POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

You are currently viewing:

This Pooling and Servicing Agreement involves

MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC | UBS REAL ESTATE SECURITIES INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 1/5/2007

POOLING AND SERVICING AGREEMENT, Parties: mortgage asset securitization transactions inc , ubs real estate securities inc

EXECUTION VERSION

MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,
Depositor

UBS REAL ESTATE SECURITIES INC.,
TRANSFEROR

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

U.S. BANK NATIONAL ASSOCIATION,
Trustee

POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006

TBW MORTGAGE-BACKED TRUST 2006-6

MORTGAGE PASS-THROUGH CERTIFICATES, Series 2006-6

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.01. Definitions.

Section 1.02. Certain Calculations.

Section 1.03. Rights of the NIMS Insurer.

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. [Reserved].

Section 2.06. Execution and Delivery of Certificates.

Section 2.07. REMIC Matters.

Section 2.08. Covenants of the Master Servicer.

Section 2.09. Representations and Warranties of the Master Servicer.

ARTICLE III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS

Section 3.01. Master Servicing of Mortgage Loans.

Section 3.02. Monitoring of Servicer.

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; Cap Account; Class P Reserve Fund.

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, the Distribution

Account the Cap Account and the Class P Reserve Fund.

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.

Section 3.24. Cap Contract.

ARTICLE IV DISTRIBUTIONS AND SERVICING ADVANCES

Section 4.01. Advances.

Section 4.02. Priorities of Distributions on the Certificates.

Section 4.03. No Loss Allocation/Sequential Pay Trigger.

Section 4.04. Distribution Date Statements to Certificateholders.

Section 4.05. [Reserved].

Section 4.06. Supplemental Interest Trust.

Section 4.07. Distributions from the Cap Account.

Section 4.08. Determination of LIBOR.

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 AND THE MASTER SERVICER

Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.

Section 6.02. Merger or Consolidation of the Depositor and the Master Servicer.

Section 6.03. Limitation on Liability of the Depositor, the NIMS Insurer, the

Transferor, the Master Servicer and Others.

Section 6.04. Limitation on Resignation of Master Servicer.

Section 6.05. Sale and Assignment of Master Servicing Rights.

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.

100

Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.

102

Section 8.04. Trustee May Own Certificates.

102

Section 8.05. Trustee’s Fees and Expenses.

102

Section 8.06. Eligibility Requirements for Trustee.

103

Section 8.07. Resignation and Removal of Trustee.

103

Section 8.08. Successor Trustee.

104

Section 8.09. Merger or Consolidation of Trustee.

105

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

105

ARTICLE IX CONCERNING THE TRUST ADMINISTRATOR

106

Section 9.01. Duties of Trust Administrator.

106

Section 9.02. Certain Matters Affecting the Trust Administrator.

107

Section 9.03. Trust Administrator Not Liable for Certificates or Mortgage Loans.

109

Section 9.04. Trust Administrator May Own Certificates.

110

Section 9.05. Trust Administrator’s Fees and Expenses.

110

Section 9.06. Eligibility Requirements for Trust Administrator.

110

Section 9.07. Resignation and Removal of Trust Administrator.

111

Section 9.08. Successor Trust Administrator.

113

Section 9.09. Merger or Consolidation of Trust Administrator.

113

Section 9.10. [Reserved].

114

Section 9.11. Tax Matters.

114

Section 9.12. Periodic Filing.

117

ARTICLE X TERMINATION

124

Section 10.01. Termination upon Liquidation or Purchase of Mortgage Loans

124

Section 10.02. Additional Termination Requirements.

128

ARTICLE XI MISCELLANEOUS PROVISIONS

129

Section 11.01. Amendment.

129

Section 11.02. Recordation of Agreement; Counterparts.

131

Section 11.03. Governing Law.

131

Section 11.04. Intention of Parties.

131

Section 11.05. Notices.

132

Section 11.06. Severability of Provisions.

133

Section 11.07. Assignment.

133

Section 11.08. Limitation on Rights of Certificateholders.

133

Section 11.09. Inspection and Audit Rights.

134

Section 11.10. Certificates Nonassessable and Fully Paid.

135

Section 11.11. Compliance With Regulation AB

135

Section 11.12. Third Party Rights.

135

ARTICLE XII CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER

135

Section 12.01. Exercise of Voting Rights of Holder of the Insured Certificates.

135

Section 12.02. Trustee and Trust Administrator to Act Solely with Consent of

Certificate Insurer.

136

Section 12.03. Trust Fund and Accounts Held for Benefit of Certificate Insurer.

136

Section 12.04. Claims Upon the Certificate Insurance Policies; Policy Payments

Account.

136

Section 12.05. Effect of Payments by Certificate Insurer; Subrogation.

140

Section 12.06. Trust Administrator to Hold the Certificate Insurance Policies.

140

Section 12.07. Termination of Certain of Certificate Insurer’s Rights.

141

Section 12.08. Survival of Indemnification.

141

SCHEDULES

Schedule I

Mortgage Loan Schedule

Schedule II

Representations and Warranties as to the Mortgage Loans

Schedule III

Cap Contract Schedule

Schedule IV

Class P Prepayment Charges Mortgage Loan Schedule

EXHIBITS

Exhibit A:

Form of Senior Certificate

A-1

Exhibit B:

Form of Mezzanine Certificate

B-1

Exhibit C:

[Reserved]

C-1

Exhibit D-1:

Form of Class C Certificate

D-1-1

Exhibit D-2:

Form of Class P Certificate

D-2-1

Exhibit D-3:

Form of Class R Certificate

D-3-1

Exhibit E-1:

[Reserved]

E-1-1

Exhibit E-2:

[Reserved]

E-2-1

Exhibit F:

Form of Reverse of Certificates

F-1

Exhibit G:

[Reserved]

G-1

Exhibit H:

[Reserved]

H-1

Exhibit I:

Form of Class R Transfer Affidavit

I-1

Exhibit J:

Form of Transferor Certificate

J-1

Exhibit K:

Form of Investment Letter (Non Rule 144A)

K-1

Exhibit L:

Form of Rule 144A Letter

L-1

Exhibit M:

Form of Request for Release of Documents

M-1

Exhibit N:

Form of Sarbanes-Oxley Certification

N-1

Exhibit O:

Form of Cap Contract

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:

[Reserved]

W-1

Exhibit X:

Assessments of Compliance and Attestation Reports Servicing Criteria

X-1

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

W I T N E S S E T H T H A T

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. As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the right to receive and the obligation to pay Net Rate Carryover to the extent such amounts would result in the payment of interest reflecting an interest rate exceeding the REMIC Maximum Rate, (ii) the Cap Contract (iii) the Cap Account, and (v) the Supplemental Interest Trust (collectively, the “Excluded Trust Assets”) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative the “Subsidiary REMIC,” and the “Master REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections.

Each Certificate, other than the Class R Certificates, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class R, Class P and Class C Certificates, represents the right to receive certain payments reflecting an interest rate greater than the REMIC Maximum Rate to the extent provided herein. The Class R Certificate represents ownership of the sole Class of residual interest in each of the Subsidiary REMIC and the Master REMIC for purposes of the REMIC Provisions.

The Master REMIC shall hold as its assets the Class P Reserve Fund and the uncertificated interests in the Subsidiary REMIC, other than the LT-R interest, and each such interest is hereby designated as a regular interest in the Subsidiary REMIC. The Subsidiary REMIC shall hold as its assets the property of the Trust Fund other than the interests in the Subsidiary REMIC, and the Excluded Trust Assets.

The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

Subsidiary REMIC:

The following table sets forth the designations, principal balances and interest rates for each interest in the Subsidiary REMIC, each of which (other than the LT-R interest) is hereby designated as a regular interest in the Subsidiary REMIC (the “Subsidiary REMIC Regular Interests”):

Designation	Interest Rate	Initial Principal Amount	Corresponding Class of Certificates
LT-A1	(1)	(2)	A-1
LT-A2A	(1)	(2)	A-2A
LT-A2B	(1)	(2)	A-2B
LT-A3	(1)	(2)	A-3
LT-A4	(1)	(2)	A-4
LT-A5A	(1)	(2)	A-5A
LT-A5B	(1)	(2)	A-5B
LT-A6A	(1)	(2)	A-6A
LT-A6B	(1)	(2)	A-6B
LT-M1	(1)	(2)	M-1
LT-M2	(1)	(2)	M-2
LT-M3	(1)	(2)	M-3
LT-M4	(1)	(2)	M-4
LT-M5	(1)	(2)	M-5
LT-M6	(1)	(2)	M-6
LT-M7	(1)	(2)	M-7
LT-M8	(1)	(2)	M-8
LT-M9	(1)	(2)	M-9
LT-Q	(1)	(3)	N/A
LT-R	(4)	(4)	N/A

(1)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Subsidiary REMIC Regular Interests is a per annum rate equal to the Net WAC.

(2)

This interest shall have an initial principal balance equal to one half of the Original Certificate Principal Balance of its Corresponding Class of Certificates.

(3)

This interest shall have an initial principal balance amount equal to the excess of (i) the aggregate Pool Balance as of the Cut-off Date, over (ii) the aggregate initial class principal amount of each other regular interest in the Subsidiary REMIC.

(4)

The LT-R Interest is the sole Class of residual interest in the Subsidiary REMIC. It does not have an interest rate or a principal balance.

On each Distribution Date, interest shall be distributed on the interests in the Subsidiary REMIC based on the above-described interest rates, except that interest shall be deferred on the LT-Q Interest to the extent necessary to make the principal distributions described below.

On each Distribution Date, principal shall be distributed, and Realized Losses shall be allocated, among the interests in the Subsidiary REMIC as follows:

(i)

first, concurrently to each Subsidiary REMIC Regular Interest with a Corresponding Class of Certificates until the principal balance of each such Subsidiary REMIC Regular Interest equals 50% of the Class Principal Balance of the Corresponding Class of Certificates for immediately after such Distribution Date; and

(ii)

second, to the LT-Q Interest.

On each Distribution Date, the Trust Administrator shall distribute the Class P Prepayment Charges with respect to the Mortgage Loans to the LT-Q Interest.

Master REMIC

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Subsidiary REMIC Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as the “Master REMIC.” The Master REMIC shall also issue the Class R-II Interest, which shall evidence the sole class of “residual interests” in the Master REMIC for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Pass-Through Rate, and the initial aggregate Certificate Principal Balance for the indicated Class of Certificates.

Designation	Pass-Through Rate(6)	Initial Aggregate Certificate Principal Balance ($)	Latest Possible Maturity Date(1)
Class A-1	Variable ⁽²⁾	217,730,000	January 25, 2037
Class A-2A	Variable ⁽²⁾	71,711,000	January 25, 2037
Class A-2B	5.66% ⁽³⁾	41,848,000	January 25, 2037
Class A-3	5.75% ⁽³⁾	42,465,000	January 25, 2037
Class A-4	5.92% ⁽³⁾	58,322,000	January 25, 2037
Class A-5A	5.96% ⁽³⁾	35,580,000	January 25, 2037
Class A-5B	6.04% ⁽³⁾	20,000,000	January 25, 2037
Class A-6A	5.63% ⁽³⁾	49,350,000	January 25, 2037
Class A-6B	5.78% ⁽³⁾	7,820,000	January 25, 2037
Class M-1	6.08% ⁽³⁾	8,289,000	January 25, 2037
Class M-2	6.13% ⁽³⁾	3,716,000	January 25, 2037
Class M-3	6.17% ⁽³⁾	2,000,000	January 25, 2037
Class M-4	6.22% ⁽³⁾	2,000,000	January 25, 2037
Class M-5	6.27% ⁽³⁾	2,000,000	January 25, 2037
Class M-6	6.37% ⁽³⁾	2,000,000	January 25, 2037
Class M-7	6.40% ⁽³⁾	2,000,000	January 25, 2037
Class M-8	6.40% ⁽³⁾	2,000,000	January 25, 2037
Class M-9	6.40% ⁽³⁾	2,865,000	January 25, 2037
Class C	(4)		January 25, 2037
Class P	N/A(5)	$ 100	January 25, 2037

_______________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Latest Possible Maturity Date has been designated as the “latest possible maturity date” for each Class of Certificates.

(2)

The Pass-Through Rate on any Distribution Date with respect to the Class A-1 and Class A-2A Certificates will be a per annum rate equal to the lesser of (i) One Month LIBOR for the related Accrual Period plus the related Certificate Margin for that Distribution Date and (ii) the related Net Rate Cap.

(3)

The Pass-Through Rate on any Distribution Date with respect to the Class A-2B, Class A-3, Class A-4, Class A-5A, Class A-5B, Class A-6A, Class A-6B, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates will be a per annum rate equal to the lesser of (i) the fixed rate for the related Accrual Period and (ii) the related Net Rate Cap. After the first possible optional termination date, if the optional termination is not exercised, the fixed rate for each class of certificates will increase by 0.50%.

(4)

The Class C Certificates will accrue interest at its variable Pass-Through Rate on the Notional Amount of the Class C Certificates outstanding from time to time. For purposes of the REMIC Provisions, Class C Certificates shall have an initial principal balance of $42.70, and the right to receive distributions of such amount represents a regular interest in the Master REMIC. The Class C Certificates shall also comprise a notional component, which represents a regular interest in the Master REMIC. Such component has a notional balance that will at all times equal the aggregate of the Class Principal Amounts of the REMIC Regular Interests, and, for each Distribution Date (and the related Accrual Period) this notional component shall bear interest at a per annum rate equal to the excess, if any, of (i) the weighted average of the interest rates on the Subsidiary REMIC Regular Interests, over (ii) the Adjusted WAC.

(5)

The Class P Certificates will not accrue interest. The Class P Certificates shall be entitled to Class P Prepayment Charges collected with respect to the Mortgage Loans.

(6)

For purposes of the REMIC Provisions, the maximum rate of interest payable on the regular interest evidenced by this Certificate shall not exceed the REMIC Maximum Rate.

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

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

Adjustable Rate Certificates

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

Book-Entry Certificates

All Classes of Offered Certificates.

ERISA-Restricted Certificates

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

ERISA-Restricted Cap Certificates

The Offered Certificates.

Fixed Rate Certificates

The Class A-2B, Class A-3, Class A-4, Class A-5A, Class A-5B, Class A-6A and Class A-6B Certificates and the Mezzanine Certificates.

Mezzanine Certificates

The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.

Offered Certificates

The Senior Certificates and Mezzanine Certificates.

Physical Certificates

The Class C Certificates, Class P Certificates and Residual Certificates.

Private Certificates

The Class P Certificates and Class C Certificates.

Rating Agencies

Moody’s and S&P.

Regular Certificates

All Classes of Certificates, other than the Residual Certificates.

Residual Certificates

The Class R Certificates.

Senior Certificates

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

Subordinate Certificates

The Mezzanine Certificates and the Class C 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 9.12.

Account Property : All amounts and investments held from time to time in a Securities Account (whether in the form of deposit accounts, physical property, book-entry securities, uncertificated securities, securities entitlements, investment property or otherwise), and all proceeds of the foregoing.

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

Accrual Period : With respect to any Distribution Date and the Fixed Rate Certificates, the calendar month preceding the month in which such Distribution Date occurs (calculated on a 30/360 day basis). With respect to the first Distribution Date and the Adjustable Rate Certificates, the period from the Closing Date to (but excluding) the first Distribution Date (calculated on an actual/360 day basis). With respect to each Distribution Date thereafter and the Adjustable Rate Certificates, from the prior Distribution Date to (but excluding) the current Distribution Date (calculated on an actual/360 day basis).

Additional Disclosure Notification : As set forth in Exhibit S.

Additional Form 10-D Disclosure : As defined in Section 9.12(a)(i).

Additional Form 10-K Disclosure : As defined in Section 9.12(b)(i).

Adjusted WAC : For any Distribution Date (and the related Accrual Period), an amount equal to (i) two, multiplied by (ii) the weighted average of the interest rates for such Distribution Date for the Subsidiary REMIC Regular Interests (other than any interest only regular interest), weighted in proportion to their class principal amounts as of the beginning of the related Accrual Period and computed by subjecting the rate on each Subsidiary REMIC Regular Interest that does not correspond to a Class of Certificates to a cap of 0.00%, and by subjecting the rate on each remaining such Subsidiary REMIC Regular Interest to a cap that corresponds to the Pass-Through Rate for the Corresponding Class of Certificates, provided, however , that for each Class of Adjustable Rate Certificates, the Pass-Through Rate shall be multiplied by an amount equal to (a) the actual number of days in the Accrual Period, divided by (b) 30.

Advance : An advance of principal or interest required to be made by the Servicer pursuant to the 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.

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

Allocated Realized Loss Amount: With respect to any Distribution Date, the amount, if any, by which the aggregate Class Principal Balance of all Classes of Certificates (after all distributions of principal on such Distribution Date) exceeds the aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date in the month of such Distribution Date.

Amount Held for Future Distribution : As to any related Distribution Date and any Mortgage Loan, 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 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).

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

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

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

Assignment Agreement : The Reconstituted Servicing Agreement, dated as of December 21, 2006, between TBW and the Depositor, whereby the Servicing Agreement with respect to the Mortgage Loans was assigned to the Depositor and the Trustee for the benefit of the Certificateholders and the Certificate Insurer.

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

Auction Initiator : The Class C Certificateholder; provided, that if the Class C Certificateholder has not exercised its rights to initiate an auction under Section 10.01 on any date on which the Class C Certificateholder is entitled to do so, and the Master Servicer has not exercised its termination rights under Section 10.01 on any date on which the Master Servicer is entitled to do so, the Auction Initiator shall be the Certificate Insurer.

Auction Date : As defined in Section 10.01(b).

Auction Purchaser : As defined in Section 10.01(b).

Auction Sale Price : As defined in Section 10.01(b).

Available Funds : As to any Distribution Date, the sum of (a) the Interest Remittance Amount for that Distribution Date and (b) the Principal Remittance Amount for that Distribution Date.

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

Basic Principal Distribution Amount : With respect to each Distribution Date, the lesser of:

(a)

the aggregate Class Principal Balance of the Senior and Mezzanine Certificates immediately prior to such Distribution Date, and

(b)

the excess, if any, of (a) the Principal Remittance Amount for such Distribution Date over (b) the Overcollateralization Release Amount for such Distribution Date.

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.

Cap Account : A segregated trust account established and maintained by the Trust Administrator pursuant to 3.07(i) of this agreement in which payments received under the Cap Contract from the Cap Provider will be deposited.

Cap Contract : The cap contract between the Cap Provider and the Supplemental Interest Trust Trustee relating to the Certificates in the form attached hereto as Exhibit O.

Cap Contract Termination Date: The Distribution Date in February 2011.

Cap Provider : Bear Stearns Financial Products Inc.

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 F.

Certificate Insurance Policies : The Financial Guaranty Insurance Policy Nos. 490230 and 490240 issued by the Certificate Insurer in respect of the Insured Certificates, including any endorsements thereto.

Certificate Insurer : MBIA Insurance Corporation, a New York stock insurance company, and its successors in interest.

Certificate Insurer Default: As defined in Section 12.01.

Certificate Insurer Fee Rate: 0.07% per annum.

Certificate Insurer Reimbursement Amount : With respect to any Distribution Date, any amount owing to the Certificate Insurer under Section 4.02 or 4.07 for reimbursement, with interest, for claims paid with respect to the Class A-4 or Class A-5A Certificates under the Certificate Insurance Policies and any other amounts owing to the Certificate Insurer under the Insurance Agreement and remaining unpaid for such Distribution Date.

Certificate Margin : The certificate margin with respect to each Class of Adjustable Rate Certificates will be as set forth below:

	Margin
Class	(1)	(2)
A-1	0.11%	0.22%
A-2A	0.18%	0.36%

(1)

For each Distribution Date through and including the Optional Termination Date.

(2)

For each Distribution Date after the Optional Termination Date.

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

Certificate Principal Balance : With respect to any Certificate (other than the Class C Certificates) at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled under this Agreement, such amount being equal to the Denomination of that Certificate (A) plus, with respect to the Mezzanine Certificates, any increase to the Certificate Principal Balance of such Certificate pursuant to Section 4.02 due to the receipt of Subsequent Recoveries and (B) minus the sum of (i) all distributions of principal previously made with respect to that Certificate, (ii) with respect to the Mezzanine Certificates, any Allocated Realized Loss Amounts allocated to such Certificate on previous Distribution Dates pursuant to Section 4.02(c) without duplication and (iii) with respect to the Class A-4 and Class A-5A Certificates, the amount of any payments under the related Certificate Insurance Policy relating to principal; provided , however , that solely for purposes of determining the Premium Distribution Amount payable to the Certificate Insurer and the Certificate Insurer’s rights as subrogee to the Holders of the Insured Certificates, the Certificate Principal Balance of any Insured Certificate shall be deemed not to be reduced by any principal amounts paid to the Holder thereof from payments made by the Certificate Insurer under the Certificate Insurance Policies, unless such amounts have been reimbursed to the Certificate Insurer pursuant to Section 4.02. With respect to each Class C Certificate as of any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Uncertificated Balance of the Subsidiary REMIC Regular Interests over (B) the then aggregate Certificate Principal Balance of the Senior Certificates and the Mezzanine Certificates then outstanding.

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

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

Certification Parties : As defined in Section 9.12(b)(iv).

Certifying Person : As defined in Section 9.12(b)(iv).

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

Class C Certificate : Any one of the Class C Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit D-1

Class P Certificate : Any one of the Class P Certificates executed, authenticated and delivered by the Trust Administrator, substantially in the form annexed hereto as Exhibit D-2.

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

Class P Reserve Fund : The account established and maintained by the Trust Administrator pursuant to Section 3.07(j).

Class Principal Balance : With respect to any Class of 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.

Clearstream : Clearstream Banking Luxembourg, formerly known as Cedelbank SA.

Closing Date : December 21, 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(b) with a depository institution in the name of the Master Servicer for the benefit of the Trustee on behalf of Certificateholders and the Certificate Insurer and designated “Wells Fargo Bank, N.A., for the benefit of U.S. Bank National Association, in trust for the registered Holders of TBW Mortgage-Banked Trust 2006-6, Mortgage Pass-Through Certificates, Series 2006-6.” 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, the amount required to be paid by the Servicer under the Servicing Agreement in connection with Prepayment Interest Shortfalls that occur on the Mortgage Loans for the related Distribution Date.

Control Person : As defined in Section 8.05.

Cooperative Corporation : With respect to any Cooperative Mortgage 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 Mortgage Loan : A Mortgage Loan that is secured by a second 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 Mortgage 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 Mortgage 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 Mortgage 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 execution of this Agreement is located at EP-MN-WS3D, 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Structured Finance— TBW Mortgage-Backed Trust 2006-6, 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 Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services—TBW 2006-6, and for all other purposes at 9062 Old Annapolis Road, Columbia Maryland 21045, Attention: Corporate Trust Services—TBW 2006-6.

Corresponding Class: With respect to any interest in the Subsidiary REMIC, the Corresponding Class of Certificates identified in the table for the Subsidiary REMIC in the Preliminary Statement.

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

Cumulative Loss Trigger Event : A Cumulative Loss Trigger Event is in effect with respect to a Distribution Date on or after the Stepdown Date if the aggregate amount of Realized Losses on the Mortgage Loans from (and including) the Cut-off Date for each such Mortgage Loan to (and including) the related Due Date (reduced by the aggregate amount of Subsequent Recoveries received from the Cut-off Date through the Prepayment Period related to that Due Date) exceeds the applicable percentage, for such Distribution Date, of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, as set forth below:

Distribution Date	Percentage
January 2009 – December 2009	0.20% with respect to January 2009, plus an additional 1/12 ^th of 0.30% for each month thereafter through December 2009.
January 2010 – December 2010	0.50% with respect to January 2010, plus an additional 1/12 ^th of 0.35% for each month thereafter through December 2010.
January 2011 – December 2011	0.85% with respect to January 2011, plus an additional 1/12 ^th of 0.35% for each month thereafter through December 2011.
January 2012 – December 2012	1.20% with respect to January 2012, plus an additional 1/12 ^th of 0.20% for each month thereafter through December 2012.
January 2013 and thereafter	1.40%.

Current Interest : With respect to each Class of Offered Certificates and each Distribution Date, the interest accrued at the applicable Pass-Through Rate for the applicable Accrual Period on the Class Principal Balance of such Class immediately prior to such Distribution Date, reduced by any Prepayment Interest Shortfalls not covered by Compensating Interest Payments and Relief Act Reductions (allocated to each such Certificate based on its respective entitlements to interest irrespective of any Prepayment Interest Shortfalls and Relief Act Reductions for such Distribution Date).

Custodian : Colonial Bank, N.A., and its successor and assigns or any successor Custodian under the Custodial Agreement.

Custodial Agreement : The Custodial Agreement, dated as of December 1, 2006, among the Trustee, the Trust Administrator and the Custodian.

Cut-off Date : December 1, 2006.

Cut-off Date Principal Balance : The aggregate Principal Balance of the Mortgage Loans as of the close of business on the Cut-off Date, which amount is equal to $571,696,142.70.

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 Physical Certificate issued pursuant to Section 5.02(e).

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

Delinquency Trigger Event : A Delinquency Trigger Event is in effect with respect to a Distribution Date if the Rolling Sixty Day Delinquency Rate for the outstanding Mortgage Loans equals or exceeds 50% of the Senior Enhancement Percentage for such Distribution Date.

Delinquent : With respect to any Mortgage Loan, means that any monthly payment with respect to such Mortgage Loan that is due on a Due Date is not made by the close of business on the next scheduled Due Date for such Mortgage Loan. A Mortgage Loan is “30 days Delinquent” if such monthly payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such monthly payment was due or, if there was no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month), then on the last day of such immediately succeeding month; and similarly for “60 days Delinquent” and “90 days Delinquent,” etc. (in each case, after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period).

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

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

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

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

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

Distribution Account : The separate Eligible Account created and maintained by the Trust Administrator pursuant to Section 3.07(d) in the name of the Trustee for the benefit of the Certificateholders and the Certificate Insurer and designated “U.S. Bank National Association in trust for registered holders of TBW Mortgage-Backed Trust 2006-6, Mortgage Pass-Through Certificates, Series 2006-6.” Funds in the Distribution Account shall be held in trust for the Certificateholders and the Certificate Insurer 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 : Commencing in January 2007, the Distribution Date shall be 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.

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

DTC : The Depository Trust Company.

Due Date : With respect to each Mortgage Loan, the date on which the Scheduled Payment is due each month.

Due Period : With respect to each Distribution Date, the period commencing on the second day of the month preceding the month of the Distribution Date and ending on the first day of the month of the Distribution Date.

Eligible Account : Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have either (a) a rating of at least “A-2” by S&P at the time any amounts are held on deposit therein, if the amounts on deposit are to be held in the account for no more than 30 days and are not intended to be used as credit enhancement (provided, that if such rating falls below “A-2” by S&P, funds in such account shall immediately be transferred to an otherwise Eligible Account) or (b) the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, if the amounts on deposit are to be held in the account for more than 30 days or are intended to be used as credit enhancement, 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 Trustee, the Trust Administrator, the Certificate Insurer and the NIMS Insurer and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a non-interest bearing segregated trust account or accounts maintained with (a) the trust department of a federal or state chartered depository institution or (b) a trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency. 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 Principal Balance, (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 Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Section 2.03 hereof; (vi) be the same credit grade category as the Deleted Mortgage Loan; (vii) have the same prepayment penalty term; and (viii) not be a Cooperative Mortgage Loan unless the Deleted Mortgage Loan was a Cooperative Mortgage Loan.

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

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

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

Euroclear: The Euroclear System.

Excess Proceeds : With respect to any Liquidated Mortgage 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 Mortgage Loan, exceeds (i) the Principal Balance of such Liquidated Mortgage Loan as of the Due Date in the month in which such Mortgage Loan became a Liquidated Mortgage 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 Interest Payments : The excess of the amount of interest that accrues on the Adjustable Rate Certificates for the first Accrual Period over the amount of interest that would have accrued on such Certificates had the first Accrual Period started on the Closing Date.

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 the Custodian not later than 90 days after the Closing Date to the Depositor, the Trustee, the Certificate Insurer and the Transferor pursuant to Section 6 of the Custodial Agreement in the form annexed thereto as Exhibit 2.

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.

Fixed Rate : With respect to any Class of Fixed Rate Certificates, the Pass Through Rate as set forth in the Preliminary Statement.

Fixed Rate Certificates : As defined in the Preliminary Statement.

Form 8-K Disclosure Information : As defined in Section 9.12(c)(i).

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.

High Cost Mortgage 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 Mortgage 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.

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

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

Homeownership Act : The federal Truth-in-Lending Act as amended by the Home Ownership and Equity Protection Act of 1994.

Indenture : Any indenture pursuant to which notes are issued as to which the NIMS Insurer guaranteed payment.

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 Certification : With respect to the Custodian, the certification required to be executed by the Custodian and delivered on the Closing Date to the Depositor and the Trustee pursuant to Section 4 of the Custodial Agreement in the form annexed thereto as Exhibit 1.

Initial LIBOR Rate : 5.350% per annum.

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

Insurance Agreement : The Insurance Agreement, dated as of December 1, 2006, among the Certificate Insurer, the Master Servicer, the Trust Administrator, the Servicer, the Transferor, the Depositor and the Trustee.

Insurance Policy : With respect to any Mortgage Loan included in the Trust Fund, any insurance policy (other than the Certificate Insurance Policies), 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 title policy, hazard policy or other Insurance Policy covering a Mortgage Loan to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage.

Insured Certificates : The Class A-4 and Class A-5A Certificates.

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

Interest Carry Forward Amount : With respect to each Class of Senior Certificates and Mezzanine Certificates and each Distribution Date, the excess of (i) the Current Interest for such Class with respect to prior Distribution Dates over (ii) the amount actually distributed to such Class with respect to interest on such prior Distribution Dates.

Interest Remittance Amount : With respect to the Mortgage Loans and any Distribution Date, (x) the sum, without duplication, of (i) all scheduled interest on the Mortgage Loans due on the related Due Date and received on or prior to the related Determination Date, less the related Servicing Fees and any payments made in respect of premiums on lender paid insurance mortgage loans, (ii) all interest on Principal Prepayments on the Mortgage Loans, (iii) all Advances relating to interest with respect to the Mortgage Loans, (iv) all Compensating Interest with respect to such Mortgage Loans and (v) Liquidation Proceeds with respect to the Mortgage Loans during the related Prepayment Period (to the extent such Liquidation Proceeds relate to interest), less (y) all reimbursements to the Master Servicer since the immediately preceding Due Date for Nonrecoverable Advances of interest previously made.

Last Scheduled Distribution Date : The Distribution Date occurring in January, 2037.

Late Payment Rate : As defined in the Insurance Agreement.

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

LIBOR : As to any Distribution Date, the arithmetic mean of the London Interbank offered rate quotations for one month U.S. Dollar deposits, as determined by the Trust Administrator in accordance with Section 4.08.

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

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

Liquidated Mortgage Loan : With respect to any Distribution Date, (i) a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which the Servicer or the Master Servicer, as the case may be, has determined (in accordance with the 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 or (ii) any Mortgage Loan that becomes 180 days or more delinquent in the calendar month preceding the month of such Distribution Date.

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 and Servicing Advances.

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

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

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

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

Master REMIC : As specified in the Preliminary Statement.

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

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

Master Servicer 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.

Mezzanine Certificates : As defined in the Preliminary Statement.

Mezzanine Principal Distribution Amount: For any Class of Mezzanine Certificates and Distribution Date, the excess, if any, of:

(a)

the sum of:

(i)

the aggregate Class Principal Balance of the Senior Certificates (after taking into account the distribution of the Senior Principal Distribution Amount for such Distribution Date),

(ii)

the aggregate Class Principal Balance of any Class(es) of Mezzanine Certificates that are senior to the subject Class (in each case, after taking into account the distribution of the applicable Mezzanine Principal Distribution Amount(s) for such more senior Class(es) of Certificates for such Distribution Date), and

(iii)

the Class Principal Balance of such Class of Mezzanine Certificates immediately prior to such Distribution Date, over

(b)

the lesser of (a) the product of (x) 100% minus the applicable Stepdown Target Subordination Percentage for the subject Class of Mezzanine Certificates for that Distribution Date and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date in the month of that Distribution Date (after giving effect to principal prepayments received in the related Prepayment Period) and (b) the aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date in the month of that Distribution Date (after giving effect to principal prepayments received in the related Prepayment Period) minus the OC Floor; provided, however, that if the Class Principal Balance of each Class of Senior Certificates has been reduced to zero, and such Class of Mezzanine Certificates is the only Class of Mezzanine Certificates outstanding on such Distribution Date, that Class will be entitled to receive the entire remaining Principal Distribution Amount until its Class Principal Balance is reduced to zero.

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

Mortgage : The mortgage, deed of trust or other instrument creating a second 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 and Servicing Agreement, dated as of December 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 Class P Prepayment Charge; (26) the credit score (or mortgage score) of the Mortgagor; (27) the debt-to-income ratio of the Mortgage Loan; (28) 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) [reserved]; (34) the date on which the Mortgage Loan was transferred to the Transferor; (35) [reserved]; (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 Mortgage 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 in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property. With respect to each Mortgage Loan that is a Cooperative Mortgage 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 Mortgage 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 Pool: The pool of Mortgage Loans included in the Trust.

Mortgage Rate : With respect to any Mortgage Loan, the per annum interest rate at which such Mortgage Loan accrues interest.

Mortgaged Property : The property securing a Mortgage Loan which will consist of one- to four-family residential properties consisting of attached or detached one- to four-family dwelling units and individual condominium units.

Mortgagor : Each obligor on a Mortgage Note.

Net Monthly Excess Cashflow : With respect to any Distribution Date, the sum for such Distribution Date of (a) any Overcollateralization Release Amount and (b) the excess of (x) the aggregate Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Current Interest for the Senior Certificates and Mezzanine Certificates, (B) the Interest Carry Forward Amount for the Senior Certificates and Mezzanine Certificates, (C) the Principal Remittance Amount, (D) the Premium Distribution Amount and (E) the Certificate Insurer Reimbursement Amount.

Net Mortgage Rate : As to each Mortgage Loan, the applicable Mortgage Rate thereof minus the related Servicing Fee Rate and any lender paid mortgage insurance premiums for such Mortgage Loan (expressed as a per annum percentage of its Stated Principal Balance).

Net Rate Cap : For each Distribution Date and the following Classes of Certificates is:

(a)

with respect to the Fixed Rate Certificates (other than the Class A-4 and the Class A-5A Certificates), the Net WAC;

(b)

With respect to the Class A-4 and the Class A-5A Certificates, the excess, if any of the Net WAC over the Certificate Insurer Fee Rate; and

(c)

with respect to the Adjustable Rate Certificates:

(i)

the Net WAC, multiplied by a fraction,

(1)

the numerator of which is 30, and

(2)

the denominator of which is the actual number of days in the immediately preceding Accrual Period

Net Rate Carryover : For each Class of Senior Certificates and Mezzanine Certificates on any Distribution Date is equal to the sum of:

(a)

the excess, if any, of:

(i)

the amount of interest that such Class would have accrued for such Distribution Date had the Pass-Through Rate for that Class and the related Accrual Period not been calculated based on the related Net Rate Cap, over

(ii)

the amount of interest such Class accrued on such Distribution Date based on the related Net Rate Cap, and

(b)

the unpaid portion of any such excess from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate, without giving effect to the related Net Rate Cap).

Net WAC : For any Distribution Date, the weighted average of the Net Mortgage Rate of each Mortgage Loan, weighted on the basis of its Stated Principal Balance as of the Due Date occurring in the month preceding the month of that Distribution Date (after giving effect to principal prepayments in the Prepayment Period related to that prior Due Date).

NIMS Insurer : Any insurer that is guaranteeing certain payments under notes secured by collateral which includes all or a portion of the Class C Certificates, Class P Certificates and/or the Residual Certificates.

NIMS Insurer Default : The continuance of any failure by the NIMS Insurer, if any, to make a required payment under the policy insuring the net interest margin securities.

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

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

Notional Amount : With respect to the Class C Certificates and any Distribution Date, the aggregate Uncertificated Balance of the Subsidiary REMIC Regular Interests for such Distribution Date.

OC Floor: An amount equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

Offered Certificates : As specified in the Preliminary Statement.

Officer’s Certificate : A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master Servicer, or (ii) if provided for in this Agreement, signed by a Master Servicing Officer, as the case may be, and delivered to the Depositor, the Trustee, the Certificate Insurer 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, the Certificate Insurer or the Trust Administrator, as applicable; provided, however, that, with respect to the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor and the Master Servicer, (ii) not have any direct financial interest in the Depositor or the Master Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Master Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Optional Termination : The termination of the Trust created hereunder in connection with the auction or purchase of the Mortgage Loans pursuant to Section 10.01 hereof.

Optional Termination Date: As specified in 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.

Originator : Taylor, Bean & Whitaker Mortgage Corp.

Original Certificate Principal Balance : The Certificate Principal Balance of the Senior Certificates or the Mezzanine Certificates on the Closing Date.

OTS : The Office of Thrift Supervision.

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

(a)

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

(b)

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

Outstanding Mortgage Loan : As of any Due Date, a Mortgage Loan with a 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 Mortgage Loan prior to such Due Date.

Overcollateralization Amount : With respect to any Distribution Date, an amount equal to the excess, if any, of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date in the month of that Distribution Date (after giving effect to Principal Prepayments received in the related Prepayment Period) over (ii) the sum of the aggregate Class Principal Balance of the Senior Certificates, the Mezzanine Certificates and the Class P Certificates as of such Distribution Date (after giving effect to distributions of the Principal Distribution Amount to be made on such Distribution Date).

Overcollateralization Deficiency Amount : With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount for such Distribution Date exceeds the Overcollateralization Amount for such Distribution Date (after giving effect to distributions in respect of the Principal Remittance Amount on such Distribution Date but before giving effect to any other distributions on the Certificates in reduction of their respective Class Principal Balances on such Distribution Date).

Overcollateralization Maintenance Amount : With respect to any Distribution Date, the lesser of (a) the Net Monthly Excess Cashflow for such Distribution Date and (b) the Overcollateralization Deficiency Amount for such Distribution Date.

Overcollateralization Release Amount : With respect to any Distribution Date, the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date and without giving effect to any other distributions on the Certificates in reduction of their respective Class Principal Balances on such Distribution Date) over (ii) the Overcollateralization Target Amount for such Distribution Date.

Overcollateralization Target Amount: With respect to any Distribution Date (a) prior to the Stepdown Date, an amount equal to 0.80% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (b) on or after the Stepdown Date, the greater of (i) 1.60% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date in the month of that Distribution Date (after giving effect to principal prepayments received in the related Prepayment Period) and (ii) the OC Floor; provided, however, that if a Trigger Event is in effect on any Distribution Date, the Overcollateralization Target Amount will be the Overcollateralization Target Amount as in effect for the prior Distribution 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 Value : As defined in Section 10.01.

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.

Permitted Investments : At any time, any one or more of the following obligations and securities, which may include investments for which the Master Servicer or Trust Administrator serves as investment manager or advisor:

(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, by any Rating Agency, then assigned to any of the Certificates (determined without regard to the Certificate Insurance Policies);

(c)

commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of any Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings, by any Rating Agency, then assigned to any of the Certificates (determined without regard to the Certificate Insurance Policies);

(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 ratings, by any Rating Agency, then assigned to any of the Certificates (determined without regard to the Certificate Insurance Policies);

(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, by any Rating Agency, to any of the Certificates (determined without regard to the Certificate Insurance Policies);

(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 ratings, by any Rating Agency, then assigned to any of the Certificates (determined without regard to the Certificate Insurance Policies);

(g)

repurchase obligations with respect to any security described in subclauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in subclause (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 ratings, by any Rating Agency, then assigned to the of the Certificates (determined without regard to the Certificate Insurance Policies), as evidenced by a signed writing delivered by each Rating Agency;

(i)

units of a taxable money-market portfolio having the highest available long-term rating assigned by each Rating Agency at the time of such investment 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); 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 ratings, by any Rating Agency, then assigned to any of the Certificates (determined without regard to the Certificate Insurance Policies), as evidenced by a signed writing delivered by each Rating Agency;

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

Permitted Transferee : Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or resident of the United States, a corporation, partnership (except as provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the 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.

Physical Certificate : As specified in the Preliminary Statement.

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

Policy Payments Account : The account created and maintained by the Trust Administrator pursuant to Section 12.04 hereof, which shall be entitled “U.S. Bank National Association in trust for registered holders of TBW Mortgage-Backed Trust 2006-6, Mortgage Pass-Through Certificates, Series 2006-6, Class A-4 and Class A-5A Certificates.” The Policy Payments Account must be an Eligible Account.

Pool Balance : The aggregate of the Principal Balances of the Mortgage Loans.

Premium Distribution Amount : With respect to any Distribution Date, the sum of (A) the product of (x) the Certificate Insurer Fee Rate multiplied by (y) the aggregate Class Principal Balance of the Insured Certificates immediately preceding such Distribution Date, not taking into account any payments made under the Certificate Insurance Policies, divided by 12 and (B) the Premium Distribution Amount for any prior Distribution Date, plus interest thereon at the Late Payment Rate.

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

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

Principal 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 Mortgage Loan), and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor. The Principal Balance of any Mortgage Loan that has been prepaid in full or has become a Liquidated Mortgage Loan during the related Prepayment Period shall be zero.

Principal Distribution Amount : With respect to any Distribution Date, the sum of (i) the Basic Principal Distribution Amount for such Distribution Date and (ii) the Overcollateralization Maintenance Amount for such Distribution Date.

Principal Prepayment : Any payment of principal by a Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date and is not accompanied by an amount representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment, excluding any prepayment penalty or premium thereon. Partial Principal Prepayments will be applied by the Servicer in accordance with the terms of the Servicing Agreement 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 Remittance Amount : With respect to any Distribution Date, the sum of (i) all scheduled payments of principal collected on the Mortgage Loans that were due during the related Due Period and the principal portion of any Advances made with respect to such Distribution Date, (ii) the principal portion of all partial and full principal prepayments of the Mortgage Loans applied during such Prepayment Period, (iii) the principal portion of all related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during such Prepayment Period with respect to the Mortgage Loans, (iv) that portion of the Purchase Price, representing principal of any repurchased Mortgage Loan, deposited to the collection account during such Prepayment Period, (v) the principal portion of any related Substitution Adjustment Amount deposited in the Collection Account during such Prepayment Period with respect to the Mortgage Loans and (vi) on the Distribution Date on which the Trust is to be terminated in accordance with Section 10.01 of this Agreement, that portion of the Termination Price representing principal with respect to the Mortgage Loans.

Private Certificate : As specified in the Preliminary Statement.

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

Prospectus Supplement : The Prospectus Supplement dated December 20, 2006 relating to the Offered Certificates.

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

Purchase Price : With respect to any Mortgage Loan that is purchased by the Transferor pursuant to Section 2.02 or 2.03 hereof, a price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest thereon, computed at the Mortgage Rate through the end of the calendar month in which the purchase is effected, plus any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory or abusive lending law.

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

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

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

Realized Loss : With respect to each Mortgage Loan that is a Liquidated Mortgage Loan, an amount (not less than zero or more than the Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the unpaid Principal Balance of the Liquidated Mortgage 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 Principal Balance of such Liquidated Mortgage 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 Mortgage Loan. With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

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

Record Date : With respect to any Distribution Date and any Class of Fixed Rate Certificates or Physical Certificates, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs. With respect to any Distribution Date and any Class of Adjustable Rate Certificates held in Book-Entry Form, the last Business Day immediately preceding such Distribution Date.

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

Regular Certificates : Each Class of Certificates, other than the Residual Certificates.

Regulation AB : Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

Relevant Servicing Criteria : The Servicing Criteria applicable to each party, as set forth on Exhibit X attached hereto. Multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect to a Servicing Function Participant engaged by any of the Master Servicer, the Trust Administrator or the 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 Change of Law : Any proposed, temporary or final regulation, revenue ruling, revenue procedure or other official announcement or interpretation relating to REMICs and the REMIC Provisions issued after the Closing Date.

REMIC Maximum Rate : For each Class of Certificates (other than the Class C, Class P and Class R Certificates) and the REMIC regular interest represented thereby, the Net Rate Cap of such Class of Certificates.

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 foregoing may be in effect from time to time as well as provisions of applicable state laws.

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

Reportable Event : As defined in Section 9.12.

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

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

Residual Certificates : As specified in the Preliminary Statement.

Residual Interests : As specified in the Preliminary Statement.

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

Rolling Sixty-Day Delinquency Rate: With respect to any Distribution Date on or after the Stepdown Date, the average of the Sixty-Day Delinquency Rates for the two immediately preceding Distribution Dates.

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 a Master Servicer Officer 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 than the form of certification required 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.

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

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.

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

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

Senior Certificates : As specified in the Preliminary Statement.

Senior Enhancement Percentage : With respect to any Distribution Date on or after the Stepdown Date, a fraction (expressed as a percentage):

(a)

the numerator of which is the sum of:

(i)

the aggregate Class Principal Balance of the Mezzanine Certificates immediately prior to that Distribution Date and

(ii)

the Overcollateralization Amount, in each case prior to the distribution of the Principal Distribution Amount on such Distribution Date, and,

(b)

the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date.

Senior Principal Distribution Amount : For any Distribution Date, the excess of:

(a)

the aggregate Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date, over

(b)

the lesser of (A) 89.00% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date in the month of that Distribution Date (after giving effect to principal prepayments received in the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date in the month of that Distribution Date (after giving effect to principal prepayments received in the related Prepayment Period) minus the OC Floor.

Servicer : Taylor, Bean & Whitaker Mortgage Corp.

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

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 Servicer, as the case may be, of its servicing obligations.

Servicing Agreement : The Mortgage Loan Purchase and Servicing Agreement, dated as of December 1, 2006, between TBW and the Transferor.

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 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).

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 the Servicer, the Master Servicer, the Custodian or the Trust Administrator, respectively.

Sixty-Day Delinquency Rate: With respect to any Distribution Date on or after the Stepdown Date, a fraction, expressed as a percentage, the numerator of which is the aggregate Stated Principal Balance for such Distribution Date of all Mortgage Loans that were 60 or more days Delinquent as of the close of business on the last day of the calendar month preceding such Distribution Date (including Mortgage Loans in foreclosure, bankruptcy and REO Properties) and the denominator of which is the aggregate Stated Principal Balance for such Distribution Date of the Mortgage Loans as of the related Due Date (after giving effect to principal prepayments in the Prepayment Period related to that prior Due Date).

Standard & Poor’s Glossary : The Standard & Poor’s LEVELS® Glossary.

Startup Day : The Closing Date.

Stated Principal Balance : For any Mortgage Loan and date of determination, the unpaid principal balance of the Mortgage Loan as of the most recent Due Date, as specified in its amortization schedule at that time (before any adjustment to the amortization schedule for any moratorium or similar waiver or grace period), after giving effect to (i) the payment of principal due on that Due Date, irrespective of any delinquency in payment by the related mortgagor and (ii) prepayments of principal and the principal portion of liquidation proceeds received with respect to that Mortgage Loan through the last day of the related Prepayment Period. The Stated Principal Balance of a Liquidated Mortgage Loan is zero.

Stepdown Date : The earlier to occur of:

(a)

the Distribution Date following the Distribution Date on which the aggregate Class Principal Balance of the Senior Certificates is reduced to zero, and

(b)

the later to occur of (x) the Distribution Date in January 2010 and (y) the first Distribution Date on which the Senior Enhancement Percentage is greater than or equal to 11.00%.

Stepdown Target Subordination Percentage : With respect to each Class of Mezzanine Certificates, the respective percentages indicated in the following table:

	Stepdown Target Subordination Percentage
Class M-1	8.10%
Class M-2	6.80%
Class M-3	6.10%
Class M-4	5.40%
Class M-5	4.70%
Class M-6	4.00%
Class M-7	3.30%
Class M-8	2.60%
Class M-9	1.60%

__________________

Stock Power : With respect to a Cooperative Mortgage 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 the Servicer (or a Sub-Servicer of the Servicer), the Master Servicer, the Custodian or the Trust Administrator.

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

Subsequent Recoveries : Unanticipated amounts received on a Liquidated Mortgage Loan the absence of which resulted in a Realized Loss in a prior month.

Subsidiary REMIC : As specified in the Preliminary Statement.

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

Substitution Adjustment Amount : With respect to any Mortgage Loan that is purchased by the originator is an amount equal to the excess of the Principal Balance of the related Deleted Mortgage Loan over the Principal Balance of such Eligible Substitute Mortgage Loan, pursuant to Section 2.03.

Supplemental Interest Trust : A trust created pursuant to Section 4.06 of this Agreement, separate from the Trust, the corpus of which shall be held by the Supplemental Interest Trust Trustee, in trust, for the benefit of the holders of the Senior Certificates and the Mezzanine Certificates.

Supplemental Interest Trust Trustee : Wells Fargo, not in its individual capacity, but solely in its capacity as trustee of the Supplemental Interest Trust for the benefit of the Holders of the Certificates under this Agreement, and any successor thereto.

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

TBW: Taylor Bean & Whitaker Mortgage Corp.

Termination Price : As defined in Section 10.01(c).

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.

Trigger Event : A Trigger Event is in effect with respect to any Distribution Date on or after the Stepdown Date if either a Delinquency Trigger Event is in effect with respect to that Distribution Date or a Cumulative Loss Trigger Event is in effect with respect to that Distribution Date.

Trust : As defined in Section 2.01(c).

Trust Administrator : Wells Fargo in its capacity as Trust Administrator hereunder, and its successors and assigns, or any successor trust administrator appointed hereunder.

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

Trust Collateral : As defined in Section 10.01(a).

Trust Fund : The corpus of the trust created hereunder consisting of: (a) the Mortgage Loan Purchase Agreement, the Assignment Agreement and the Servicing Agreement solely as the Servicing Agreement relates to the Mortgage Loans (other than those rights under the Servicing Agreement that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by the Servicer (with respect to the Mortgage Loans sold to the Transferor) and the document delivery requirements of the Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreement); (b) the Mortgage Loans and all interest and principal received on or with respect thereto after the Cut-off Date to the extent not applied in computing the Cut-off Date Principal Balance thereof; (c) the Collection Account, the Policy Payments Account, the Distribution Account, the Cap Account and all amounts deposited therein pursuant to the applicable provisions of this Agreement (other than, in the case of the Collection Account, any prepayment penalties (exclusive of the Class P Prepayment Charges) deposited therein which shall be retained by the Transferor); (d) property that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (e) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing; and (f) with respect to the Class A-4 and Class A-5A Certificates only, the Certificate Insurance Policies.

Trustee : U.S. Bank, and, if a successor trustee is appointed hereunder, such successor.

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.

Unpaid Realized Loss Amount : For any Class of Mezzanine Certificates, (x) the portion of the aggregate Allocated Realized Loss Amount previously allocated to that Class remaining unpaid from prior Distribution Dates minus (y) any increase in the Class Principal Balance of that Class due to the allocation of Subsequent Recoveries to the Class Principal Balance of that Class.

U.S. Bank : U.S. Bank National Association, a national banking association organized under the laws of the United States, and its successors and assigns.

Voting Rights : The portion of the voting rights of all of the Certificates which is allocated to any Certificate. With respect to any date of determination, 98% of all Voting Rights will be allocated among the holders of the Senior Certificates, the Mezzanine Certificates and the Class C Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, 1% of all Voting Rights will be allocated among the holders of the Class P Certificates and 1% of all Voting Rights will be allocated among the holders of the Residual Certificates. The Voting Rights allocated to each Class of Certificate shall be allocated among Holders of each such Class in accordance with their respective Percentage Interests as of the most recent Record Date; provided, however, that the Voting Rights allocated to the Class A-4 and Class A-5A Certificateholders are subject to Section 12.01.

Wells Fargo : Wells Fargo Bank, N.A. and its successors and assigns.

Section 1.02. Certain Calculations.

Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and the rights and obligations of the parties hereto, all calculations of interest for the Fixed Rate Certificates (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 and all calculations of interest for the Adjustable Rate Certificates (other than as provided in the Mortgage Loan documents) provided for herein shall be made on the basis of the actual number of days in a year assumed to consist of 360 days.

Section 1.03. Rights of the NIMS Insurer.

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

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
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 and the Certificate Insurer, 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 Agreement solely as the Servicing Agreement relates to the Mortgage Loans (other than those rights under the Servicing Agreement that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by the Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of the Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreement). In connection with the foregoing assignments, the Transferor has caused the Servicer to enter into the 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 and the Certificate Insurer the following documents or instruments with respect to each Mortgage Loan that is not a Cooperative Mortgage 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 and the Certificate Insurer the following documents or instruments with respect to each Cooperative Mortgage 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 Mortgage Loan;

(D)

the executed Recognition Agreement, if any;

(E)

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

(F)

copies of the filed UCC assignments or amendments of the security interest referenced in clause (v) above showing an unbroken chain of title from the originator to the 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, showing an unbroken chain of title from the originator to the Trust; and

(H)

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

Notwithstanding the foregoing, if any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. (“MERS”) or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer shall enforce the obligations of the Servicer under the Servicing Agreement to cause the Trustee to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

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

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 TBW Mortgage-Backed Trust 2006-6 for the benefit of the Holders of the Mortgage Pass-Through Certificates, Series 2006-6” and, subject to Section 2.02, the Master Servicer shall enforce the obligations of the Servicer pursuant to the 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 Servicer has not received the information required to prepare such assignment in recordable form, the 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 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 and the Certificate Insurer, such recording is not required to protect the Trustee’s interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Depositor or the Transferor, (b) in any state where recordation is not required by either Rating Agency to obtain the initial ratings on the Certificates set forth in the Prospectus Supplement or (c) with respect to any Mortgage which has been recorded in the name of MERS, or its designee. As of the date hereof, recordation is not required in any state by either Rating Agency to obtain the initial rating on the Certificates (upon which statement the Master Servicer, the Trustee and the Custodian may 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 “TBW Mortgage-Backed Trust 2006-6” and U.S. Bank National Association is hereby appointed as Trustee in accordance with the provisions of this Agreement.

(d)

The Depositor and the Trustee on behalf of the Trust agree and understand that it is not intended that any Mortgage Loan be included in the Trust Fund that is (i) a “High Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004, (iv) a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, or (v) a “high cost home loan” under the Indiana High Cost Home Loan Law, effective January 1, 2005. The Trustee shall be entitled to indemnification from the Depositor and the Trust Fund for any loss, liability or expense arising out of, or in connection with, the provisions of the preceding sentence, including, without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to such provisions.

(e)

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

(f)

The Depositor hereby directs the Trust Administrator to execute, deliver and perform its obligations under the Cap Contract. The Transferor, the Depositor, the Master Servicer, the Trustee and the Holders of the Class A-2A Certificates by their acceptance of such Certificates acknowledge and agree that the Trust Administrator shall execute, deliver and perform its obligations under the Cap Contract and shall do so solely in its capacity as Trust Administrator, and not in its individual capacity. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trust Administrator shall apply to the Trust Administrator’s execution of the Cap Contract, and the performance of its duties and satisfaction of its obligations thereunder.

Section 2.02. Acceptance by Trustee of the Mortgage Loans.

The Custodian, on behalf of the Trustee, will acknowledge receipt of the documents identified in the Initial Certification issued by it in the form annexed to the Custodial Agreement as Exhibit 1 and will declare that it holds and will hold such related documents and the other documents delivered to it constituting the Mortgage Files, and the Custodian and Trustee together declare that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and the Certificate Insurer. The Custodian acknowledges that it will maintain possession of the Mortgage Notes held by it in the State of Florida, unless otherwise permitted by the Rating Agencies, the Trustee and the Certificate Insurer.

The Custodian has agreed to execute and deliver on the Closing Date to the Depositor and the Trustee an Initial Certification in the form annexed to the Custodial Agreement as Exhibit 1. 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 1, that such documents appear regular on their face and relate to such Mortgage Loan. The Custodian shall be under no 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 Mortgage Loan and Section 2.01(b)(ii)(H) with respect to each Cooperative Mortgage 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 Certificate Insurer, the Trustee and the Transferor a Final Certification in the form annexed to the Custodial Agreement as Exhibit 2, with any applicable exceptions noted thereon. Upon receipt of written request from the Depositor, the Master Servicer, the Trust Administrator or the Trustee, the Custodian shall as soon as practicable supply such Person with a list of all of the documents relating to the Mortgage Loans missing from the Custodial Files, in accordance with the Custodial Agreement.

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

Upon receiving each Final Certification from the Custodian, the Trustee shall notify the Transferor and the Certificate Insurer 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 or the Certificate Insurer in the related Mortgage Loan, the Transferor shall repurchase the affected Mortgage Loan from the Trustee at the Purchase Price. In each case, such Deleted Mortgage Loan will be removed from the Trust. Any such purchase of a Deleted Mortgage Loan shall not be effected prior to the delivery to the Custodian of a Request for Release substantially in the form of Exhibit M. The Purchase Price for any such Deleted 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 Deleted 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 of the Custodial Agreement. Pursuant to the terms of the Servicing Agreement, the Master Servicer shall cause the Servicer 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 Servicer from time to time.

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

Section 2.03. Remedies for Breaches of Representations and Warranties.

The Transferor hereby makes the representations and warranties set forth in Schedule II hereto, and by this reference incorporated herein, to the Depositor, the Certificate Insurer 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 which are made to the best of the Transferor’s knowledge if it is discovered by any of the Depositor, the Certificate Insurer, the Master Servicer, the Transferor, the 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 or the Certificate Insurer 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 Certificate Insurer, 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 or the Certificate Insurer in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties and the Trustee. Notwithstanding the foregoing, a breach which causes a Mortgage Loan not to constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code will be deemed automatically to materially and adversely affect the interests of the Certificateholders in such Mortgage Loan. Upon receiving notice of a breach, the Trustee shall in turn notify the Transferor of such breach. The Trustee shall enforce the obligations of the Transferor in accordance with this Section 2.03 to correct or cure any such breach of a representation or warranty made herein, and if the Transferor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders or the Certificate Insurer 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 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 or the Certificate Insurer 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 Mortgage Loans into the Trust Fund, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below. The Transferor shall promptly reimburse the Master Servicer, the NIMS Insurer, the Certificate Insurer and the Trustee for any expenses reasonably incurred by the Master Servicer, the NIMS Insurer, the Certificate Insurer or the Trustee in respect of enforcing the remedies for such breach by the Transferor.

With respect to any Eligible Substitute Mortgage Loan or Mortgage Loans, the Transferor shall deliver to the Custodian on behalf of the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, 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 and the Certificate Insurer to reflect the removal of such Deleted Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loan or Mortgage Loans and the Custodian shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Eligible Substitute Mortgage Loan or Mortgage 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 Mortgage 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 Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments received in the month of substitution). The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be remitted by the Transferor to the Master Servicer, and the Master Servicer shall deposit such amounts received from the Transferor into the Collection Account on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder.

In the event that the Transferor shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.07 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Transferor became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price and receipt of a Request for Release in the form of Exhibit M hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders and the Certificate Insurer 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 NIMS Insurer, 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, the Certificateholders and the Certificate Insurer.

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, the NIMS Insurer, the Certificate Insurer 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 Certificate Insurer, the Trust Administrator, the NIMS Insurer 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 or the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties hereto and to each Rating Agency.

Section 2.05. [Reserved].

Section 2.06. Execution and Delivery of Certificates.

The Trustee acknowledges the transfer and assignment to it of the Trust Fund and acknowledges the issuance of the Subsidiary REMIC Regular Interests, all as described in the Preliminary Statement and the Residual Certificates in exchange therefor. The Trustee further acknowledges the transfer and assignment to it of the Subsidiary REMIC Regular Interests and, concurrently with such transfer and assignment, the Trust Administrator, on its behalf, has executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and the Subsidiary REMIC Regular Interests and to exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and the Certificate Insurer 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 and the Certificate Insurer may be adequately and effectively protected.

Section 2.07. REMIC Matters.

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

Section 2.08. Covenants of the Master Servicer.

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

(i)

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

(ii)

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

Section 2.09. Representations and Warranties of the Master Servicer.

The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the Certificate Insurer, 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 relating thereto 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.

ARTICLE III

ADMINISTRATION AND MASTER
SERVICING OF MORTGAGE LOANS

Section 3.01. Master Servicing of Mortgage Loans.

For and on behalf of the Certificateholders and the Certificate Insurer, the Master Servicer shall supervise, monitor and oversee the obligation of the Servicer to service and administer the Mortgage Loans in accordance with the terms of the 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 the 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 the Servicer and shall cause the Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by the Servicer under the Servicing Agreement. The Master Servicer shall independently and separately monitor the 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 Servicer’s 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 Servicer to the Collection Account pursuant to the Servicing Agreement.

In accordance with the standards of the preceding paragraph and to the extent the 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 3.10. 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 Servicer.

(a)

The Master Servicer shall be responsible for reporting to the Trustee, the Trust Administrator and the Depositor the compliance by the Servicer with its duties under the Servicing Agreement. In the review of the Servicer’s activities, the Master Servicer may rely upon an officer’s certificate of the Servicer with regard to the Servicer’s compliance with the terms of the Servicing Agreement. In the event that the Master Servicer, in its judgment, determines that the Servicer should be terminated in accordance with the Servicing Agreement, or that a notice should be sent pursuant to the 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, the Certificate Insurer 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, the Certificateholders and the Certificate Insurer, shall enforce the obligations of the Servicer under the Servicing Agreement, and shall, in the event that the Servicer fails to perform its obligations in accordance with the Servicing Agreement, subject to the preceding paragraph, terminate the rights and obligations of the 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 and acceptable to the Certificate Insurer; 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 the Servicing Agreement 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 the Servicer, appointment of a successor Servicer or the transfer and assumption of servicing by the Master Servicer with respect to the 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 the 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 Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer shall be entitled to reimbursement of such costs and expenses from the Collection Account.

(d)

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

(e)

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

(f)

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

(g)

To the extent the Servicer requests the consent of the Trust or the Master Servicer with respect to any servicing-related matter for which the Servicer is required to seek consent under the Servicing Agreement or Assignment Agreement, the Master Servicer shall promptly or within the time frame specified in the Servicing Agreement, if any, evaluate such request for consent in the best interest of the Trust and the Certificateholders, and grant or withhold such consent accordingly.

(h)

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

(i)

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

Section 3.03. [Reserved].

Section 3.04. Rights of the Depositor and the Trustee in Respect of the Master Servicer.

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

Section 3.05. Trustee to Act as Master Servicer.

In the event that the Master Servicer shall for any reason no longer be the Master Servicer hereunder (including by reason of a Master Servicer Event of Termination), the Trustee or its successor shall in accordance with Section 7.02 thereupon assume all of the rights and obligations of the Master Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the predecessor Master Servicer pursuant to Section 3.07 hereof (or any acts or omissions of the predecessor Master Servicer hereunder), (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 hereof, (v) deemed to have made any representations and warranties of the Master Servicer pursuant to Section 2.09 hereunder or (vi) obligated to perform any obligation of the Master Servicer under Section 3.21 or 3.22 with respect to any period of time the Trustee was not the Master Servicer). Any such assumption shall be subject to Section 7.02 hereof. If the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Master Servicer Event of Termination), the Trustee or its successor may, but shall not be obligated to, succeed to any rights and obligations of the Master Servicer under each subservicing agreement.

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

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

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

Section 3.06. Protected Accounts.

(a)

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

(b)

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

Section 3.07. Collection of Mortgage Loan Payments; Collection Account; Distribution Account; Cap Account; Class P Reserve Fund.

(a)

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

(b)

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

all Substitution Adjustment Amounts;

(vii)

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

(viii)

any Class P Prepayment Charges;

(ix)

any Compensating Interest payments;

(x)

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

(xi)

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

(xii)

any other amounts required to be deposited hereunder.

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

(c)

[Reserved].

(d)

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

(i)

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

(ii)

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

(iii)

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

In the event that the Master Servicer shall remit any amount not required to be remitted, it may at any time direct the Trust Administrator in writing to withdraw such amount from the Distribution Account, any provision herein to the contrary notwithstanding. Such direction may be accomplished by delivering an Officer’s Certificate to the Trust Administrator which describes the amounts deposited in error in the Distribution Account. All funds deposited in the Distribution Account shall be held by the Trust Administrator in trust for the Certificateholders and the Certificate Insurer until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.10(b). In no event shall the Trust Administrator incur liability for withdrawals from the Distribution Account at the direction of the Master Servicer.

(e)

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

(f)

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

(g)

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

(h)

[Reserved]

(i)

On the Closing Date, the Trust Administrator shall establish and maintain in its name, in trust for the benefit of the Supplemental Interest Trust on behalf of the Holders of the Offered Certificates, the Cap Account, and shall deposit $1,000 therein upon receipt from or on behalf of the Depositor of such amount. All funds on deposit in the Cap Account shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trust Administrator pursuant to this Agreement.

On each Distribution Date, the Trust Administrator shall deposit into the Cap Account all amounts received in respect of the Cap Contract for the related Accrual Period. The Trust Administrator shall make withdrawals from the Cap Account to make distributions pursuant to Section 4.07 exclusively (other than as expressly provided for in Section 3.10).

Funds in the Cap Account may be invested in Permitted Investments at the direction of the Holders of the Class C Certificates, which Permitted Investments shall mature not later than the Business Day immediately preceding the first Distribution Date that follows the date of such investment (except that if such Permitted Investment is an obligation of the institution that maintains the Cap Account, then such Permitted Investment shall mature not later than such Distribution Date) and shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be made in the name of the Trust Administrator, for the benefit of the Supplemental Interest Trust, on behalf of the Holders of the Offered Certificates. Any net investment earnings on such amounts shall be retained therein until withdrawn as provided in Section 3.10. Any losses incurred in the Cap Account in respect of any such investments shall be charged against amounts on deposit in the Cap Account (or the amount of such investments) immediately as realized. The Trust Administrator shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Cap Account and made in accordance with this Section 3.07. The Cap Account will not constitute an asset of the Trust Fund or any REMIC created hereunder. The Class C Certificates shall evidence ownership of the Cap Account for federal tax purposes. If no investment direction is received by the Trust Administrator from Holders of the Class C Certificates, funds in the Cap Account shall remain uninvested.

(j)

On the Closing Date, the Trust Administrator shall establish and maintain in the name of the Trustee, in trust for the benefit of the Holders of the Class P Certificates, the Class P Reserve Fund and shall deposit $100 therein upon receipt from or on behalf of the Depositor of such amount. The Class P Reserve Fund shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trust Administrator pursuant to this Agreement. Funds in the Class P Reserve Fund shall remain uninvested.

Section 3.08. Collection of Taxes, Assessments and Similar Items; Escrow Accounts.

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

Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans.

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

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

Section 3.10. Permitted Withdrawals from the Collection Account, the Distribution Account the Cap Account and the Class P Reserve Fund.

(a)

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

(i)

to pay to the Servicer (to the extent not previously retained by it), the servicing compensation to which it is entitled pursuant to the Servicing Agreement, and to pay to the Master Servicer, earnings on or investment income with respect to funds in or credited to the Collection Account;

(ii)

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

(iii)

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

(iv)

to reimburse the Servicer or the Master Servicer for Insured Expenses from the related Insurance Proceeds;

(v)

to reimburse the Servicer or the Master Servicer for (a) unreimbursed Servicing Advances, the Servicer’s or the Master Servicer’s right to reimbursement pursuant to this clause (a) with respect to any Mortgage Loan being limited to amounts received on such Mortgage Loan(s) which represent late recoveries of the payments for which such Advances were made pursuant to Section 3.01 or Section 4.01 and (b) for unpaid Servicing Fees as provided in Section 3.15 hereof;

(vi)

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

(vii)

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

(viii)

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

(ix)

on or prior to the Distribution Account Deposit Date, to (A) withdraw (i) an amount equal to the related Available Funds for such Distribution Date and (ii) any Subsequent Recoveries received during the related Prepayment Period, and remit by wire transfer of immediately available funds such amounts to the Trust Administrator for deposit in the Distribution Account and (B) withdraw any Class P Prepayment Charges received and remit by wire transfer of immediately available funds such amounts to the Trust Administrator for deposit into the Distribution Account;

(x)

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

(xi)

to reimburse the Trust Administrator for any costs or expenses incurred by it and reimbursable pursuant to Section 9.02(x) and Section 9.12; and

(xii)

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

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

(b)

The Trust Administrator shall withdraw funds from the Distribution Account for distributions to Certificateholders, in the manner specified in this Agreement (and withhold from the amounts so withdrawn, the amount of any taxes that it is authorized to withhold pursuant to the last paragraph of Section 9.11). In addition, the Trust Administrator (or, in the case of clause (iii), the Trustee, as to any indemnity, expense or other reimbursement owed to the Trustee pursuant to Section 3.05, 7.02, 8.05 or 9.05) may from time to time make withdrawals from the Distribution Account for the following purposes:

(i)

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

(ii)

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

(iii)

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

(iv)

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

(c)

[Reserved]

(d)

The Trust Administrator shall withdraw funds from the Cap Account for distribution to the Offered Certificates in the manner specified in Section 4.07 (and shall withhold from the amounts so withdrawn the amount of any taxes that it is authorized to retain pursuant to the last paragraph of Section 9.11). In addition, the Trust Administrator may from time to time make withdrawals from the Cap Account for the following purposes:

(i)

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

(ii)

to clear and terminate the Cap Account upon the earlier of (A) the Cap Contract Scheduled Termination Date and (B) the termination of this Agreement pursuant to Section 10.01.

(e)

The Trust Administrator shall withdraw funds from the Class P Reserve Fund for distribution to the Class P Certificates in the manner specified in Section 4.02(b) (and shall withhold from the amounts so withdrawn the amount of any taxes that it is authorized to retain pursuant to the last paragraph of Section 9.11). In addition, the Trust Administrator may from time to time make withdrawals from the Class P Reserve Fund for the following purposes:

(i)

to withdraw any amount deposited in the Class P Reserve Fund and not required to be deposited therein; and

(ii)

to clear and terminate the Class P Reserve Fund upon the termination of this Agreement pursuant to Section 10.01.

Section 3.11. Maintenance of Hazard Insurance.

(a)

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

(b)

Pursuant to Section 3.07, any amounts collected by the Master Servicer, or by the Servicer, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the Servicing Agreement) shall be deposited into the Collection Account, subject to withdrawal pursuant to Sections 3.07 and 3.10. Any cost incurred by the Master Servicer or the Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided , however , that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or the Servicer pursuant to Section 3.10.

Section 3.12. Presentment of Claims and Collection of Proceeds.

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

Section 3.13. Maintenance of the Primary Insurance Policies.

(a)

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

(b)

The Master Servicer agrees to present, or to cause the Servicer (to the extent required under the Servicing Agreement) to present, on behalf of the Trustee, the Certificateholders and the Certificate Insurer, claims to the insurer under any Primary Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any amounts collected by the Master Servicer or the Servicer under any Primary Mortgage Insurance Policies shall be deposited in the Collection Account, subject to withdrawal pursuant to Sections 3.07 and 3.10.

Section 3.14. Realization upon Defaulted Mortgage Loans.

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

Section 3.15. REO Property.

(a)

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

(b)

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

(c)

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

(d)

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

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

In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States Person, as that term is defined in Section 7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a deed-in-lieu of foreclosure (together, “ foreclosure ”) in respect of such Mortgage Loan, the Master Servicer will cause the Servicer to comply with the provisions of Treasury Regulation Section 1.1445 2(d)(3) (or any successor provision thereto) necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Mortgage Loan.

Section 3.16. Due on Sale Clauses; Assumption Agreements.

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

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

Upon (i) the payment in full of any Mortgage Loan, or (ii) the receipt by the Master Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes or otherwise in connection with the servicing of any Mortgage Loan, the Master Servicer shall, upon receipt of notification from the Servicer pursuant to the Servicing Agreement, which notification shall state that such payment in full has been deposited in the Collection Account or has otherwise been escrowed in a manner customary for such purposes, instruct the Custodian to, and the Custodian shall release the related Mortgage File to the Servicer. Upon notification, the Trustee shall at the Custodian’s direction execute and deliver to the Custodian the request for reconveyance, deed of reconveyance or release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage in each case provided by the Custodian, together with the Mortgage Note with written evidence of cancellation thereon. Expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the related Mortgagor.

If the Master Servicer or Servicer at any time seeks to initiate a foreclosure proceeding in respect of any Mortgaged Property as authorized by this Agreement or the Servicing Agreement, the Master Servicer or Servicer shall deliver or cause to be delivered to the Trustee, for signature, as appropriate, any court pleadings, requests for trustee’s sale or other documents necessary to effectuate such foreclosure or any legal action brought to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce any other remedies or rights provided by the Mortgage Note or the Mortgage or otherwise available at law or in equity.

Subject to this Section 3.17, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer or the Servicer such documents as are necessary or appropriate to enable the Master Servicer or the Servicer to carry out their servicing and administrative duties hereunder. The Trustee shall not be liable for the actions of the Master Servicer or the Servicer under any such documents.

Section 3.18. Documents, Records and Funds in Possession of the Master Servicer and the Custodian to Be Held for the Trustee.

Notwithstanding any other provisions of this Agreement, the Master Servicer shall forward to the Custodian with an instruction to, and the Custodian shall, place within the Mortgage File, and the Master Servicer shall cause the Servicer to transmit to the Custodian as required by this Agreement and the Servicing Agreement, all documents and instruments in respect of a Mortgage Loan coming into the possession of the Master Servicer or Servicer from time to time and shall account fully to the Trustee for any funds received by the Master Servicer or Servicer or which otherwise are collected by the Master Servicer or Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds collected or held by, or under the control of, the Master Servicer, the Servicer or the Custodian in respect of any Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds, including but not limited to, any funds on deposit in the Collection Account or any Protected Account, shall be held by the Master Servicer, the Servicer or the Custodian for and on behalf of the Trustee and shall be and remain the sole and exclusive property of the Trust, subject to the applicable provisions of this Agreement and the Servicing Agreement. Each of the Master Servicer and the Custodian also agrees that it shall not create, incur or subject any Mortgage File or any funds that are deposited in the Collection Account, Distribution Account or any Escrow Account, or any funds that otherwise are or may become due or payable to the Trustee for the benefit of the Certificateholders and the Certificate Insurer, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, or assert by legal action or otherwise any claim or right of setoff against any Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that the Master Servicer shall be entitled to set off against and deduct from any such funds any amounts that are properly due and payable to the Master Servicer under this Agreement.

Section 3.19. Master Servicing Compensation.

As compensation for its activities hereunder, the Master Servicer shall be entitled to retain or withdraw from the Collection Account an amount equal to the Master Servicing Compensation.

Section 3.20. Access to Certain Documentation.

The Master Servicer and the Custodian shall provide and the Master Servicer shall cause the Servicer to provide in accordance with the Servicing Agreement to the OTS and the FDIC and to comparable regulatory authorities supervising Holders of Mezzanine Certificates and the examiners and supervisory agents of the OTS, the FDIC and such other authorities, access to the documentation regarding the Mortgage Loans required by applicable regulations of the OTS and the FDIC. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices designated by the Master Servicer, the Custodian and the Servicer. Nothing in this Section shall limit the obligation of the Master Servicer, the Custodian and the Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of the Master Servicer, the Custodian or the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section. In fulfilling such requests, the Master Servicer and the Custodian shall not be responsible to determine the sufficiency of such information.

Section 3.21. Annual Statement as to Compliance.

(a)

The Master Servicer and the Trust Administrator shall deliver or otherwise make available (and the Master Servicer and Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor, the Certificate Insurer and the Trust Administrator on or before March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement or such other applicable Agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Promptly after receipt of each such Annual Statement of Compliance, the Depositor shall review such Annual Statement of Compliance and, if applicable, consult with each such party, as applicable, as to the nature of any failure by such party identified therein, in the fulfillment of any of such party’s obligations hereunder.

(b)

The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an Annual Statement of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include all annual statements of compliance received by it from each servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section.

(c)

In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.21 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Section 3.22. Report on Assessment of Compliance and Attestation.

(a)

(i)

By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator, the Certificate Insurer and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.

(ii)

No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it.

(iii)

Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, the Custodian and any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by such party, and (B) the Trust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in the Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions.

(iv)

The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicer with its own Assessment of Compliance to be submitted to the Trust Administrator pursuant to this Section.

In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

(b)

(i)

By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator, the Certificate Insurer and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language.

(ii)

Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions.

(iii)

The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Trust Administrator pursuant to this Section.

In the event the Master Servicer, the Trust Administrator, the Custodian, the Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

(c)

(i)

The Master Servicer agrees to indemnify and hold harmless each of the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the failure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i).

(ii)

The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i).

(iii)

The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i).

(d)

Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in extraordinary expenses), with requests made by the Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB.

Section 3.23. Errors and Omissions Insurance; Fidelity Bonds.

The Master Servicer shall for so long as it acts as Master Servicer under this Agreement, obtain and maintain in force (a) a policy or policies of insurance covering errors and omissions in the performance of its obligations as Master Servicer hereunder and (b) a fidelity bond in respect of its officers, employees and agents. Each such policy or policies shall be in such form and such amount generally acceptable for entities serving as master servicer. In the event that any such policy or bond ceases to be in effect, the Master Servicer shall obtain a comparable replacement policy or bond from an insurer or issuer, meeting the requirements set forth above as of the date of such replacement.

Section 3.24. Cap Contract.

The Cap Contract will not be an asset of the Trust Fund nor of any REMIC. The Supplemental Interest Trust Trustee shall cause to be deposited any amounts received from time to time with respect to the Cap Contract into the Cap Account.

The Supplemental Interest Trust Trustee shall prepare and deliver any notices required to be delivered under the Cap Contract.

The Supplemental Interest Trust Trustee shall terminate the Cap Contract upon the occurrence of certain events of default or termination events to the extent specified in or pursuant to the Confirmation. Upon any such termination, the Cap Contract Counterparty will be obligated to pay the Supplemental Interest Trust Trustee an amount in respect of such termination. Any amounts received by the Supplemental Interest Trust Trustee in respect of such termination shall be deposited and held in the Cap Account to pay Unpaid Realized Loss Amounts and Net Rate Carryover on the Classes of Offered Certificates as provided in Section 4.07 hereof on the Distribution Dates following such termination to and including the Cap Contract Scheduled Termination Date. On the Cap Contract Scheduled Termination Date, after all other distributions to be made on such date have been made pursuant to the terms of this Agreement, if any such amounts received by the Supplemental Interest Trust Trustee with respect thereto in respect of such termination remain in the Cap Account, such amounts shall be distributed by the Supplemental Interest Trust Trustee to UBS Securities LLC.

ARTICLE IV

DISTRIBUTIONS AND SERVICING ADVANCES

Section 4.01. Advances.

The Master Servicer shall deposit in the Distribution Account not later than the Distribution Account Deposit Date immediately preceding the related Distribution Date an Advance in an amount equal to the difference between (x) with respect to each Scheduled Payment due on a Mortgage Loan that is delinquent (other than as a result of a Relief Act Reduction) and for which the Servicer was required to make an Advance pursuant to the Servicing Agreement, the amount of such Advance, and (y) amounts deposited in the Collection Account to be used for any Advance with respect to such Mortgage Loan, except to the extent the Master Servicer determines any such Advance to be a Nonrecoverable Advance. Subject to the foregoing, the Master Servicer shall continue to make such Advances for so long as the Servicer is required to do so under the Servicing Agreement. If applicable, on the Distribution Account Deposit Date, the Master Servicer shall deliver an Officer’s Certificate to the Trust Administrator stating that the Master Servicer elects not to make an Advance in a stated amount and detailing the reason(s) it deems the Advance to be a Nonrecoverable Advance. Any amounts deposited by the Master Servicer pursuant to this Section 4.01 shall be net of the Servicing Fee for the related Mortgage Loans.

Section 4.02. Priorities of Distributions on the Certificates.

(a)

On each Distribution Date, the Trust Administrator shall withdraw the Available Funds, (to the extent on deposit in the Distribution Account) from the Distribution Account and, pursuant to written instruction received from the Master Servicer as set forth in Section 4.04(a), upon which it may conclusively rely, apply such funds, first to distributions in respect of the Subsidiary REMIC Regular Interests, as provided in the Preliminary Statement, and then to distributions on the Certificates and to the Certificate Insurer in the following order and priority and, in each case, to the extent of such Available Funds:

On each Distribution Date, the aggregate Interest Remittance Amount will be distributed in the following amounts and order of priority:

(1)

first, to the Certificate Insurer, up to the Premium Distribution Amount, if any, for such Distribution Date;

(2)

second, concurrently, to the classes of Senior Certificates, pro rata, up to the Current Interest and the Interest Carry Forward Amount for each such class and such Distribution Date;

(3)

third, to the Certificate Insurer, up to the Certificate Insurer Reimbursement Amount, if any, for such Distribution Date;

(4)

fourth, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 certificates, in that order, up to the Current Interest for each such class and the Interest Carry Forward Amount for each such class and such Distribution Date; and

(5)

fifth, for application as part of monthly excess cash flow (such amount Net Monthly Excess Cashflow) pursuant to clause (IV) below.

(II) On each Distribution Date prior to the Stepdown Date or on which a Trigger Event is in effect, the Principal Remittance Amount will be distributed in the following order of priority, in an amount up to the Principal Distribution Amount:

(1)

first, to the Senior Certificates, sequentially, as follows:

(A)

first, concurrently, to the Class A-6A and Class A-6B Certificates, pro rata based on Class Principal Balance, the Class A-6 Lockout Percentage of the Class A-6 Calculation Percentage of the Senior Principal Distribution Amount on such Distribution Date, until the Class Principal Balance thereof is reduced to zero;

(B)

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

(C)

third, concurrently, to the Class A-2A and Class A-2B Certificates, pro rata based on Class Principal Balance, until the Class Principal Balance of each such Class is reduced to zero;

(D)

fourth, to the Class A-3 Certificates, until the Class Principal Balance of such Class is reduced to zero;

(E)

fifth, to the Class A-4 Certificates, until the Class Principal Balance of such Class is reduced to zero;

(F)

sixth, concurrently, to the Class A-5A and Class A-5B Certificates, pro rata based on Class Principal Balance, until the Class Principal Balance of each such Class is reduced to zero; and

(G)

seventh, concurrently, to the Class A-6A and Class A-6B Certificates, pro rata based on Class Principal Balance, until the Class Principal Balance of each such Class is reduced to zero.

(2)

second, to the Certificate Insurer, up to the Certificate Insurer Reimbursement Amount, if any, to the extent not paid pursuant to clause (I)(3) above.

(3)

third, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 certificates, in that order, until their respective Class Principal Balances are reduced to zero; and

(4)

fourth, for application as part of Monthly Excess Cash Flow pursuant to clause (IV) below;

(III)

On each Distribution Date on or after the Stepdown Date and so long as a Trigger Event is not in effect, the Principal Remittance Amount will be distributed in the following order of priority, up to the Principal Distribution Amount:

(1)

first, to the Senior Certificates, in an amount up to the Senior Principal Distribution Amount, sequentially, as follows:

(A)

first, to the Class A-6A and Class A-6B Certificates, pro rata based on Class Principal Balance, the Class A-6 Lockout Percentage of the Class A-6 Calculation Percentage of the Senior Principal Distribution Amount on such Distribution Date, until the Class Principal Balance thereof is reduced to zero;

(B)

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

(C)

third, concurrently, to the Class A-2A and Class A-2B Certificates, pro rata based on Class Principal Balance, until the Class Principal Balance of each such Class is reduced to zero;

(D)

fourth, to the Class A-3 Certificates, until the Class Principal Balance of such Class is reduced to zero;

(E)

fifth, to the Class A-4 Certificates, until the Class Principal Balance of such Class is reduced to zero;

(F)

sixth, concurrently, to the Class A-5A and Class A-5B Certificates, pro rata based on Class Principal Balance, until the Class Principal Balance of each such Class is reduced to zero; and

(G)

seventh, concurrently, to the Class A-6A and Class A-6B Certificates, pro rata based on Class Principal Balance, until the Class Principal Balance of each such Class is reduced to zero.

(2)

second, to the Certificate Insurer, up to the Certificate Insurer Reimbursement Amount, if any, to the extent not paid pursuant to clause (I)(3) above.

(3)

third, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 certificates, in that order, in an amount up to the Mezzanine Principal Distribution Amount for each such Class, until their respective Class Principal Balances are reduced to zero; and

(4)

fourth, for application as part of Net Monthly Excess Cash Flow, pursuant to clause (IV) below;

(IV) Any amount remaining after distributions in clauses I, II and III above shall be distributed to the certificates in the following order of priority:

(1)

first, to the classes of Offered Certificates then entitled to receive distributions of principal pursuant to clauses (II) and (III) above, in an amount up to the Overcollateralization Maintenance Amount (as included in the Principal Distribution Amount) for such Distribution Date, in the order of priority set forth in clauses (II) or (III) above, as applicable;

(2)

second, sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in an amount equal to any Unpaid Realized Loss Amounts on each such class;

(3)

third, concurrently, to the Senior Certificates, pro rata based on the amount of Net Rate Carryover with respect to each such Class of certificates, in an amount up to the amount of Net Rate Carryover for each such Class of Certificates;

(4)

fourth, sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Class M-7, Class M-8 and Class M-9 Certificates, in that order, any Net Rate Carryover for each such Class of Certificates; and

(5)

fifth, to the Holders of the Class C Certificates; and

(6)

sixth, any remaining amounts to the Holders of the Class R Certificates.

provided that (A) if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a Class P Prepayment Charge may be required to be paid in respect of any Mortgage Loans or if such Distribution Date is the final Distribution Date, the Trust Administrator shall withdraw any amounts on deposit in the Class P Reserve Fund and distribute such amounts to the Holders of the Class P Certificates in reduction of their Class Principal Balance, until the Class Principal Balance of the Class P Certificates is reduced to zero, (B) any distributions pursuant to clauses (IV) above will be made prior to any distributions from the Cap Account and (C) the certificate insurer will be subrogated to the rights of the holder of any Class A-4 or Class A-5A Certificate, as applicable, to receive payments of principal and interest to the extent of any payment to such holder by the Certificate Insurer under the Certificate Insurance Policies that has not been reimbursed.

(b)

Application of Class P Prepayment Charges. On each Distribution Date prior to the date on which the Class Principal Balance of the Class P Certificates has been reduced to zero, the Trust Administrator shall withdraw from the Distribution Account and distribute to the Class P Certificates any Class P Prepayment Charges

(c)

Application of Allocated Realized Loss Amounts . On each Distribution Date, the Trust Administrator shall allocate any Allocated Realized Loss Amount, to reduce the Class Principal Balances of the Class M-9, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, sequentially, in that order, in each case until their respective Class Principal Balances are reduced to zero.

(d)

Application of Subsequent Recoveries . On each Distribution Date, the Trust Administrator shall allocate the amount of the Subsequent Recoveries, if any, to increase the Class Principal Balance of the Classes of Mezzanine Certificates to which Allocated Realized Loss Amounts have been previously allocated, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, in each case by not more than the amount of the Unpaid Realized Loss Amount of such Class.

Holders of Certificates to which any Subsequent Recoveries have been allocated shall not be entitled to any payment in respect of Current Interest on the amount of such increases for any Accrual Period preceding the Distribution Date on which such increase occurs.

Section 4.03. No Loss Allocation/Sequential Pay Trigger.

On each Distribution Date on or after the date on which the aggregate Class Principal Balance of the Mezzanine Certificates has been reduced to zero, the Principal Remittance Amount will be distributed to the Senior Certificates, sequentially, as follows (in each case, up to the related Principal Distribution Amount):

(1)

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

(2)

Second, concurrently (pro rata, with respect to clause 2(a) below based on the aggregate Class Principal Balance of the Class A-2A, Class A-2B, Class A-3, Class A-4, Class A-5A, Class A-5B and Class A-6A Certificates, and with respect to clause (2)(b) below based on the Class Principal Balance of the Class A-6B Certificates), to the following Certificates in the following order of priority:

(A)

concurrently, to the Class A-2A, Class A-2B, Class A-3, Class A-4, Class A-5A, Class A-5B and Class A-6A Certificates, pro rata based on their Class Principal Balance, until their respective Class Principal Balances are reduced to zero; and

(B)

sequentially, as follows:

first, concurrently, as follows:

to the Class A-3 Certificates (after payment in clause (2)(A) above), the amount available to be distributed pursuant to this clause (2)(B) multiplied by a fraction, the numerator of which is 2,336,000 and the denominator of which is 7,820,000, until the Class Principal Balance of the such Class of Certificates is reduced to zero; provided, that the aggregate amount distributed pursuant to this clause (2)(B)(1)(a) will not exceed $2,336,000; and

to the Class A-6A Certificates (after payment in clause (2)(A) above), the amount available to be distributed pursuant to this clause (2)(B) multiplied by a fraction, the numerator of which is 5,484,000 and the denominator of which is 7,820,000, until the Class Principal Balance of such Class of Certificates is reduced to zero; provided, that the aggregate amount distributed pursuant to this clause (2)(B)(1)(b) will not exceed $5,484,000; and

second, to the Class A-6B Certificates, until the Certificate Principal Balance of such Class of Certificate is reduced to zero;

provided, that the Certificate Insurer will be subrogated to the rights of the Holder of any Class A-4 or Class A-5A Certificate, as applicable, to receive payments of principal and interest to the extent of any payment to such holder by the Certificate Insurer under the Certificate Insurance Policies that has not been reimbursed.

Section 4.04. Distribution Date Statements to Certificateholders.

(a)

Not later than two Business Days prior to each Distribution Date, the Master Servicer shall prepare and make available to the Trust Administrator and not later than each Distribution Date, the Trust Administrator shall make available to each Certificateholder, the Certificate Insurer, the Depositor, the Rating Agencies, the NIMS Insurer, the Trustee and any other interested parties a statement based in part on information provided by the Servicer setting forth the following information with respect to the related distribution (in the case of information furnished pursuant to (i) and (ii) below, the amounts shall be expressed as a dollar amount per one thousand:

(i)

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

(ii)

the amount of the distribution made on such Distribution Date to the Holders of the Certificates of each Class allocable to interest and how such distributions are calculated;

(iii)

the aggregate Servicing Fee (and any other compensation payable to the Servicer) paid during the related Due Period;

(iv)

the aggregate amount of any Class P Prepayment Charges collected on the Mortgage Loans identified on Schedule IV hereto;

(v)

the aggregate Principal Balance of the Mortgage Loans and any REO Properties as of the close of business on such Distribution Date;

(vi)

the number, aggregate Principal Balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans as of the related Due Date;

(vii)

the number and aggregate unpaid Principal Balance of Mortgage Loans (calculated in accordance with the MBA method) (a) delinquent 1 to 30 days (b) delinquent 31 to 60 days, (c) delinquent 61 to 90 days, (d) delinquent 91 or more days, in each case, as of the last day of the preceding calendar month (after taking into account any prepayments in full received prior to the end of the Prepayment Period), (e) as to which foreclosure proceedings have been commenced and (f) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force;

(viii)

with respect to any Mortgage Loan that became an REO Property during the preceding calendar month, the loan number of the related Mortgage Loan, the unpaid principal balance of the related Mortgage Loan and the principal balance of the related Mortgage Loan as of the date it became an REO Property;

(ix)

the book value of any REO Property as of the close of business on the last business day of the calendar month preceding the Distribution Date, and, cumulatively, the total number and cumulative principal balance of all REO Properties as of the close of business on the last day of the preceding Prepayment Period;

(x)

the amount of Advances included in the distribution on such Distribution Date and the aggregate amount of Advances outstanding as of the close of business on such Distribution Date;

(xi)

the aggregate amount of Principal Prepayments made during the related Prepayment Period;

(xii)

the aggregate amount of Realized Losses incurred during the related Prepayment Period, the aggregate amount of Realized Losses incurred since the Closing Date, the aggregate amount of Subsequent Recoveries received during the related Prepayment Period, the cumulative amount of Subsequent Recoveries received since th