 2006 relating to the Offered Certificates.

Protected Account :  An account established and maintained for the benefit of Certificateholders by each Servicer with respect to the related Mortgage Loans and with respect to REO Property pursuant to the respective Servicing Agreements.  Each Protected Account is required to be an Eligible Account.

PCAOB :  The Public Company Accounting Oversight Board.

Purchase Price :  With respect to any Mortgage Loan required to be purchased by the Transferor pursuant to Section 2.02 or 2.03 hereof, an amount equal to (a) the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase, (ii) accrued and unpaid interest thereon at the applicable Mortgage Rate from the date through which interest was last paid by the Mortgagor or the applicable Servicer or the Master Servicer, as the case may be, made an Advance in respect thereof (which was not reimbursed) to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders and (iii) in the event that such Mortgage Loan is repurchased by the Transferor due to a breach of the Transferor's representations and warranties listed in clauses (xiii) or (xxxiv) of Schedule II to this Agreement relating to applicable anti-predatory and abusive lending laws, any costs and damages incurred by the Issuing Entity in connection with a violation of a predatory or abusive lending law with respect to such Mortgage Loan, less (b) any Amounts Held for Future Distribution related to such Mortgage Loan with respect to the Distribution Date in the month in which the Purchase Price is to be distributed to Certificateholders.

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

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

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

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

Recognition Agreement :  An Agreement among a Cooperative Corporation, a lender and a Mortgagor with respect to a Cooperative 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 :  With respect to any Distribution Date and any Class of Certificates (other than the No-Delay Certificates), the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs and, with respect to the No-Delay Certificates, the close of business on the Business Day immediately preceding such Distribution Date.

Recovery :  With respect to any Distribution Date and any Mortgage Loan, an amount, net of any reimbursable expenses, received in respect of principal on such Mortgage Loan during the related Prepayment Period, which has previously been allocated as a Realized Loss to a Class of Certificates.

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 - 1.631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

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

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

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

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

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

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

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

Reportable Event :  As defined in Section 9.12.

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

Required Coupon :  With respect to each of Collateral Group 1, Collateral Group 2 and Collateral Group 3, 6.000% per annum.

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

Residual Interests :  As specified in the Preliminary Statement.

Responsible Officer :  When used with respect to the Trustee or the Trust Administrator, any Director, any Managing Director, any Associate, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, any Trust Officer or any other officer of the Trustee or Trust Administrator, as applicable, customarily performing functions similar to those performed by any of the above designated officers having direct responsibility for the administration of this Agreement and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

Restricted Classes :  As defined in Section 4.02(c).

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

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

Sarbanes-Oxley Certification :  As defined in Section 9.12.

Scheduled Class Balance :  With respect to the PACs and any Distribution Date, the aggregate Class Principal Balance for the PACs set forth in Schedule IV hereto with respect to such Distribution Date.

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

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

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

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

Senior Certificates :  As specified in the Preliminary Statement.

Senior Final Distribution Date :  With respect to any Group, the Distribution Date on which the respective Certificate Principal Balances of the Senior Certificates in each such Group have each been reduced to zero.

Senior Optimal Principal Amount :  For any Distribution Date and any Collateral Group, the sum for all Mortgage Loans contributing to such Collateral Group of (i) the Senior Percentage of the applicable Non-PO Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the Applicable Fraction) of: (a) the principal portion of each Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on each such Mortgage Loan on the related Due Date, (b) the principal portion of the Purchase Price of each such Mortgage Loan that was repurchased by the Transferor pursuant to this Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan contributing to such Collateral Group received with respect to such Distribution Date and (d) any Liquidation Proceeds (including Insurance Proceeds) allocable to recoveries of principal of Mortgage Loans related to such Collateral Group that are not yet Liquidated Loans received during the calendar month preceding the month of such Distribution Date, (ii) with respect to each such Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (a) the Senior Percentage of the applicable Non-PO Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the Applicable Fraction) of the Scheduled Principal Balance of such Mortgage Loan, or (b) either (A) the Senior Prepayment Percentage, or (B) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage of the applicable Non-PO Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the Applicable Fraction) of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, (iii) the Senior Prepayment Percentage of the applicable Non-PO Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the Applicable Fraction) of the sum of (a) all Principal Prepayments in Full received on the Mortgage Loans contributing to such Collateral Group during the related Prepayment Period and (b) all partial Principal Prepayments on the Mortgage Loans contributing to such Collateral Group applied during the related Prepayment Period, and (iv) with respect to any Distribution Date prior to the Cross-Over Date only, the Senior Prepayment Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the related Applicable Fraction) of the Non-PO Recoveries for such Collateral Group received during the related Prepayment Period; provided , however , that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to such Mortgage Loan that is not a Liquidated Loan, the Senior Optimal Principal Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the Applicable Fraction) of the principal portion of such Bankruptcy Loss.

Senior Percentage :  As to any Distribution Date and Certificate Group, the lesser of (a) 100% and (b) the percentage equivalent of a fraction the numerator of which is the aggregate of the Certificate Principal Balances of each Class of Senior Certificates in such Certificate Group (other than the Interest Only Certificates related to such Certificate Group and the related Class PO Certificates) immediately preceding such Distribution Date and the denominator of which is the aggregate of the applicable Non-PO Percentage multiplied by the Scheduled Principal Balance of each Mortgage Loan (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the related Applicable Fraction) contributing to the related Collateral Group for such Distribution Date.

Senior Prepayment Percentage :  With respect to any Certificate Group and any Distribution Date during the five years beginning on the first Distribution Date, 100%.  The Senior Prepayment Percentage for any Certificate Group and any Distribution Date occurring on or after the fifth anniversary of the first Distribution Date will, except as provided herein, be as follows:  for any Distribution Date in the first year thereafter, the Senior Percentage for such Certificate Group plus 70% of the related Subordinate Percentage for such Certificate Group for such Distribution Date; for any Distribution Date in the second year thereafter, the Senior Percentage for such Certificate Group plus 60% of the related Subordinate Percentage for such Certificate Group for such Distribution Date; for any Distribution Date in the third year thereafter, the Senior Percentage for such Certificate Group plus 40% of the related Subordinate Percentage for such Certificate Group for such Distribution Date; for any Distribution Date in the fourth year thereafter, the Senior Percentage for such Certificate Group plus 20% of the related Subordinate Percentage for such Certificate Group for such Distribution Date; and for any Distribution Date thereafter, the Senior Percentage for such Certificate Group for such Distribution Date (unless on any Distribution Date the Senior Percentage for any Certificate Group exceeds the initial Senior Percentage for such Certificate Group, in which case the Senior Prepayment Percentage for each Certificate Group for such Distribution Date will once again equal 100%).  Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage for any Certificate Group will occur unless both of the related Senior Stepdown Conditions are satisfied; provided , however , that if on any Distribution Date the Senior Prepayment Percentage is not permitted to decrease because one or both of the related Senior Stepdown Conditions are not satisfied, such Senior Stepdown Conditions shall be tested on each succeeding Distribution Date and if both Senior Stepdown Conditions are satisfied the Senior Prepayment Percentage for that Certificate Group shall decrease; and provided , further , that upon the occurrence of a decrease in the Senior Prepayment Percentage for any Certificate Group during one of the periods described in the definition of “Senior Stepdown Conditions,” such decrease shall remain in effect for the remainder of such period.

Senior Stepdown Conditions :  With respect to any Certificate Group, as of the last day of the month preceding the applicable Distribution Date as to which any decrease in the Senior Prepayment Percentage for such Certificate Group applies, (i) the aggregate Scheduled Principal Balance of all of the Mortgage Loans delinquent 60 days or more (including delinquent Mortgage Loans in bankruptcy, and all Mortgage Loans in foreclosure and REO Properties), as a percentage of the aggregate Certificate Principal Balance of the Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed (a) with respect to the Distribution Date on the fifth anniversary of the first Distribution Date, 30% of the Original Subordinate Principal Balance, (b) with respect to the Distribution Date on the sixth anniversary of the first Distribution Date, 35% of the related Original Subordinate Principal Balance, (c) with respect to the Distribution Date on the seventh anniversary of the first Distribution Date, 40% of the related Original Subordinate Principal Balance, (d) with respect to the Distribution Date on the eighth anniversary of the first Distribution Date, 45% of the related Original Subordinate Principal Balance and (e) with respect to the Distribution Date on the ninth anniversary of the first Distribution Date, 50% of the related Original Subordinate Principal Balance.

Servicer :  Each of Cenlar, Chevy Chase, Downey, GMACM, National City and SunTrust, as applicable.

Servicer Remittance Date :  With respect to any Servicer and any Distribution Date, the 18th day of each calendar month, or if such 18th day is not a Business Day, either the immediately preceding Business Day or the immediately succeeding Business Day, as specified in the related Servicing Agreement.

Servicing Advances :  All customary, reasonable and necessary “out of pocket” costs and expenses incurred in the performance by the Master Servicer of its master servicing obligations or the applicable Servicer, as the case may be, of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any expenses reimbursable to the Master Servicer or the applicable Servicer, as the case may be, pursuant to Section 3.11 and any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property and (iv) compliance with the obligations under Section 3.09.

Servicing Agreements :

(a)

the Cenlar Servicing Agreement;

(b)

the Chevy Chase Servicing Agreement;

(c)

the Downey Servicing Agreement;

(d)

the GMACM Servicing Agreement;

(e)

the National City Servicing Agreement;

(f)

the SunTrust Servicing Agreement; and

(g)

the Assignment Agreements.

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

Servicing Fee :  As to each Mortgage Loan and any Distribution Date, an amount payable out of each full payment of interest received on such Mortgage Loan and equal to one twelfth of the Servicing Fee Rate multiplied by the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the month immediately preceding the month in which such Distribution Date occurs (after giving effect to any Scheduled Payments due on such Mortgage Loan on such Due Date), subject to reduction for any Compensating Interest payments required to be made by the applicable Servicer.

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

Servicing Function Participant :  Any Subservicer, Subcontractor or any other Person, other than any Servicer, the Master Servicer and the Trust Administrator, that is participating in the servicing function within the meaning of Regulation AB, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (calculated by Aggregate Pool Principal Balance).

Special Hazard Coverage Termination Date :  The point in time at which the Special Hazard Loss Coverage Amount is reduced to zero.

Special Hazard Loss :  Any Realized Loss as reported by the applicable Servicer to the Master Servicer suffered by a Mortgaged Property on account of direct physical loss but not including (i) any loss of a type covered by a hazard insurance policy or a flood insurance policy required to be maintained with respect to such Mortgaged Property pursuant to Section 3.11 to the extent of the amount of such loss covered thereby, or (ii) any loss caused by or resulting from:

(a)

normal wear and tear;

(b)

fraud, conversion or other dishonest act on the part of the Trustee, the Trust Administrator, any Servicer, the Master Servicer or any of their agents or employees (without regard to any portion of the loss not covered by any errors and omissions policy);

(c)

errors in design, faulty workmanship or faulty materials, unless the collapse of the property or a part thereof ensues and then only for the ensuing loss;

(d)

nuclear or chemical reaction or nuclear radiation or radioactive or chemical contamination, all whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by the definition of the term “Special Hazard Loss”;

(e)

hostile or warlike action in time of peace and war, including action in hindering, combating or defending against an actual, impending or expected attack:

(i)  

by any government or sovereign power, de jure or de facto , or by any authority maintaining or using military, naval or air forces; or

(ii)  

by military, naval or air forces; or

(iii)

by an agent of any such government, power, authority or forces;

(f)

any weapon of war employing nuclear fission, fusion or other radioactive force, whether in time of peace or war; or

(g)

insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority or risks of contraband or illegal transportation or trade.

Special Hazard Loss Coverage Amount :  With respect to each Group and any Distribution Date, $4,400,710 less (i) the aggregate amount of Special Hazard Losses that would have been previously allocated to the Subordinate Certificates in the absence of the Loss Allocation Limitation and (ii) the related Adjustment Amount as of the most recent anniversary of October 1, 2006.  As of any Distribution Date on or after the Cross-Over Date, the Special Hazard Loss Coverage Amount shall be zero.

All principal balances for the purpose of this definition will be calculated as of the first day of the calendar month preceding the month of such Distribution Date after giving effect to Scheduled Payments on the Mortgage Loans then due, whether or not paid.

Special Hazard Mortgage Loan :  A Liquidated Loan as to which a Special Hazard Loss has occurred.

Standard & Poor’s Glossary:  The current Standard & Poor’s LEVELS® Glossary, as may be in effect from time to time.

Startup Day :  The Closing Date.

Stepdown Percentage : With respect to any Distribution Date, the percentage indicated below:

Distribution Date Occurring	%
November 2006 through October 2011	0%
November 2011 through October 2012	30%
November 2012 through October 2013	40%
November 2013 through October 2014	60%
November 2014 through October 2015	80%
After October 2015	100%

 

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

Stripped Interest Rate :  With respect to each Non-Discount Mortgage Loan in Collateral Group 3, the excess of the Net Mortgage Rate for such Mortgage Loan over the Required Coupon for such Mortgage Loan; and with respect to each Non-Discount Mortgage Loan contributing to Collateral Group 2, the excess of the Net Mortgage Rate for such Mortgage Loan over 7.000%.

Subcontractor :  Any outsourcer that performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to more than 5% but less than 10% of the Mortgage Loans under the direction or authority of the Master Servicer, the Trust Administrator, the Custodian or any Servicer (measured by Aggregate Pool Principal Balance of the Mortgage Loans, annually at the commencement of the calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator of which is the number of months during which such Subcontractor performs such discrete functions and the denominator of which is 12, or, in the case of the year in which the Closing Date occurs, the number of months elapsed in such calendar year).

Subgroup A :  All Pool 1 Mortgage Loans with a Net Mortgage Rate less than or equal to 6.000%.

Subgroup B :  All Pool 1 Mortgage Loans with a Net Mortgage Rate greater than 6.000% but less than 7.000%.

Subgroup C :  All Pool 1 Mortgage Loans with a Net Mortgage Rate greater than or equal to 7.000%.

Subordinate Certificates :  As specified in the Preliminary Statement.

Subordinate Optimal Principal Amount :  For any Distribution Date and Collateral Group, the sum for each Mortgage Loan contributing to such Collateral Group of (i) the Subordinate Percentage of the applicable Non-PO Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the Applicable Fraction) of: (a) the principal portion of each Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on each such Mortgage Loan on the related Due Date, (b) the principal portion of the Purchase Price of each such Mortgage Loan that was repurchased by the Transferor pursuant to this Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan contributing to such Collateral Group received with respect to such Distribution Date and (d) any Liquidation Proceeds (including Insurance Proceeds) allocable to recoveries of principal of Mortgage Loans contributing to such Collateral Group that are not yet Liquidated Loans received during the calendar month preceding the month of such Distribution Date, (ii) with respect to each such Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the portion of the applicable Non-PO Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the Applicable Fraction) of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan that was not included in clause (ii) of the definition of “Senior Optimal Principal Amount” with respect to such Distribution Date, (iii) the Subordinate Prepayment Percentage of the applicable Non-PO Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the Applicable Fraction) of the sum of (A) all Principal Prepayments in full received on the Mortgage Loans contributing to such Collateral Group during the related Prepayment Period and (B) all partial Principal Prepayments on the Mortgage Loans contributing to such Collateral Group applied during the related Prepayment Period, and (iv) with respect to any Distribution Date prior to the Cross-Over Date only, the Subordinate Prepayment Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the Applicable Fraction) of the Non-PO Recoveries for such Collateral Group received during the related Prepayment Period; provided , however , that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage Loan contributing to such Collateral Group that is not a Liquidated Loan, the Subordinate Optimal Principal Amount will be reduced on the related Distribution Date by the Subordinate Percentage of the applicable Non-PO Percentage (with respect to Collateral Group 1 and Collateral Group 2, multiplied by the Applicable Fraction) of the principal portion of such Bankruptcy Loss.

Subordinate Percentage :  As to any Distribution Date and any Certificate Group, 100% minus the Senior Percentage for such Certificate Group for such Distribution Date.

Subordinate Prepayment Percentage :  As to any Distribution Date and any Certificate Group, 100% minus the Senior Prepayment Percentage for such Certificate Group for such Distribution Date, except that, on any Distribution Date after the Senior Final Distribution Date for any Certificate Group, the Subordinate Prepayment Percentage for each such Certificate Group will equal 100%.

Subordinate Principal Distribution Amount :  With respect to the Subordinate Certificates, the aggregate amount which would be payable as principal on the Subordinate Certificates from Group 1 Available Funds, Group 2 Available Funds and Group 3 Available Funds in the aggregate, after application of Group 1 Available Funds, Group 2 Available Funds and Group 3 Available Funds in the aggregate (i) to make payments on the Senior Certificates, in accordance with Section 4.02(a)(i) items first and second and Section 4.02(d) and (ii) to make payments of Accrued Certificate Interest to the Subordinate Certificates in accordance with Section 4.02(a)(i) priority fourth .

Subservicer :  Any Person that (a) services Mortgage Loans on behalf of any Servicer pursuant to a subservicing agreement and is responsible for the performance of the material servicing functions required to be performed by such Servicer under the related Servicing Agreement that are identified in Item 1122(d) of Regulation AB with respect to 10% or more of the Mortgage Loans under the direction or authority of such Servicer (measured by Aggregate Pool Principal Balance of the Mortgage Loans, annually at the commencement of the calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator of which is the number of months during which such Subservicer services the related Mortgage Loans and the denominator of which is 12, or, in the case of the year in which the Closing Date occurs, the number of months elapsed in such calendar year).

Subsidiary REMIC :  As specified in the Preliminary Statement.

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

Substitution Adjustment Amount :  The meaning ascribed to such term pursuant to Section 2.03.

SunTrust :  SunTrust Mortgage, Inc., a Virginia corporation, and its successors and assigns, in its capacity as Servicer of the SunTrust Mortgage Loans.

SunTrust Mortgage Loans :  The Mortgage Loans for which SunTrust is listed as “Servicer” on the Mortgage Loan Schedule.

SunTrust Servicing Agreement :  Solely with respect to the SunTrust Mortgage Loans, the Amended and Restated Purchase, Warranties and Servicing Agreement dated as of December 1, 2004, by and between the Transferor, as purchaser and SunTrust, as seller and as servicer, as amended by Amendment Number One, dated as of July 1, 2005, as further amended by Amendment Number Two, dated as of February 28, 2006, and as further amended by Amendment Number Three, dated as of April 1, 2006, and as the same may be further amended from time to time, and any assignments and conveyances related to the SunTrust Mortgage Loans.

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

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

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

Trust Administrator :  Wells Fargo Bank, N.A., a national banking association, and its successors and assigns, in its capacity as Trust Administrator hereunder.

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

Trust Agreement :  The Trust Agreement dated as of October 1, 2006, entered into by and among the Depositor, the Trustee and the Trust Administrator in connection with the issuance of the Exchangeable Certificates.

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

Trustee :  U.S. Bank National Association and, if a successor trustee is appointed hereunder, such successor, both in its capacity as trustee under this Agreement and the Trust Agreement.

Uncertificated REMIC Interests: The REMIC regular interests issued by the Master REMIC in uncertificated form as specified in the Preliminary Statement.

Undercollateralized Group :  With respect to any Certificate Group with respect to which, on any Distribution Date, the aggregate Certificate Principal Balance of the related Senior Certificates (other than the Class PO Certificates and Interest Only Certificates) related to such Certificate Group (after giving effect to distributions to be made on such Distribution Date) is greater than the Group Balance of the related Collateral Group (net of the applicable PO Percentage of the Scheduled Principal Balance of each Discount Mortgage Loan in such Collateral Group) for the following Distribution Date.

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.

Voting Rights :  The portion of the voting rights of all of the Certificates which is allocated to any Certificate.  As of any date of determination, (a) the Interest Only Certificates will be entitled to 1% in the aggregate of all Voting Rights (such Voting Rights to be allocated among the Holders of Certificates of each such Class in accordance with their respective Percentage Interests), (b) 1% of all Voting Rights shall be allocated to the Class P Certificates and (c) the remaining Voting Rights (and the Voting Rights allocated to the Interest Only Certificates if there are no Interest Only Certificates) shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Principal Balances of their respective Certificates on such date.

Wells Fargo :  Wells Fargo Bank, N.A., and its successors and assigns in its capacity as Master Servicer, Trust Administrator or Custodian, as the case may be, hereunder.

Section 1.02

Certain Calculations .  

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

Section 1.03

Calculation of Applicable Fractions .

For purposes of determining Collateral Group 1 and Collateral Group 2, each Pool 1 Mortgage Loan shall be deemed to be allocated, based on the Net Mortgage Rate of such Mortgage Loan, as of the Cut off Date, either to Collateral Group 1 or Collateral Group 2 only, or between both Collateral Group 1 and Collateral Group 2, based on a fixed fraction that differs among Mortgage Loans (in each case, the “Applicable Fraction”), such that the principal of and interest on such Pool 1 Mortgage Loan is treated as if that Mortgage Loan were two loans bearing interest at two different effective Net Mortgage Rates, one higher than and one lower than the original Net Mortgage Rate of such Mortgage Loan.  The allocation of a Pool 1 Mortgage Loan to Collateral Group 1 or Collateral Group 2 shall not change based on a modification to the Net Mortgage Rate of such Mortgage Loan subsequent to the Cut-off Date.  The Applicable Fractions are calculated as follows:

(a)

Pool 1 Mortgage Loans with Net Mortgage Rates Less Than or Equal To 6.000% :  Each Pool 1 Mortgage Loan having a Net Mortgage Rate less than 6.000% shall be allocated to Collateral Group 1.

(b)

Pool 1 Loans with Net Mortgage Rates Greater Than 6.000% but less than 7.000% :  Each Pool 1 Mortgage Loan having a Net Mortgage Rate greater than 6.000%  but less than 7.000% shall be allocated between Collateral Group 1 and Collateral Group 2 by multiplying the Scheduled Principal Balance of such Pool 1 Mortgage Loan by its Applicable Fraction.  The Applicable Fraction for the portion of each such Pool 1 Mortgage Loan allocated to Collateral Group 1 is the quotient of (a)(i) 7.000% minus (ii) the related Net Mortgage Rate divided by (b) 1.000%.  The Applicable Fraction for the portion of each such Pool 1 Mortgage Loan allocated to Collateral Group 2 is (I) 1 minus (II) the quotient of (a)(i) 7.000% minus (ii) the related Net Mortgage Rate divided by (b) 1.000%.

(c)

Pool 1 Loans with Net Mortgage Rates Equal to or Greater Than 7.000% :  Each Pool 1 Mortgage Loan having a Net Mortgage Rate equal to or greater than 7.000% shall be allocated to Collateral Group 2.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

Section 2.01

Conveyance of Mortgage Loans .

(a)

The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund.  In connection with the foregoing assignments, the Transferor has caused each Servicer to enter into the related Assignment Agreement.

(b)

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

(A)

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

(B)

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

(C)

a duly executed assignment of the Mortgage (which may be included in a blanket assignment or assignments), endorsed in the following form:  “U.S. Bank National Association, in trust for the MASTR Asset Securitization Trust 2006-3 for the benefit of the Holders of the Mortgage Pass-Through Certificates, Series 2006-3” together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which the assignment relates); provided that, if the related Mortgage has not been returned from the applicable public recording office, such assignment of the Mortgage may exclude the information to be provided by the recording office;

(D)

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

(E)

except as provided below, the original or duplicate original lender’s title policy and all riders thereto.

(ii)

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

(A)

the Cooperative Shares, together with the Stock Power in blank;

(B)

the executed Security Agreement;

(C)

the executed Proprietary Lease and the Assignment of Proprietary Lease to the originator of the Cooperative Loan;

(D)

the executed Recognition Agreement;

(E)

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

(F)

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

(G)

an executed assignment of the interest of the originator in the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of title from the originator to the Issuing Entity; and

(H)

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

Notwithstanding the foregoing, if any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. (“MERS”) or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer (or if the Master Servicer is the applicable Servicer, the Trustee upon receipt of written notice that the records of MERS have not been so changed) shall enforce the obligations of the applicable Servicer under its related Servicing Agreement to cause the Trustee to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

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

As promptly as practicable subsequent to such transfer and assignment, set forth in clause (a) above and in any event, within ninety (90) days thereafter, the Custodian shall affix the Trustee’s name to each assignment of Mortgage, as the assignee thereof, and, subject to Section 2.02, the Master Servicer shall enforce the obligations of the related Servicer pursuant to the related Servicing Agreement to (i) cause such assignment to be in proper form for recording in the appropriate public office for real property records and (ii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the related Servicer has not received the information required to prepare such assignment in recordable form, the related Servicer’s obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within ninety (90) days after receipt thereof and except that the related Servicer need not cause to be recorded any assignment which relates to a Mortgage Loan (a) in any state where, in an Opinion of Counsel addressed to the Trustee, such recording is not required to protect the Trustee’s interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Depositor or the Transferor, (b) in any state where recordation is not required by either Rating Agency to obtain the initial ratings on the Certificates set forth in the Prospectus Supplement or (c) with respect to any Mortgage which has been recorded in the name of MERS, or its designee.  As of the date hereof, recordation is not required in any state by either Rating Agency to obtain the initial rating on the Certificates (upon which statement the Master Servicer, the Trustee and the Custodian may each conclusively rely).

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

(c)

The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust (the “Issuing Entity”) to be known, for convenience, as “MASTR Asset Securitization Trust 2006-3” and U.S. Bank National Association is hereby appointed as Trustee in accordance with the provisions of this Agreement.

(d)

[Reserved].

(e)

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

(f)

It is agreed and understood by the Trustee, the Trust Administrator, the Depositor and the Transferor that it is not intended that any mortgage loan be included in the Issuing Entity that is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act, effective as of November 27, 2003, or The Home Loan Protection Act of New Mexico, effective as of January 1, 2004, or that is a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act, effective as of January 1, 2005.

(g)

[Reserved].

Section 2.02

Acceptance by Trustee of the Mortgage Loans .

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

The Custodian agrees to execute and deliver on the Closing Date to the Depositor and the Trustee an Initial Certification in the form annexed hereto as Exhibit G.  Based on its review and examination, and only as to the documents identified in such Initial Certification, the Custodian acknowledges, subject to any applicable exceptions noted on Exhibit G, that such documents appear regular on their face and relate to such Mortgage Loan.  The Custodian shall not be under any duty or obligation to (i) inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face or (ii) determine whether the Mortgage File should include any of the documents specified in Section 2.01(b)(i)(D) with respect to each Mortgage Loan that is not a Cooperative Loan and Section 2.01(b)(ii)(H) with respect to each Cooperative Loan, unless the Mortgage Loan Schedule indicates that such documents are applicable.

Not later than 90 days after the Closing Date, the Custodian shall deliver to the Depositor, the Trustee and the Transferor a Final Certification in the form annexed hereto as Exhibit H, with any applicable exceptions noted thereon.  The Custodian shall make available, upon request of any Certificateholder, a copy of any exceptions noted on the Initial Certification or the Final Certification.  The Custodian shall make available, upon request of the Trustee, the identity of the originator for any Mortgage Loan with a material exception.

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

Upon receiving each Final Certification from the Custodian, the Transferor shall determine if there are any document defects listed as exceptions in such Final Certification.  In the event any such document defects exist, the Transferor shall promptly correct or cure such document defects, and if the Transferor fails to correct or cure the defect within ninety (90) days of the earlier of its discovery or its receipt of written notice from the Trustee, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Transferor shall repurchase the affected Mortgage Loan from the Trustee at the Purchase Price.  Any such purchase of a Mortgage Loan shall not be effected prior to the delivery to the Custodian of a Request for Release substantially in the form of Exhibit M.  The Purchase Price for any such Mortgage Loan shall be paid by the Transferor to the Master Servicer for deposit in the Collection Account on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit, the Master Servicer shall instruct the Custodian to release, and the Custodian shall release, the related Mortgage File to the Transferor and the Trustee shall execute and deliver at the Transferor’s written request such instruments of transfer or assignment prepared by the Transferor, in each case without recourse, representation or warranty, as shall be necessary to vest in the Transferor, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.  The Transferor shall promptly reimburse the Master Servicer and the Trustee for any expenses reasonably incurred by the Master Servicer or the Trustee in respect of enforcing such repurchase by the Transferor.

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

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

Section 2.03

Remedies for Breaches of Representations and Warranties .

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

Upon discovery by any of the parties hereto of a breach of a representation or warranty made by the Transferor pursuant to this Section 2.03 that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties hereto.  A breach which causes a Mortgage Loan not to constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, will be deemed automatically to materially and adversely affect the interests of the Certificateholders in such Mortgage Loan.  Upon receiving notice of a breach, the Trustee shall in turn notify the Transferor of such breach.  The Trustee shall enforce the obligations of the Transferor in accordance with this Section 2.03 to correct or cure any such breach of a representation or warranty made herein, and if the Transferor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Transferor’s obligations hereunder to (i) purchase such Mortgage Loan at the Purchase Price or (ii) substitute for the related Mortgage Loan an Eligible Substitute Mortgage Loan; provided , however , that the Trustee’s obligations to prosecute legal actions against the Transferor pursuant to this Section 2.03 shall be subject to the provisions set forth in Section 8.02(vi) regarding reimbursement of or reasonable indemnification for costs and expenses.  In each case, such Mortgage Loan (a “Deleted Mortgage Loan”) will be removed from the Trust Fund.

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

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

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

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

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

The provisions of this Section 2.03 shall survive the conveyance and assignment of the Mortgage Files to the Trustee and the delivery of the respective Mortgage Files to the Custodian for the benefit of the Trustee and the Certificateholders.

Section 2.04

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

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

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

Section 2.05

[Reserved] .

Section 2.06

Execution and Delivery of Certificates .

The Trustee acknowledges the transfer and assignment to it of the Trust Fund by the Depositor pursuant to Section 2.01 hereof by the Depositor pursuant to Section 2.01 hereof and acknowledges the issuance of the REMIC Interests as described in the Preliminary Statement in exchange therefor.  The Trustee further acknowledges the transfer and assignment to it by the Underwriter pursuant to Section 5.07 hereof of the Uncertificated REMIC Interests described in the Preliminary Statement.  Concurrently with such transfers and assignments, the Trust Administrator, on behalf of the Trustee, has executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund.  The Trustee agrees to hold the Trust Fund and the Uncertificated REMIC Interests described in the Preliminary Statement and to exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

Section 2.07

REMIC Matters .

The Preliminary Statement sets forth the designations as “regular interests” or “residual interests” and “latest possible maturity date” for federal income tax purposes of all interests created hereby.  The “Startup Day” for purposes of the REMIC Provisions shall be the Closing Date.  Each REMIC’s fiscal year shall be the calendar year.

Section 2.08

Covenants of the Master Servicer .

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

(a)

subject to Section 3.01, the Master Servicer shall cause each Servicer to perform its obligations under the applicable Servicing Agreement; and

(b)

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

Section 2.09

Representations and Warranties of the Master Servicer .

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

Section 2.10

Representations and Warranties of the Custodian .

The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date:

(a)

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

(b)

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

(c)

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

(d)

No litigation is pending or, to the knowledge of the Custodian, threatened against the Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Custodian to perform any of its obligations under this Agreement in accordance with the terms thereof.

(e)

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

ARTICLE III

ADMINISTRATION AND MASTER
SERVICING OF MORTGAGE LOANS

Section 3.01

Master Servicing of Mortgage Loans .

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

In accordance with the standards of the preceding paragraph and to the extent the related Servicer does not make such advance, the Master Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.07, and further as provided in Section 3.08.  The costs incurred by the Master Servicer, if any, in effecting the timely payment of taxes and assessments on the Mortgaged Properties and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Scheduled Principal Balances of the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

Section 3.02

Monitoring of Servicers .

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

Section 3.03

[ Reserved ].

Section 3.04

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

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

Section 3.05

Trustee to Act as Master Servicer .

In the event that the Master Servicer shall for any reason no longer be the Master Servicer hereunder (including by reason of a Master Servicer Event of Termination), the Trustee or its successor shall in accordance with Section 7.02 thereupon assume all of the rights and obligations of the Master Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the predecessor Master Servicer pursuant to Section 3.09 hereof or any acts or omissions of the predecessor Master Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 hereof, (v) deemed to have made any representations and warranties of the Master Servicer pursuant to Section 2.09 hereunder) or (vi) obligated to perform any obligation of the Master Servicer under Section 3.21, 3.22 or 9.12 with respect to any periods during which the Trustee was not the Master Servicer).  Any such assumption shall be subject to Section 7.02 hereof.  If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Master Servicer Event of Termination), the Trustee or its successor may, but shall not be obligated to, succeed to any rights and obligations of the Master Servicer under each subservicing agreement.

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

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

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

Section 3.06

Protected Accounts .

(a)

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

(b)

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

Section 3.07

Collection of Mortgage Loan Payments; Collection Account; Distribution Account .

(a)

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

(b)

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

any amounts required to be deposited by the Master Servicer pursuant to Section 2.01(e), Section 3.15(b) and 3.15(d), and in respect of net monthly rental income from REO Property pursuant to Section 3.15 hereof;

(vi)

all Substitution Adjustment Amounts;

(vii)

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

(viii)

any prepayment penalties received from any Servicer;

(ix)

any Compensating Interest payments;

(x)

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

(xi)

all proceeds of any primary mortgage guaranty insurance policy in respect of the Mortgage Loans;

(xii)

any Class P Prepayment Charges; and

(xiii)

any other amounts required to be deposited hereunder.

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

(c)

[Reserved].

(d)

The Trust Administrator shall establish and maintain, on behalf of the Certificateholders, the Distribution Account.  The Trust Administrator shall, promptly upon receipt but no later than on the Distribution Account Deposit Date, deposit in the Distribution Account and retain therein the following:

(i)

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

(ii)

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

(iii)

[reserved];

(iv)

[reserved]; and

(v)

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

In the event that the Master Servicer shall remit any amount not required to be remitted, it may at any time direct the Trust Administrator in writing to withdraw such amount from the Distribution Account, any provision herein to the contrary notwithstanding.  Such direction may be accomplished by delivering an Officer’s Certificate to the Trust Administrator which describes the amounts deposited in error in the Distribution Account.  All funds deposited in the Distribution Account shall be held by the Trust Administrator in trust for the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.10.  Funds deposited in the Distribution Account in respect of the Class P Prepayment Charges shall not be treated as assets of any REMIC, but shall be treated as assets of a separate sub-account of the Distribution Account which shall be an asset of the Grantor Trust for the benefit of the Class P Certificates.  In no event shall the Trust Administrator incur liability for withdrawals from the Distribution Account at the direction of the Master Servicer.

(e)

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

(f)

The Master Servicer shall give notice to the Trustee, the Trust Administrator, each Rating Agency and the Depositor of any proposed change of the location of the Collection Account prior to any change thereof.  The Trust Administrator shall give notice to the Trustee, the Master Servicer, each Rating Agency and the Depositor of any proposed change of the location of the Distribution Account prior to any change thereof.

Section 3.08

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

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

Section 3.09

Access to Certain Documentation and Information Regarding the Mortgage Loans .

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

Upon reasonable advance notice in writing, the Master Servicer and the Custodian will provide or the Master Servicer shall require the Servicers, to the extent set forth in the applicable Servicing Agreement, to provide to each Certificateholder which is a savings and loan association, bank or insurance company certain reports and reasonable access to information and documentation regarding the Mortgage Loans sufficient to permit such Certificateholder to comply with applicable regulations of the OTS or other regulatory authorities with respect to investment in the Certificates; provided that the Master Servicer, the applicable Servicer or the Custodian shall be entitled to be reimbursed by each such Certificateholder for actual expenses incurred by the Master Servicer, the applicable Servicer or the Custodian in providing such reports and access.

Section 3.10

Permitted Withdrawals from the Collection Account and Distribution Account .

(a)

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

(i)

to pay to the Master Servicer and the Servicers (to the extent not previously retained or withdrawn by them), the compensation to which they are entitled, and to pay to the Master Servicer, earnings on or investment income with respect to funds in or credited to the Collection Account pursuant to Section 3.19;

(ii)

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

(iii)

to reimburse the Servicers or the Master Servicer for any Nonrecoverable Advance previously made;

(iv)

to reimburse the Servicers or the Master Servicer for insured expenses from the related Insurance Proceeds;

(v)

to reimburse the Servicers or the Master Servicer for (a) unreimbursed Servicing Advances, the Servicers’ or the Master Servicer’s right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such advances were made pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees as provided in Section 3.15 hereof;

(vi)

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

(vii)

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

(viii)

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

(ix)

on or prior to the Distribution Account Deposit Date, to (a) withdraw (i) an amount equal to the related Available Funds, for such Distribution Date, (ii) any PO Recoveries received during the calendar month prior to that Distribution Date and (iii) on or after the Cross-Over Date only, any Recoveries received during the calendar month prior to that Distribution Date, and remit by wire transfer of immediately available funds such amounts to the Trust Administrator for deposit in the Distribution Account and (b) withdraw any prepayment penalties (other than any Class P Prepayment Charges) received from any Servicer and remit by wire transfer of immediately available funds such amounts to the Transferor pursuant to Section 3.24;

(x)

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

(xi)

to reimburse the Trustee for any costs and expenses incurred by it pursuant to Section 2.03; and

(xii)

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

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

(b)

The Trust Administrator shall withdraw funds from the Distribution Account for distributions to Certificateholders, in the manner specified in this Agreement (and withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 9.11).  In addition, the Trust Administrator may from time to time, prior to distributions to Certificateholders, make withdrawals from the Distribution Account for the following purposes:

(i)

to pay to the Trust Administrator the earnings on or investment income, if any, on funds in or credited to the Distribution Account;

(ii)

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

(iii)

to withdraw any indemnity, expense or other reimbursement owed to it, the Master Servicer or the Trustee pursuant to this Agreement, including, without limitation, Section 3.05, Section 7.02, Section 8.02, Section 8.05 and Section 9.05; and

(iv)

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

Section 3.11

Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies .

(a)

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

(b)

Pursuant to Sections 3.07 and 3.08, any amounts collected by the Master Servicer, or by any Servicer, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the applicable Servicing Agreement) shall be deposited into the Collection Account, subject to withdrawal pursuant to Sections 3.07 and 3.08.  Any cost incurred by the Master Servicer or any Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided , however , that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Sections 3.07 and 3.08.

Section 3.12

Presentment of Claims and Collection of Proceeds .

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

Section 3.13

Maintenance of the Primary Insurance Policies .

(a)

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

(b)

The Master Servicer agrees to present, or to cause each Servicer (to the extent required under the related Servicing Agreement) to present, on behalf of the Trustee and the Certificateholders, claims to the insurer under any Primary Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans.  Pursuant to Sections 3.07 and 3.08, any amounts collected by the Master Servicer or any Servicer under any Primary Mortgage Insurance Policies shall be deposited in the Collection Account, subject to withdrawal pursuant to Sections 3.07 and 3.08.

Section 3.14

Realization upon Defaulted Mortgage Loans .

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

Section 3.15

REO Property .

(a)

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

(b)

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

(c)

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

(d)

The Liquidation Proceeds from the final disposition of the REO Property, net of any payment to the Master Servicer and the applicable Servicer as provided above shall be deposited in the Protected Account on or prior to the Determination Date in the month following receipt thereof and be remitted by wire transfer in immediately available funds to the Master Servicer for deposit into the Collection Account.

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

In the event of a default on a Mortgage Loan one or more of whose obligor is not a United States Person, as that term is defined in Section 7701(a)(30) of the Code