POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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MASTR ADJUSTABLE RATE MORTGAGES TRUST 2006-2 | UBS REAL ESTATE SECURITIES INC | MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC | WELLS FARGO BANK, N.A | U.S. BANK NATIONAL ASSOCIATION

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 7/25/2006

POOLING AND SERVICING AGREEMENT, Parties: mastr adjustable rate mortgages trust 2006-2 , ubs real estate securities inc , mortgage asset securitization transactions inc , wells fargo bank n.a , u.s. bank national association

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

and

U.S. BANK NATIONAL ASSOCIATION,
Trustee

POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2006

MASTR ADJUSTABLE RATE MORTGAGES TRUST 2006-2
MORTGAGE PASS THROUGH CERTIFICATES, Series 2006-2

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01

Definitions

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01

Conveyance of Mortgage Loans

Section 2.02

Acceptance by Trustee of the Mortgage Loans

Section 2.03

Remedies for Breaches of Representations and Warranties

Section 2.04

Representations and Warranties of the Depositor as to the Mortgage

Loans

Section 2.05

Execution and Delivery of Certificates

Section 2.06

REMIC Matters

Section 2.07

Covenants of the Master Servicer

Section 2.08

Representations and Warranties of the Master Servicer

Section 2.09

Representations and Warranties of the Custodian

ARTICLE III

ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS

Section 3.01

Master Servicing of Mortgage Loans

Section 3.02

Monitoring of Servicers

Section 3.03

[Reserved].

Section 3.04

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

Servicer

Section 3.05

Trustee to Act as Master Servicer

Section 3.06

Protected Accounts

Section 3.07

Collection of Mortgage Loan Payments; Collection Account;

Distribution Account;

Section 3.08

Collection of Taxes, Assessments and Similar Items; Escrow Accounts

Section 3.09

Access to Certain Documentation and Information Regarding the

Mortgage Loans

Section 3.10

Permitted Withdrawals from the Collection Account and Distribution

Account

Section 3.11

Maintenance of Hazard Insurance

Section 3.12

Presentment of Claims and Collection of Proceeds

Section 3.13

Maintenance of the Primary Insurance Policies

Section 3.14

Realization upon Defaulted Mortgage Loans

Section 3.15

REO Property

Section 3.16

Due on Sale Clauses; Assumption Agreements

Section 3.17

Trustee to Cooperate; Release of Mortgage Files

Section 3.18

Documents, Records and Funds in Possession of the Master Servicer

and the Custodian to Be Held for the Trustee

Section 3.19

Master Servicing Compensation

Section 3.20

Access to Certain Documentation

Section 3.21

Annual Statement as to Compliance

Section 3.22

Report on Assessment of Compliance and Attestation

Section 3.23

Errors and Omissions Insurance; Fidelity Bonds

ARTICLE IV

DISTRIBUTIONS AND SERVICING ADVANCES

Section 4.01

Advances

Section 4.02

Priorities of Distribution on the Certificates

Section 4.03

Allocation of Realized Losses

Section 4.04

Distribution Date Statements to Certificateholders

ARTICLE V

THE CERTIFICATES

Section 5.01

The Certificates

Section 5.02

Certificate Register; Registration of Transfer and Exchange of

Certificates

Section 5.03

Mutilated, Destroyed, Lost or Stolen Certificates

Section 5.04

Persons Deemed Owners

Section 5.05

Access to List of Certificateholders’ Names and Addresses

Section 5.06

Maintenance of Office or Agency

ARTICLE VI

THE DEPOSITOR, THE CUSTODIAN AND THE MASTER SERVICER

Section 6.01

Respective Liabilities of the Depositor, the Master Servicer and the

Custodian

Section 6.02

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

Custodian

Section 6.03

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

Servicer, the Custodian and Others

Section 6.04

Limitation on Resignation of Master Servicer

Section 6.05

Sale and Assignment of Master Servicing Rights

Section 6.06

Fees of the Custodian

ARTICLE VII

DEFAULT

Section 7.01

Events of Default

Section 7.02

Trustee to Act; Appointment of Successor

Section 7.03

Notification to Certificateholders

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE MASTER SERVICER

Section 8.01

Duties of Trustee

Section 8.02

Certain Matters Affecting the Trustee

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans

Section 8.04

Trustee May Own Certificates

Section 8.05

Trustee’s Fees and Expenses

Section 8.06

Eligibility Requirements for Trustee

100

Section 8.07

Resignation and Removal of Trustee

100

Section 8.08

Successor Trustee

101

Section 8.09

Merger or Consolidation of Trustee

101

Section 8.10

Appointment of Co-Trustee or Separate Trustee

101

Section 8.11

Tax Matters

103

Section 8.12

Periodic Filings

ARTICLE IX

CONCERNING THE TRUST ADMINISTRATOR

Section 9.01

Duties of Trust Administrator

112

Section 9.02

Certain Matters Affecting the Trust Administrator

113

Section 9.03

Trust Administrator Not Liable for Certificates or Mortgage Loans

115

Section 9.04

Trust Administrator May Own Certificates

115

Section 9.05

Trust Administrator’s Fees and Expenses

115

Section 9.06

Eligibility Requirements for Trust Administrator

116

Section 9.07

Resignation and Removal of Trust Administrator

116

Section 9.08

Successor Trust Administrator

118

Section 9.09

Merger or Consolidation of Trust Administrator

118

ARTICLE X

TERMINATION

Section 10.01

Termination upon Liquidation or Purchase of Mortgage Loans

119

Section 10.02

Final Distribution on the Certificates

120

Section 10.03

Additional Termination Requirements

121

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01

Amendment

121

Section 11.02

Recordation of Agreement; Counterparts

123

Section 11.03

Governing Law

124

Section 11.04

Intention of Parties

124

Section 11.05

Notices

124

Section 11.06

Severability of Provisions

125

Section 11.07

Assignment

126

Section 11.08

Limitation on Rights of Certificateholders.

126

Section 11.09

Inspection and Audit Rights

127

Section 11.10

Certificates Nonassessable and Fully Paid

127

SCHEDULES

Schedule I

Mortgage Loan Schedule

S-I-1

Schedule II

Representations and Warranties as to the Mortgage Loans.

S-II-1

Schedule III

Trust Fund Prepayment Charges Mortgage Loan Schedule.

S-III-1

Schedule IV

List of Excluded Loans

S-IV-1

EXHIBITS

Exhibit A-1:

Form of Class A Certificate

A-1-1

Exhibit A-2:

Form of Class A-LR or A-UR Certificate

A-2-1

Exhibit B:

Form of Class B Certificate

B-1

Exhibit C:

[Reserved]

C-1

Exhibit D:

Form of Class P Certificate

D-1

Exhibit E:

Form of Reverse of Certificates

E-1

Exhibit F:

Form of Initial Certification of Custodian

F-1

Exhibit G:

Form of Final Certification of Custodian

G-1

Exhibit H:

Form of Transfer Affidavit

H-1

Exhibit I:

Form of Transferor Certificate

I-1

Exhibit J:

Form of Investment Letter (Non Rule 144A)

J-1

Exhibit K:

Form of Rule 144A Letter

K-1

Exhibit L:

Form of Request for Release of Documents

L-1

Exhibit M:

[Reserved]

M-1

Exhibit N:

[Reserved]

N-1

Exhibit O:

[Reserved]

O-1

Exhibit P:

[Reserved]

P-1

Exhibit Q:

Form of Assessment of Compliance

Q-1

Exhibit R:

[Reserved]

R-1

Exhibit S:

Additional Disclosure Notification

S-1

Exhibit T:

Additional Form 10-D Disclosure

T-1

Exhibit U:

Additional Form 10-K Disclosure

U-1

Exhibit V:

Form 8-K Disclosure Information

V-1

Exhibit W:

Form of Sarbanes-Oxley Certification

W-1

Exhibit X:

Assessments of Compliance and Attestation Reports Servicing Criteria

X-1

THIS POOLING AND SERVICING AGREEMENT, dated as of April 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, 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 banking association organized under the laws of the United States, as trustee (the “Trustee”).

WITNESSETH THAT

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

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. 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 two REMICs. The Subsidiary REMIC shall consist of all of the assets constituting the Trust Fund (other than the Subsidiary REMIC Regular Interests, amounts distributable with respect to the Class P Certificates, and the Excluded Loans) and proceeds thereof in the Distribution Account and shall be evidenced by the Subsidiary REMIC Regular Interests (which shall be uncertificated and shall represent the “regular interests” in the Subsidiary REMIC) and the Class A-LR Certificates as the single “residual interest” in Subsidiary REMIC. The Trustee shall hold the Subsidiary REMIC Regular Interests.

The Master REMIC shall consist of the Subsidiary REMIC Regular Interests and all proceeds thereof in the Distribution Account and shall be evidenced by the Regular Certificates (which shall represent the “regular interests” in the Master REMIC) and the Class A-UR Interest as the single “residual interest” of 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 Class P Certificates represent beneficial ownership of the Class P Prepayment Charges, which portions of the Trust Fund shall be treated as a grantor trust under subpart E, Part I of subchapter J of the Code.

The Subsidiary REMIC

The Subsidiary REMIC Interests shall have the initial principal amounts, pass-through rates and Corresponding Loan Groups as set forth in the following table, each of which, other than the Class A-LR Certificates is referred to herein as a “Subsidiary REMIC Regular Interest:

Subsidiary REMIC Interests	Initial Principal Amount	Pass-Through Rate	Corresponding Loan Group
A-1 (0.9% of Group 1 GSA)	(1)	(2)	1
B-1 (0.1% of Group 1 GSA)	(1)	(2)	1
C-1 (Excess of Group 1)	(1)	(2)	1
A-2 (0.9% of Group 2 GSA)	(1)	(2)	2
B-2 (0.1% of Group 2 GSA)	(1)	(2)	2
C-2 (Excess of Group 2)	(1)	(2)	2
A-3 (0.9% of Group 3 GSA)	(1)	(2)	3
B-3 (0.1% of Group 3 GSA)	(1)	(2)	3
C-3 (Excess of Group 3)	(1)	(2)	3
A-4 (0.9% of Group 4 GSA)	(1)	(2)	4
B-4 (0.1% of Group 4 GSA)	(1)	(2)	4
C-4 (Excess of Group 4)	(1)	(2)	4
A-5 (0.9% of Group 5 GSA)	(1)	(2)	5
B-5 (0.1% of Group 5 GSA)	(1)	(2)	5
C-5 (Excess of Group 5)	(1)	(2)	5
A-LR Certificate	(3)	(3)	N/A

_______________
(1) Each Class A Interest shall have a principal balance initially equal to 0.9% of the Group Subordinate Amount (“GSA”) of its corresponding Loan Group. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Group Subordinate Amount of its corresponding Loan Group. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Loan Group over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Loan Group.

(2) An interest rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans of the corresponding Loan Group.

(3) The Class A-LR Certificate represents the sole class of residual interest in the Subsidiary REMIC. It has no principal balance and pays no principal or interest.

On each Distribution Date, the Available Funds from each Loan Group shall be distributed with respect to its corresponding Subsidiary REMIC Interests in the following manner:

(1) Interest. Interest is to be distributed with respect to each Subsidiary REMIC Interest at the rate, or according to the formulas, described above.

(2) Principal if no Cross-Over Situation Exists. If no Cross-Over Situation exists with respect to any class of interests, then principal amounts arising with respect to each such Loan Group shall be allocated: first to cause the Loan Group's corresponding Class A and Class B to equal, respectively, 0.9% of the GSA and 0.1% of the GSA; and second to the Loan Group's corresponding Class C Interest.

(3) Principal if a Cross-Over Situation Exists. If a Cross-Over Situation exists with respect to the Class A and Class B Interests of a Loan Group then:

(a) if the Calculation Rate in respect of such outstanding Class A and Class B Interests is less than the Pass-Through Rate for the Subordinate Certificates for the following Distribution Date, Principal Relocation Payments shall be made proportionately to the outstanding Class A Interests prior to any other principal distributions from such Loan Group; and

(b) if the Calculation Rate in respect of the outstanding Class A and Class B Interests is greater than the Pass-Through Rate for the Subordinate Certificates for the following Distribution Date, Principal Relocation Payments shall be made proportionately to the outstanding Class B Interests prior to any other principal distributions from such Loan Group.

In each case, Principal Relocation Payments shall be made so as to cause the Calculation Rate in respect of the outstanding Class A and Class B Interests to equal the Pass-Through Rate for the Subordinate Certificates for the following Distribution Date. With respect to each Loan Group, if (and to the extent that) the sum of (a) the principal payments comprising the Available Funds for the Distribution Date and (b) the Realized Losses, are insufficient to make the necessary reductions of principal on the Class A and Class B Interests, then interest shall be added to the Loan Group’s other interests that are not receiving Principal Relocation Payments, in proportion to their principal balances.

(c) The outstanding aggregate Class A and Class B Interests for all Loan Groups shall not be reduced below 1 percent of the excess of (i) the aggregate outstanding principal balances of all Loan Groups as of the end of the related Prepayment Period over (ii) the Senior Certificates for all Loan Groups as of the related Distribution Date (after taking into account distributions of principal on such Distribution Date).

If (and to the extent that) the limitation in paragraph (c) prevents the distribution of principal to the Class A and Class B Interests of a Loan Group, and if the Loan Group’s Class C Interest has already been reduced to zero, then the excess principal from that Loan Group shall be paid to the Class C Interests of the other Loan Groups, the aggregate Class A and Class B Interests of which are less than one percent of the Group Subordinate Amount. If the Loan Group of a Class C Interest that receives such payment has a weighted average Net Mortgage Rate below the weighted average Net Mortgage Rate of the Loan Group making the payment, then the payment shall be treated by the Subsidiary REMIC as a Realized Loss. Conversely, if the Loan Group of a Class C Interest that receives such payment has a weighted average Net Mortgage Rate above the weighted average Net Mortgage Rate of the Loan Group making the payment, then the payment shall be treated by Subsidiary REMIC as a reimbursement for prior Realized Losses.

The Master REMIC and Certificates

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). Each Certificate, other than the Residual and Class P Certificates, will represent a regular interest in the Master REMIC:

	Initial Class Principal Balance	Pass-Through Rate	Minimum Denomination	Integral Multiples in Excess of Minimum
Class 1-A-1	$ 86,587,000	⁽¹⁾	$ 25,000	$1
Class 1-A-2	$ 6,517,000	⁽¹⁾	$ 25,000	$1
Class 2-A-1	$ 118,149,000	⁽²⁾	$ 25,000	$1
Class 3-A-1	$ 352,665,000	⁽³⁾	$ 25,000	$1
Class 3-A-2	$ 13,284,000	⁽³⁾	$ 25,000	$1
Class 4-A-1	$ 56,260,000	⁽⁴⁾	$ 25,000	$1
Class 4-A-2	$ 2,119,000	⁽⁴⁾	$ 25,000	$1
Class 5-A-1	$ 80,915,000	⁽⁵⁾	$ 25,000	$1
Class 5-A-2	$ 3,048,000	⁽⁵⁾	$ 25,000	$1
Class A-LR ⁽⁹⁾	$ 50	⁽¹⁾	$ 50	N/A
Class A-UR ⁽¹⁰⁾	$ 50	⁽¹⁾	$ 50	N/A
Class B-1	$ 12,676,000	⁽⁶⁾	$ 25,000	$1
Class B-2	$ 5,219,000	⁽⁶⁾	$ 25,000	$1
Class B-3	$ 2,610,000	⁽⁶⁾	$ 25,000	$1
Class B-4	$ 2,237,000	⁽⁶⁾	$ 25,000	$1
Class B-5	$ 1,864,000	⁽⁶⁾	$ 25,000	$1
Class B-6	$ 1,491,297	⁽⁶⁾	$ 25,000	$1
Class P	⁽⁷⁾	N/A	N/A	N/A ⁽⁸⁾

———————

(1)

The Pass-Through Rate for the Class 1-A-1, Class 1-A-2, Class A-LR and Class A-UR Certificates for each Distribution Date will be a per annum rate equal to the weighted average of the Net Mortgage Rates on the Group 1 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances, as of the first day of the related Interest Accrual Period (after taking into account scheduled payments of principal on that date).

(2)

The Pass-Through Rate for the Class 2-A-1 Certificates for each Distribution Date will be a per annum rate equal to the weighted average of the Net Mortgage Rates on the Group 2 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances, as of the first day of the related Interest Accrual Period (after taking into account scheduled payments of principal on that date).

(3)

The Pass-Through Rate for the Class 3-A-1 and Class 3-A-2 Certificates for each Distribution Date will be a per annum rate equal to the weighted average of the Net Mortgage Rates on the Group 3 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances, as of the first day of the related Interest Accrual Period (after taking into account scheduled payments of principal on that date).

(4)

The Pass-Through Rate for the Class 4-A-1 and Class 4-A-2 Certificates for each Distribution Date will be a per annum rate equal to the weighted average of the Net Mortgage Rates on the Group 3 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances, as of the first day of the related Interest Accrual Period (after taking into account scheduled payments of principal on that date).

(5)

The Pass-Through Rate for the Class 5-A-1 and Class 5-A-2 Certificates for each Distribution Date will be a per annum rate equal to the weighted average of the Net Mortgage Rates on the Group 3 Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances, as of the first day of the related Interest Accrual Period (after taking into account scheduled payments of principal on that date).

(6)

The Pass-Through Rate for the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates for each Distribution Date will be a per annum rate equal to the weighted average (weighted on the basis of the portion of the aggregate Class Principal Balance of the Subordinate Certificates attributable to each Loan Group as of the first day of the related Interest Accrual Period (after taking into account scheduled payments of principal on that date)) of the weighted average of the Net Mortgage Rates on the Mortgage Loans in each Loan Group, weighted on the basis of the respective Scheduled Principal Balances, as of the first day of the related Interest Accrual Period (after taking into account scheduled payments of principal on that date).

(7)

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

(8)

The Class P Certificates shall be issued in a minimum percentage interest of 1% and multiple integrals of 1% in excess thereof.

(9)

The Class A-LR Certificates shall be issued by the Subsidiary REMIC and will represent the sole class of residual interest in the Subsidiary REMIC.

(10)

The Class A-UR Certificates shall be issued by the Master REMIC represent the sole class of residual interest in the Master REMIC.

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.

ERISA Restricted Certificates

The Residual Certificates and the Private Certificates.

Group 1 Certificates

The Class 1-A-1, Class 1-A-2, Class A-LR and Class A-UR Certificates.

Group 2 Certificates

The Class 2-A-1 Certificates.

Group 3 Certificates

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

Group 4 Certificates

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

Group 5 Certificates

The Class 5-A-1 and Class 5-A-2 Certificates.

Offered Certificates

All Classes of Certificates other than the Private Certificates.

Physical Certificates

The Private Certificates and the Residual Certificates.

Private Certificates

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

Rating Agencies

S&P and Moody’s.

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 Certificates, Group 2 Certificates, Group 3, Group 4 and Group 5 Certificates.

Subordinate Certificates

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

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 8.12.

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 Class Principal Balance, subject to reduction as provided in Section 4.02(c) and (ii) any Class Unpaid Interest Amounts for such Class.

Additional Disclosure Notification: As set forth in Exhibit S.

Additional Form 10-D Disclosure: As defined in Section 8.12(a)(i).

Additional Form 10-K Disclosure: As defined in Section 8.12(b)(i).

Adjustment Amount: With respect to the Special Hazard Loss Coverage Amount and, with respect to each anniversary of April 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 related Mortgage Loans on the Distribution Date immediately preceding such anniversary, (y) the outstanding principal balance of related 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 related Mortgage Loan which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary.

Adjustment Date: As to each Mortgage Loan, the date on which the Mortgage Rate is adjusted in accordance with the terms of the related Mortgage Note and Mortgage.

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 that 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 all of the Loan Groups.

Aggregate Subordinate Percentage: As of any Distribution Date, the aggregate Class Principal Balance for the Subordinate Certificates immediately prior to such Distribution Date divided by the sum of the Group Pool Principal Balance for all of the Loan Groups.

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

Allocable Share: For any Distribution Date and 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 Class Principal Balance thereof and the denominator of which is the aggregate of the Class Principal Balances of the Subordinate Certificates; provided, that no class of such Subordinate Certificates will be entitled on any Distribution Date to receive distributions pursuant to clauses (ii), (iii) and (iv) of the definition of Subordinate Optimal Principal Amount unless the Class Prepayment Distribution Trigger for that class is satisfied for that Distribution Date; if the Class Prepayment Distribution Trigger is not satisfied for an outstanding class of such Subordinate Certificates, those amounts will be distributable to the remaining classes of such Subordinate Certificates for which the Class Prepayment Distribution Trigger is satisfied, pro rata , according to Certificate Principal Balance.

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 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 pursuant to Section 4.02(a)(i) priority first sub-clause (c).

Amount Available for Group 4 Principal: As to any Distribution Date, Group 4 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 4 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (c).

Amount Available for Group 5 Principal: As to any Distribution Date, Group 5 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 5 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (c).

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

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

Apportioned Subordinate Principal Distribution Amount: With respect to a Class of Subordinate Certificates and any Distribution Date, the product of (i) the Subordinate Principal Distribution Amount and (ii) the applicable Apportionment Fraction.

Apportionment Fraction: With respect to each Class of Subordinate Certificates and for any Distribution Date, in the event that the Class 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 sum of the Subordinate Optimal Principal Amount of the Loan Group (or Groups) related to such Certificate Group (or Groups), 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(i)(a).

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 April 13, 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 Countrywide Home Loans, the Transferor and Mortgage Asset Securitization Transactions, Inc.;

(b)

The Assignment, Assumption and Recognition Agreement, among Wells Fargo Bank, N.A., the Transferor and Mortgage Asset Securitization Transactions, Inc

(c)

The Assignment, Assumption and Recognition Agreement, among Provident Funding Associates, L.P., the Transferor and Mortgage Asset Securitization Transactions, Inc.; and

(d)

The Assignment, Assumption and Recognition Agreement, among PHH Mortgage Corporation, the Transferor and Mortgage Asset Securitization Transactions, Inc.;

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.

Available Funds: With respect to any Certificate Group, the Group 1 Available Funds, the Group 2 Available Funds, the Group 3 Available Funds, the Group 4 Available Funds and the Group 5 Available Funds as the case may be.

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

Bankruptcy Coverage Termination Date: With respect to any Loan 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: As of any Distribution Date, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses relating to the Mortgage Loans since April 1, 2006 and (ii) any permissible reductions in such 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.

Calculation Rate: For each Distribution Date, in the case of the Class A and Class B Interests, the product of (i) 10 and (ii) the weighted average rate of the outstanding Class A and Class B Interests, treating each Class A Interest as capped at zero or reduced by a fixed percentage of 100% of the interest accruing on such Class.

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

Certificate Group: The Group 1 Certificates, Group 2 Certificates, Group 3 Certificates, Group 4 Certificates and Group 5 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 Certificates (other than the 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 Class Principal Balance of a Class of Certificates may be increased up to the amount of Realized Losses previously allocated to such Class, in the event that there is a Recovery on a 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. The Class P Certificates have no Certificate Principal Balance.

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: As specified in Section 8.12(d).

Certification Parties: As defined in Section 8.12.

Certifying Person: As defined in Section 8.12.

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: The sum of (i) any Group 1 Prepayment Charges, (ii) any Group 2 Prepayment Charges, (iii) any Group 3 Prepayment Charges, (iv) any Group 4 Prepayment Charges and (v) any Group 5 Prepayment Charges.

Class Prepayment Distribution Trigger: This trigger is satisfied with respect to any Class of Subordinate Certificates and any Distribution Date, if either (i) the Fractional Interest for such Class with respect to such Distribution Date, equals or exceeds the Fractional Interest for such Class calculated as of the Closing Date or (ii) such Class of Subordinate Certificates is the most senior Class of Subordinate Certificates then outstanding.

Class Principal Balance: With respect to any Class of Certificates (other than 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 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: April 13, 2006.

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

Collection Account: The separate Eligible Account or Accounts created and maintained by the Master Servicer pursuant to Section 3.07 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., in trust for registered holders of MASTR Adjustable Rate Mortgages Trust 2006-2 Mortgage Pass-Through Certificates, Series 2006-2.” 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 any Servicer fails to make its required Compensating Interest payment on any Distribution Date, the Master Servicer will be required to make such Compensating Interest payment to the same extent that such Servicer is required to make such Compensating Interest payment.

Control Person: As defined in Section 8.05.

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 Adjustable Rate Mortgages Trust 2006-2 , , 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 execution of this Agreement is located for certificate transfer purposes at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services - MARM 2006-2, and for all other purposes at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services - MARM 2006-2.

Countrywide: Countrywide Home Loans Servicing LP, and its successors and assigns, in its capacity as Servicer of the Countrywide Mortgage Loans.

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

Countrywide Servicing Agreement: Solely with respect to the Countrywide Mortgage Loans, the Mortgage Loan Purchase and Servicing Agreement, dated as of November 1, 2001, between the Transferor, as purchaser, and Countrywide, as seller and servicer, as further amended by Amendment No. One, dated as of November 15, 2002, as further amended by Amendment No. Two, dated as of August 1, 2003, as further amended by Amendment No. Three, dated as of November 1, 2003, as further amended by Amendment No. Four, dated as of June 22, 2004, as further amended by Amendment No. Five, dated as of November 11, 2004, as amended by Amendment Reg AB, dated as of March 1, 2006 and as the same may be amended from time to time and any assignments and conveyances related to the Countrywide Mortgage Loans.

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 Class Principal Balances of the Subordinate Certificates have been reduced to zero.

Cross-Over Situation: For any Distribution Date and for any Mortgage Pool (after taking into account principal distributions on such Distribution Date) a Cross-Over Situation exists with respect to the Class A and Class B Interests of the Mortgage Pool if such Interests in the aggregate are less than 1% of the Subordinated Portion of the Mortgage Pool.

Custodian: Wells Fargo with respect to those Mortgage Loans for which Wells Fargo is listed under the heading “Custodian” in the Mortgage Loan Schedule.

Cut-off Date: With respect to the Mortgage Loans, April 1, 2006.

Cut-off Date Pool Balance: $745,641,397.00.

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.

DBRS: Dominion Bond Rating Service, Inc. or any successor thereto. If DBRS is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 11.05(b), the address for notices to DBRS shall be 55 Broadway, New York, NY 10006, Attention: RMBS Surveillance-MASTR Adjustable Rate Mortgages Trust 2006-2, or such other address as DBRS may hereafter furnish to each party to this Agreement.

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).

Deleted Mortgage Loan: As defined in Section 2.03 hereof.

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 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.

Distribution Account: The separate Eligible Account created and maintained by the Trust Administrator pursuant to Section 3.07 in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank National Association in trust for registered holders of MASTR Adjustable Rate Mortgages Trust 2006-2 Mortgage Pass-Through Certificates, Series 2006-2.” 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 May 2006.

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

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 segregated trust account or accounts maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trust Administrator.

Eligible Substitute Mortgage Loan: With respect to a Mortgage Loan substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan which must, on the date of such substitution, (i) have a 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 the same index and Periodic Rate Cap as that of the Deleted Mortgage Loan and a gross margin not more than 1% per annum higher or lower than that of the Deleted Mortgage Loan; (v) does not permit conversion of the related interest rate to a fixed interest rate; (vi) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (vii) comply with each representation and warranty set forth in Section 2.03 hereof; (viii) be the same credit grade category as the Deleted Mortgage Loan; (ix) have the same prepayment penalty term; and (x) not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan.

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

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 thereunder.

Excluded Loans: The Mortgage Loans specified on Schedule IV attached hereto.

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 related Group Available Funds, but shall instead be distributed directly to the Holders of the Class A-LR Certificates pursuant to Section 4.02(g) 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: With respect to the Custodian, the certification required to be delivered by such Custodian not more than 90 days after the Closing Date to the Depositor, the Trustee and the Transferor in the form annexed hereto as Exhibit G pursuant to Section 2.02 of this Agreement.

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 Adjustable Rate Mortgages Trust 2006-2 or such other address as Fitch may hereafter furnish to each party to this Agreement.

Form 8-K Disclosure Information: As defined in Section 8.12(c)(i).

Fractional Interest: As to any Distribution Date and each Class of Subordinate Certificates, the fraction (expressed as a percentage), the numerator of which is the aggregate Certificate Principal Balance of such Class and each Class subordinate to such Class, if any, and the denominator of which is the aggregate Scheduled Principal Balance for all Loan Groups.

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

Fraud Loss Coverage Amount: As of the Closing Date, $7,504,334 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, the Fraud Loss Coverage Amount will be reduced as follows: (a) on April 1, 2009, to an amount equal to $3,752,167 less the amount of Fraud Losses that would have been previously allocated to the Subordinate Certificates in the absence of the Loss Allocation Limitation, and April 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.

Grantor Trust: That portion of the Trust, exclusive of each REMIC created hereby that holds the rights of the Class P Certificateholders to 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 on the related Distribution Account Deposit Date, attributable to the Group 1 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 1 Mortgage Loans and net of amounts (i) permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii), (ix)(B), (x) and (xi) of Section 3.10(a), (ii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts permitted to be withdrawn from the Distribution Account pursuant to clauses (i) through (iv) inclusive of Section 3.10(b) each as it relates to the Group 1 Mortgage Loans and (iii) any amounts representing Fair Market Value Excess with respect to a 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 Advances related to the Group 1 Mortgage Loans, and (c) in connection with Deleted Mortgage Loans in Loan Group 1, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 1 Certificates: As specified in the Preliminary Statement.

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

Group 1 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 1 Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 1 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans over (ii) the sum of the Class Principal Balances of the Group 1 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 on the related Distribution Account Deposit Date, attributable to the Group 2 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 2 Mortgage Loans and net of amounts (i) permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii), (ix)(B), (x) and (xi) of Section 3.10(a), (ii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts 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 2 Mortgage Loans and (iii) any amounts representing Fair Market Value Excess with respect to a 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 Advances related to the Group 2 Mortgage Loans, and (c) in connection with Deleted Mortgage Loans in Loan Group 2, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 2 Certificates: As specified in the Preliminary Statement.

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

Group 2 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 2 Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 2 Prepayment Charges: Any prepayment premium, penalty or charge to which the Trust is entitled with respect to Group 2 Mortgage Loans identified on Schedule III attached hereto.

Group 2 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans over (ii) the sum of the Class Principal Balances of the Group 2 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 on the related Distribution Account Deposit Date, attributable to the Group 3 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 3 Mortgage Loans and net of amounts (i) permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii), (ix)(B), (x) and (xi) of Section 3.10(a), (ii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts 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 (iii) 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 Advances related to the Group 3 Mortgage Loans, and (c) in connection with Deleted Mortgage Loans in Loan Group 3, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 3 Certificates: As specified in the Preliminary Statement.

Group 3 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 3 Mortgage Loans.

Group 3 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 3 Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 3 Prepayment Charges: Any prepayment premium, penalty or charge to which the Trust is entitled with respect to Group 3 Mortgage Loans identified on Schedule III attached hereto.

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

Group 4 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 on the related Distribution Account Deposit Date, attributable to the Group 4 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 4 Mortgage Loans and net of amounts (i) permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii), (ix)(B), (x) and (xi) of Section 3.10(a), (ii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts 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 4 Mortgage Loans and (iii) any amounts representing Fair Market Value Excess with respect to a Group 4 Mortgage Loan received in connection with the termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the amount of the Advances related to the Group 4 Mortgage Loans, and (c) in connection with Deleted Mortgage Loans in Loan Group 4, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 4 Certificates: As specified in the Preliminary Statement.

Group 4 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 4 Mortgage Loans.

Group 4 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 3 Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 4 Prepayment Charges: Any prepayment premium, penalty or charge to which the Trust is entitled with respect to Group 4 Mortgage Loans identified on Schedule III attached hereto.

Group 4 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans over (ii) the sum of the Class Principal Balances of the Group 4 Certificates.

Group 5 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 on the related Distribution Account Deposit Date, attributable to the Group 5 Mortgage Loans net of the Amount Held for Future Distribution related to the Group 5 Mortgage Loans and net of amounts (i) permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii), (ix)(B), (x) and (xi) of Section 3.10(a), (ii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts 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 5 Mortgage Loans and (iii) any amounts representing Fair Market Value Excess with respect to a Group 5 Mortgage Loan received in connection with the termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the amount of the Advances related to the Group 5 Mortgage Loans, and (c) in connection with Deleted Mortgage Loans in Loan Group 5, as applicable, the aggregate of the Purchase Prices and Substitution Adjustment Amounts deposited on the related Distribution Account Deposit Date.

Group 5 Certificates: As specified in the Preliminary Statement.

Group 5 Mortgage Loans: Those Mortgage Loans identified on the Mortgage Loan Schedule as Group 5 Mortgage Loans.

Group 5 Pool Principal Balance: As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Group 5 Mortgage Loans that were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Group 5 Prepayment Charges: Any prepayment premium, penalty or charge to which the Trust is entitled with respect to Group 5 Mortgage Loans identified on Schedule III attached hereto.

Group 5 Subordinate Amount: As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of the Group 5 Mortgage Loans over (ii) the sum of the Class Principal Balances of the Group 5 Certificates.

Group Available Funds: Any of the Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds and Group 5 Available Funds, as applicable.

Group Pool Principal Balance: Any of the Group 1 Pool Principal Balance, Group 2 Pool Principal Balance, Group 3 Pool Principal Balance, Group 4 Pool Principal Balance and Group 5 Pool Principal Balance, as applicable.

Group Subordinate Amount: Each of the Group 1 Subordinate Amount, Group 2 Subordinate Amount, Group 3 Subordinate Amount, Group 4 Subordinate Amount and Group 5 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. Independent means when used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any affiliate of such other Person, (b) does not have any material direct or indirect financial interest in such other Person or any affiliate of such other Person, (c) is not connected with such other Person or any affiliate of such other Person as an officer, employee, promoter, underwriter, trust administrator, trustee, partner, director or Person performing similar functions and (d) is not a member of the immediate family of a Person defined clause (b) or (c) above.

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

Initial Bankruptcy Coverage Amount: $100,000.

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

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.

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

Interest Accrual Period: With respect to each Class of Certificates, Subsidiary REMIC Regular Interest 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 April 1, 2006, to and including the last day of such immediately preceding month on the basis of a 360-day year consisting of twelve (12) 30-day months.

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.

Lender-Paid Mortgage Insurance Amount: With respect to any Lender-Paid Mortgage Insurance Loan, the interest portion of each Scheduled Payment that is paid by the related Mortgagor that will be used to pay the monthly premium of the “lender-paid” Primary Insurance Policy on such Lender-Paid Mortgage Insurance Loan, which is calculated by multiplying the Scheduled Principal Balance as of the related date of determination on such Lender-Paid Mortgage Insurance Loan by the applicable Lender-Paid Mortgage Insurance Rate.

Lender-Paid Mortgage Insurance Loan: Each of the Mortgage Loans identified on the Mortgage Loan Schedule as having a Lender-Paid Mortgage Insurance Rate.

Lender-Paid Mortgage Insurance Rate: With respect to any Lender-Paid Mortgage Insurance Loan, a per annum rate equal to the percentage indicated on the Mortgage Loan Schedule under the heading “Lender-Paid Mortgage Insurance Rate.”

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 Group: Each of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 5, as applicable.

Loan Group 1: The Group 1 Mortgage Loans.

Loan Group 2: The Group 2 Mortgage Loans.

Loan Group 3: The Group 3 Mortgage Loans.

Loan Group 4: The Group 4 Mortgage Loans.

Loan Group 5: The Group 5 Mortgage Loans.

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

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 (xxxii) on 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.

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 described in the Preliminary Statement.

Master REMIC Regular Interest: As described in the Preliminary Statement.

Master Servicer: Wells Fargo, in its capacity as Master Servicer hereunder.

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

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

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.

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 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 April 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, and if such rate is subject to change, the date such rate will change and the Servicing Fee Rate applicable thereafter; (25) a code indicating whether the Mortgage Loan is subject to a prepayment penalty and, if so, the term of such prepayment penalty and whether the same shall be a Trust Fund Prepayment Charge; (26) the credit score (or mortgage score) of the Mortgagor; (27) the debt-to-income ratio of the Mortgage Loan; (28) the next Adjustment Date; (29) the lifetime mortgage rate cap; (30) the Periodic Rate Cap; (31) the maximum interest rate; (32) the minimum interest rate; (33) a code indicating if the Mortgage Loan is subject to a “lender-paid” 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, and the Lender-Paid Mortgage Insurance Rate; (34) the date on which the Mortgage Loan was transferred to the Transferor; (35) a code indicating the Loan Group such Mortgage Loan is included in; (36) the initial Servicer; (37) a code indicating the originator of the Mortgage Loan; (38) a code indicating whether the Mortgage Loan is a Cooperative Loan; (39) a code indicating the Custodian; and (40) a code indicating whether such Mortgage Loan is a Home Loan.

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

Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage Rate less (i) the related Servicing Fee Rate and (ii) if applicable, the Lender-Paid Mortgage Insurance Rate.

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

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 a portion of the Trust created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 10.01(a) hereof.

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

Original Subordinate Principal Balance: The aggregate of the Class 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:

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

(ii)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.

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.

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

PCAOB: The Public Company Accounting Oversight Board.

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

Periodic Rate Cap: As to each Mortgage Loan and the related Mortgage Note, the provisions therein that limit permissible increases and decreases in the interest rate of any Mortgage Loan on any Adjustment Date.

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 (as confirmed in writing by the applicable 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 (as confirmed in writing by the applicable 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 (as confirmed in writing by the applicable 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 (as confirmed in writing by the applicable 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 (as confirmed in writing by the applicable 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 confirmed in writing by the applicable 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 at least the highest rating category by each Rating Agency (if so rated by such Rating Agency; provided, however, if S&P is a Rating Agency, then such mutual fund, money market fund, common trust fund or other pooled investment vehicle shall have been rated by S&P); 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 or any State thereof or the District of Columbia, an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the Trust and one or more Persons described in this clause (v) have the authority to control all substantial decisions of the Trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as United States persons) unless such Person has furnished the transferor and the Trust Administrator with a duly completed Internal Revenue Service Form W-8ECI or any applicable successor form, (vi) any Person with respect to whom income on any Residual Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other Person and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC hereunder to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such government unit.

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

PHH: PHH Mortgage Corporation, and its successors and assigns, in its capacity as Servicer of the PHH Mortgage Loans.

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

PHH Servicing Agreement: Solely with respect to the PHH Mortgage Loans, the Amended and Restated Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of November 1, 2003, between the Transferor, as purchaser, and PHH, as seller and servicer, as the same may be amended from time to time.

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.

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

Prepayment Interest Excess: As to any Principal Prepayment received or, in the case of partial Principal Prepayments, applied by the applicable Servicer or the Master Servicer from the first day through the fifteenth day of any calendar month (other than the calendar month in which the Cut-off Date occurs), all amounts paid by the related Mortgagor in respect of interest on such Principal Prepayment.

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, with respect to 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 with respect to any Mortgage Loan.

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.

Principal Relocation Payment: A payment from any Mortgage Pool to Lower-Tier REMIC Regular Interests that correspond to a different Mortgage Pool as provided in the Preliminary Statement. Principal Relocation Payments shall be made of principal allocations comprising the Principal Remittance Amount from a Mortgage Pool.

Private Certificate: As specified in the Preliminary Statement.

Pro Rata Share: As to any Distribution Date and any Mortgage Loan (i) with respect to any Senior Certificate for which such Mortgage Loan is not in the Related Loan Group, zero, and (ii) with respect to each other Class of Senior Certificates as to which such Mortgage Loan is in the Related Loan Group, and each Class of Subordinate Certificates, the ratio that the amount calculated with respect to such Distribution Date for such Class pursuant to clause (i) of the definition of Accrued Certificate Interest (without giving effect to any reduction of such amount pursuant to Section 4.02(c)) bears to the amount calculated with respect to such Distribution Date for all such Classes of Senior Certificates and for all Classes of Subordinate Certificates pursuant to clause (i) of the definition of Accrued Certificate Interest (without giving effect to any reduction of such amount pursuant to Section 4.02(c)); provided, however, that with respect to the calculation in (ii) above, such calculation with respect to the Subordinate Certificates shall be made as though each Class of Subordinate Certificates had a Class Principal Balance equal to its pro rata share (based on Class Principal Balance) of the Group Subordinate Amount for the Group which includes such Mortgage Loan, and provided, further, that, in the event the Pro Rata Share for any Class of Senior Certificates as so calculated exceeds the portion of the Accrued Certificate Interest for such Class in accordance with clause (i) of the definition thereof without adjustment for Section 4.02(c) other than reduction for Net Prepayment Interest Shortfalls, the amount of such excess shall be allocated pro rata to all other Classes of Senior Certificates based on Accrued Certificate Interest pursuant to such clause (i) without adjustment pursuant to Section 4.02(c), and shall be treated as the Pro Rata Share of each such Class.

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 April 12, 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.

Provident: Provident Funding Associates, L.P., and its successors and assigns, in its capacity as Servicer of the Provident Mortgage Loans.

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

Provident Servicing Agreement: Solely with respect to the Provident Mortgage Loans, the Amended and Restated Master Loan Purchase and Servicing Agreement, dated as of March 1, 2006, between the Transferor, as purchaser, and Provident, as seller and servicer, as the same may be amended from time to time.

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, (iii) in the event that such Mortgage Loan is repurchased by the Transferor due to a breach of the representations and warranties listed in clauses (xiii) or (xiv) of Schedule II to this Agreement, any costs and damages incurred by the Trust 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 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 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 from time to time, minus (iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Liquidated Loan. With respect to each Mortgage Loan that 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, the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs.

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

Relevant Servicing Criteria: The Servicing Criteria applicable to each party, as set forth on Exhibit 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 each Servicer, the term Relevant Servicing Criteria may refer to a portion of the Relevant Servicing Criteria applicable to such parties.

Relief Act: The Servicemembers Civil Relief Act, 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 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 8.12.

Reporting Servicer: As defined in Section 8.12(b)(i).

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 Certificates: 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(d).

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

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 the Due Date in the month preceding the month in which such Distribution Date occurs, as specified in the amortization Schedule at the time relating thereto (before any adjustment to such amortization Schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous partial Principal Prepayments and Liquidation Proceeds allocable to principal received during the Prepayment Period for the prior Distribution Date (other than with respect to any Liquidated 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: The Distribution Date on which the respective Class Principal Balances of the Senior Certificates have each been reduced to zero.

Senior Optimal Principal Amount: For any Distribution Date and any Loan Group, the sum for all Mortgage Loans in such Loan Group of (i) the Senior Percentage related to such Group 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 to the extent 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 related to such Loan received with respect to such Distribution Date and (d) any Liquidation Proceeds (including Insurance Proceeds) allocable to recoveries of principal of any Mortgage Loan related to such Loan Group that is not yet a Liquidated Loan, received during the calendar month preceding the month of such Distribution Date, (ii) with respect to each such Mortgage Loan in such Loan Group that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (a) the Senior Percentage related to such Group of the Scheduled Principal Balance of such Mortgage Loan, and (b) either (A) the Senior Prepayment Percentage related to such Group of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, or (B) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage related to such Group of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, (iii) the Senior Prepayment Percentage related to such Group of the sum of (a) all Principal Prepayments in Full of Mortgage Loans in such Loan Group received during the related Prepayment Period and (b) all partial Principal Prepayments of Mortgage Loans in such Loan Group and 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 related to such Group of the Recoveries for such Loan 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 principal portion of such Bankruptcy Loss.

Senior Percentage: With respect to any Certificate Group and any Distribution Date, the lesser of (i) 100% and (ii) the percentage obtained by dividing (a) the aggregate Certificate Principal Balances of all the Senior Certificates in the related Certificate Group immediately preceding such Distribution Date by (b) the sum of (1) the aggregate Certificate Principal Balances of all the Senior Certificates in the related Certificate Group and (2) the Group Subordinate Amount for the related Certificate Group, in both cases immediately preceding such Distribution Date.

Senior Prepayment Percentage: With respect to any Certificate Group and any Distribution Date, the percentages (not exceeding 100%) set forth in the following table:

Distribution Date Occurring	Senior Prepayment Percentage
May 2006 through April 2013	100%
May 2013 through April 2014	Senior Percentage of such Certificate Group plus 70% of the related Subordinate Percentage
May 2014 through April 2015	Senior Percentage of such Certificate Group plus 60% of the related Subordinate Percentage
May 2015 through April 2016	Senior Percentage of such Certificate Group plus 40% of the related Subordinate Percentage
May 2016 through April 2017	Senior Percentage of such Certificate Group plus 20% of the related Subordinate Percentage
May 2017 and thereafter	Senior Percentage of such Certificate Group

provided, however, (i) if on any Distribution Date the Senior Percentage for such Certificate Group exceeds the initial Senior Percentage for such Certificate Group, the Senior Prepayment Percentage for all Groups for such Distribution Date will equal 100%, (ii) if on any Distribution Date on or before the Distribution Date in April 2009, prior to giving effect to any distributions on such Distribution Date, the Aggregate Subordinate Percentage for such Distribution Date is greater than or equal to twice the initial Aggregate Subordinate Percentage, then the Senior Prepayment Percentage for such Certificate Group for such Distribution Date will equal the Senior Percentage for such Certificate Group plus 50% of the Subordinate Percentage for such Certificate Group and (iii) if on any Distribution Date on or after the Distribution Date in May 2009, prior to giving effect to any distributions on such Distribution Date, the Aggregate Subordinate Percentage for such Distribution Date is greater than or equal to twice the initial Aggregate Subordinate Percentage, then the Senior Prepayment Percentage for such Certificate Group for such Distribution Date will equal the Senior Percentage for such Certificate Group. Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage for a Certificate Group will occur unless both of the Senior Step Down Conditions are satisfied.

Senior Step Down Conditions: As of the last day of the month preceding the applicable Distribution Date as to which any decrease in the Senior Prepayment Percentage applies, (i) the aggregate Scheduled Principal Balance of all 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 Class Principal Balance of the Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to the Mortgage Loans do not exceed (a) with respect to the Distribution Dates occurring between and including May 2006 and April 2009, 20% of the Original Subordinate Principal Balance, (b) with respect to the Distribution Date on or after May 2009, 30% of the Original Subordinate Principal Balance.

Servicer: Each of Countrywide, Wells Fargo, PHH and Provident, 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:

the Countrywide Servicing Agreement;

the Provident Servicing Agreement;

the Wells Fargo Servicing Agreement; and

the PHH Servicing Agreement.

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 Sub-Servicer or Subcontractor of a Servicer, the Master Servicer, the Custodian or the Securities Administrator, respectively.

Similar Law: As defined in Section 5.02(b) hereof.

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 any Distribution Date, $4,077,142 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 Adjustment Amount as of the most recent anniversary of April 1, 2006. As of any Distribution Date after the Cross-Over Date, the Special Hazard Loss Coverage Amount for such Subordinate Certificates 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 Standard & Poor’s LEVELS® Glossary.

Startup Day: The Closing Date.

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.

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

Subordinate Certificates: As specified in the Preliminary Statement.

Subordinate Certificates Fractional Interest Test: This test is satisfied with respect to a Class of Subordinate Certificates and any Distribution Date if (a) on any Distribution Date on or prior to the Distribution Date in April 2017, the Fractional Interest of such Class is greater than or equal to twice its Fractional Interest on the Closing Date and (b) the Senior Prepayment Percentage for such Distribution Date is determined in accordance with clause (ii) or (iii) of the proviso in the definition of “Senior Prepayment Percentage.”

Subordinate Optimal Principal Amount: For any Distribution Date and any Loan Group, the sum for each Mortgage Loan in such Loan Group of (i) the Subordinate Percentage 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 to the extent 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 related to such Loan Group received with respect to such Distribution Date, (d) any Liquidation Proceeds (including Insurance Proceeds) allocable to recoveries of principal of Mortgage Loans related to such Loan Group that are not yet Liquidated Loans, received during the calendar month preceding the month of such Distribution Date, (ii) with respect to each Mortgage Loan in such Loan Group that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the portion 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” for such Distribution Date, (iii) the Subordinate Prepayment Percentage of the sum of (a) all Principal Prepayments in Full of Mortgage Loans in such Loan Group received during the related Prepayment Period and (b) all partial Principal Prepayments of Mortgage Loans in such Loan Group and 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 related to such Group of the Recoveries 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 in such Loan 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 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 such Certificate Group will equal 100%.

Subordinate Principal Distribution Amount: With respect to the Subordinate Certificates, the aggregate amount that would be payable as principal on such Subordinate Certificates from Available Funds for the Loan Groups in the aggregate, after application of Available Funds for each such Loan Group (i) to make payments on the related Senior Certificates in accordance with Section 4.02(a)(i) items first and second and Section 4.02(e) and (ii) to make payments of Accrued Certificate Interest to the Subordinate Certificates in accordance with Section 4.02(a)(ii).

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

Subsidiary REMIC: As described in the Preliminary Statement.

Subsidiary REMIC Interest: As described in the Preliminary Statement.

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

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

Tax Matters Person: The Holder of (i) the Class A-LR and (ii) the Class A-UR Certificates designated as “tax matters person” of (x) the Subsidiary REMIC and (y) the Master REMIC, respectively, in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.

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: As defined in Section 2.01(c).

Trust Administrator: Wells Fargo, in its capacity as Trust Administrator.

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

Trust Fund: The corpus of the trust created hereunder consisting of (i) the Mortgage Loan Purchase Agreement, 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 the servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by the applicable Servicers (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); (ii) 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; (iii) the Collection Account and the Distribution Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (iv) property that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; and (v) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing.

Trust Fund Prepayment Charges: The sum of (i) any Group 2 Prepayment Charges and (ii) any Group 3 Prepayment Charges.

Trustee: U.S. Bank National Association, a banking association organized under the laws of the United States, and its successors and, if a successor trustee is appointed hereunder, such successor.

Undercollateralized Group: Any Certificate Group, as to which, on any Distribution Date, the aggregate Class Principal Balance of the Senior Certificates related to such Certificate Group of which (after giving effect to distributions to be made on such Distribution Date) is greater than the Group Pool Principal Balance of the related Loan 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 that is allocated to any Certificate. As of any date of determination, (a) 1% of all Voting Rights shall be allocated to the Class P Certificates and (b) the remaining Voting Rights 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. The Voting Rights allocated to a Class of Certificates will be allocated among all Holders of that Class in proportion to the respective outstanding Certificate Principal Balances, or Percentage Interest, of those Certificates.

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

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

Wells Fargo Servicing Agreement: Solely with respect to the Wells Fargo Mortgage Loans, the Seller’s Warranties and Servicing Agreement, dated as of February 1, 2006, between the Transferor, as purchaser and Wells Fargo, as seller and as servicer, as the same may be amended from time to time, and any assignments and conveyances related to the Wells Fargo Mortgage Loans.

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.

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 together with all rights assigned by the Transferor to the Depositor, pursuant to the Mortgage Loan Purchase Agreement, solely with respect to the Mortgage Loans, and, solely with respect to the Mortgage Loans, all of the Transferor’s right, title and interest in and to the Servicing 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 each Servicer (in its capacity as loan seller 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). 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 blank (except with respect to MERS designated Mortgage Loans) together with, except as provided below, all interim recorded assignments of such mortgage (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect 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, if any;

(E)

copies of the original UCC 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 (e) above showing an unbroken chain of title from the originator to the Trust, each with evidence of recording thereof, evidencing the interest of the assignee under the Security Agreement and the Assignment of Proprietary Lease;

(G)

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

(H)

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

If an assignment of Mortgage is to be recorded, the Depositor shall cause the Mortgage to be assigned to “U.S. Bank National Association, in trust for the MASTR Adjustable Rate Mortgages Trust 2006-2 for the benefit of the Holders of the Mortgage Pass-Through Certificates, Series 2006-2” and, subject to Section 2.02, the Master Servicer (or if the Master Servicer is the Servicer, the Trustee upon receipt of written notice) 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 for the date hereof, recordation is not required in any state by either Rating Agency to obtain the initial rating on the Certificates (upon which statement the Master Servicer, the Trustee and the Custodian may conclusively rely).

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

(c)

The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “MASTR Adjustable Rate Mortgages Trust 2006-2” and U.S. Bank National Association, is hereby appointed as Trustee in accordance with the provisions of this Agreement.

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 in the form annexed hereto as Exhibit F, and declares that it holds and will hold such documents and the other documents delivered to it constituting the related Mortgage Files, and the Custodian and the 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 F. 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 F 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 G, 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 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 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 the Final Certification from the Custodian, the Trustee shall notify the Transferor of any document defects listed as exceptions in each such Final Certification. The Transferor shall promptly correct or cure such document defects, and if the Transferor fails to correct or cure the defect within ninety (90) days of the earlier of its discovery or its receipt of written notice of any document constituting a part of a Mortgage File that does not meet the requirements of Section 2.01, and such defect materially and adversely affects the interests of the Certificateholders 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 L. 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 Trust Administrator, 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 representation and warranties set forth on Schedule II hereto that 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, the Trustee or the Trust Administrator that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein, notwithstanding the Transferor’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty.

Upon discovery by any of the Depositor, the Transferor, the Master Servicer, the Trust Administrator or the Custodian of a breach of a representation or warranty made by the Transferor pursuant to this Section 2.03 that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties and the Trustee. Notwithstanding the foregoing, (i) a breach which causes a Mortgage Loan not to constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, or (ii) a breach of any of the representations and warranties set forth in clauses (xiv), (xxxv), (xxxvi), (xxxvii), (xxxviii), (xxxix) and (xl) of Schedule II, in each case, 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. 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 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, the Custodian shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Transferor and the Trustee shall execute and deliver at the Transferor’s direction such instruments of transfer or assignment prepared by the Transferor, without recourse, representation or warranty, as shall be necessary to vest title in the Transferor, as applicable, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

For any month in which the Transferor substitutes one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate 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 L 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 Execution and Delivery of Certificates. The Trustee acknowledges the transfer and assignment to it of the assets of the Trust Fund related to the Mortgage Loans and acknowledges the issuance of the Subsidiary REMIC Regular Interests and the Class A-LR Certificate. The Trustee further acknowledges the transfer and assignment of the Master REMIC Regular Interests represented by the Regular Certificates, and the issuance of the Class A-UR Certificate and concurrently with such transfer and assignment, the Trust Administrator on behalf of the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class P Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Grantor Trust. The Trustee agrees to hold the Trust Fund and the Subsidiary REMIC Regular Interests and the Master REMIC Regular Interests represented by the Regular Certificates 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 2.06 REMIC Matters. The Preliminary Statement sets forth the designations as “regular interests” or “residual interests” and “latest possible maturity date” for federal income tax purposes of all interests created hereby. The “Startup Day” for purposes of the REMIC Provisions shall be the Closing Date. Each REMIC shall have the calendar year as its fiscal year and shall use the accrual method of accounting.

Section 2.07 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 (or if the Master Servicer is the Servicer, the Trustee upon receipt of written notice) 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 2.08 Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Depositor, the Custodian and the Trustee, 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 2.09 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)

Such 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 such 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)

Such 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 such 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 such Custodian, enforceable against such 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 therefore may be brought.

(c)

The execution and delivery of this Agreement by such 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 such Custodian and will not (i) result in a material breach of any term or provision of the articles of incorporation or by-laws of such 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 such 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 such Custodian of any court, regulatory body, administrative agency or governmental body having jurisdiction over such Custodian; and such 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 such Custodian’s ability to perform or meet any of its obligations under this Agreement.

(d)

No litigation is pending or, to the knowledge of such Custodian, threatened against such Custodian that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of such 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 such Custodian of, or compliance by such Custodian with, this Agreement or the consummation of the transactions contemplated thereby, or if any such consent, approval, authorization or order is required, such 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 sentence, 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 (or if the Master Servicer is the Servicer, the Trustee upon receipt of written notice) require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreement.

(e)

If the Master Servic

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