POOLING AND SERVICING AGREEMENT

EXHIBIT 4

EXECUTION COPY

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MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,

Depositor

UBS REAL ESTATE SECURITIES INC.,

Transferor

WELLS FARGO BANK, N.A.,

Master Servicer, Trust Administrator and Custodian

and

JPMORGAN CHASE BANK, N.A.,

Trustee

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POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2005

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MASTR ADJUSTABLE RATE MORTGAGES TRUST 2005-3

MORTGAGE PASS THROUGH CERTIFICATES, Series 2005-3

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01 Definitions..................................................

Section 1.02 Certain Calculations.........................................

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Mortgage Loans.................................

Section 2.02 Acceptance by Trustee of the Mortgage Loans..................

Section 2.03 Remedies for Breaches of Representations and Warranties......

Section 2.04 Representations and Warranties of the Depositor as to the

Mortgage Loans..............................................

Section 2.05 Execution and Delivery of Certificates.......................

Section 2.06 REMIC Matters................................................

Section 2.07 Covenants of the Master Servicer.............................

Section 2.08 Representations and Warranties of the Master Servicer........

Section 2.09 Representations and Warranties of the Custodian..............

ARTICLE III

ADMINISTRATION AND MASTER

SERVICING OF MORTGAGE LOANS

Section 3.01 Master Servicing of Mortgage Loans...........................

Section 3.02 Monitoring of Servicers......................................

Section 3.03 [Reserved]...................................................

Section 3.04 Rights of the Depositor and the Trustee in Respect of the

Master Servicer.............................................

Section 3.05 Trustee to Act as Master Servicer............................

Section 3.06 Protected Accounts...........................................

Section 3.07 Collection of Mortgage Loan Payments; Collection Account;

Distribution Account; Group 1 Basis Risk Account............

Section 3.08 Collection of Taxes, Assessments and Similar Items;

Escrow Accounts.............................................

Section 3.09 Access to Certain Documentation and Information Regarding

the Mortgage Loans..........................................

Section 3.10 Permitted Withdrawals from the Collection Account and

Distribution Account and Group 1 Basis Risk Account.........

Section 3.11 Maintenance of Hazard Insurance..............................

Section 3.12 Presentment of Claims and Collection of Proceeds.............

Section 3.13 Maintenance of the Primary Insurance Policies................

Section 3.14 Realization upon Defaulted Mortgage Loans....................

Section 3.15 REO Property.................................................

Section 3.16 Due on Sale Clauses; Assumption Agreements...................

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

Section 3.18 Documents, Records and Funds in Possession of the Master

Servicer and the Custodian to Be Held for the Trustee.......

Section 3.19 Master Servicing Compensation................................

Section 3.20 Access to Certain Documentation..............................

Section 3.21 Annual Statement as to Compliance............................

Section 3.22 Annual Independent Public Accountants' Servicing

Statement; Financial Statements.............................

Section 3.23 Errors and Omissions Insurance; Fidelity Bonds...............

ARTICLE IV

DISTRIBUTIONS AND SERVICING ADVANCES

Section 4.01 Advances.....................................................

Section 4.02 Priorities of Distribution on the Certificates...............

Section 4.03 Allocation of Realized Losses................................

Section 4.04 Distribution Date Statements to Certificateholders...........

Section 4.05 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, THE CUSTODIAN AND THE MASTER SERVICER

Section 6.01 Respective Liabilities of the Depositor, the Master

Servicer and the Custodian..................................

Section 6.02 Merger or Consolidation of the Depositor, the Master

Servicer and the Custodian..................................

Section 6.03 Limitation on Liability of the Depositor, the Transferor,

the Master Servicer, the Custodian and Others...............

Section 6.04 Limitation on Resignation of Master Servicer.................

Section 6.05 Sale and Assignment of Master Servicing Rights...............

Section 6.06 Fees of the Custodian........................................

ARTICLE VII

DEFAULT

Section 7.01 Events of Default............................................

Section 7.02 Trustee to Act; Appointment of Successor.....................

Section 7.03 Notification to Certificateholders...........................

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE MASTER SERVICER

Section 8.01 Duties of Trustee............................................

Section 8.02 Certain Matters Affecting the Trustee........................

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

Section 8.04 Trustee May Own Certificates.................................

Section 8.05 Trustee's Fees and Expenses..................................

Section 8.06 Eligibility Requirements for Trustee.........................

Section 8.07 Resignation and Removal of Trustee...........................

Section 8.08 Successor Trustee............................................

Section 8.09 Merger or Consolidation of Trustee...........................

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

Section 8.11 Tax Matters..................................................

Section 8.12 Periodic Filings.............................................

ARTICLE IX

CONCERNING THE TRUST ADMINISTRATOR

Section 9.01 Duties of Trust Administrator................................

Section 9.02 Certain Matters Affecting the Trust Administrator............

Section 9.03 Trust Administrator Not Liable for Certificates or

Mortgage Loans..............................................

Section 9.04 Trust Administrator May Own Certificates.....................

Section 9.05 Trust Administrator's Fees and Expenses......................

Section 9.06 Eligibility Requirements for Trust Administrator.............

Section 9.07 Resignation and Removal of Trust Administrator...............

Section 9.08 Successor Trust Administrator................................

Section 9.09 Merger or Consolidation of Trust Administrator...............

ARTICLE X

TERMINATION

Section 10.01 Termination upon Liquidation or Purchase of All Mortgage

Loans.......................................................

Section 10.02 Final Distribution on the Certificates.......................

Section 10.03 Additional Termination Requirements..........................

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment....................................................

Section 11.02 Recordation of Agreement; Counterparts.......................

Section 11.03 Governing Law................................................

Section 11.04 Intention of Parties.........................................

Section 11.05 Notices......................................................

Section 11.06 Severability of Provisions...................................

Section 11.07 Assignment...................................................

Section 11.08 Limitation on Rights of Certificateholders...................

Section 11.09 Inspection and Audit Rights..................................

Section 11.10 Certificates Nonassessable and Fully Paid....................

SCHEDULES

Schedule I Mortgage Loan Schedule......................................

Schedule II Representations and Warranties as to the Mortgage Loans.....

Schedule III Class P Prepayment Charges Mortgage Loan Schedule...........

EXHIBITS

Exhibit A-1-A-1 Form of Class 1-A-1 Certificate...........................

Exhibit A-1-A-2 Form of Class 1-A-2 Certificate...........................

Exhibit A-1-A-X Form of Class 1-A-X Certificate...........................

Exhibit A-2-A-1 Form of Class 2-A-1 Certificate...........................

Exhibit A-3-A-1 Form of Class 3-A-1 Certificate...........................

Exhibit A-3-A-2 Form of Class 3-A-2 Certificate...........................

Exhibit A-3-A-X Form of Class 3-A-X Certificate...........................

Exhibit A-4-A-1 Form of Class 4-A-1 Certificate...........................

Exhibit A-5-A-1 Form of Class 5-A-1 Certificate...........................

Exhibit A-R Form of Class A-LR or A-UR Certificate........................

Exhibit B Form of Class B-1, B-2 or B-3 Certificate.....................

Exhibit C Form of Class B-4, B-5 or B-6 Certificate.....................

Exhibit D Form of Class P Certificate...................................

Exhibit E Form of Reverse of Certificates...............................

Exhibit F Form of Initial Certification of Custodian....................

Exhibit G Form of Final Certification of Custodian......................

Exhibit H Form of Transfer Affidavit....................................

Exhibit I Form of Transferor Certificate................................

Exhibit J Form of Investment Letter (Non Rule 144A).....................

Exhibit K Form of Rule 144A Letter......................................

Exhibit L Form of Request for Release of Documents......................

Exhibit M Form of Certification to be Provided with Form 10-K...........

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THIS POOLING AND SERVICING AGREEMENT, dated as of March 1, 2005,

among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation,

as depositor (the "Depositor"), UBS REAL ESTATE SECURITIES INC., a Delaware

corporation, as transferor (the "Transferor"), WELLS FARGO BANK, N.A., a

national banking association, as master servicer (in such capacity, the "Master

Servicer"), as trust administrator (in such capacity, the "Trust Administrator")

and as custodian (in such capacity, the "Custodian"), and JPMORGAN CHASE BANK,

N.A., a banking association organized under the laws of the United States, as

trustee (the "Trustee").

WITNESSETH THAT

In consideration of the mutual agreements herein contained, the

parties hereto agree as follows:

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed

to the Trustee in return for the Certificates. The Trust Fund is being conveyed

to the Trustee to create a trust for the benefit of the Certificateholders. The

Trust Fund for federal income tax purposes will consist of four REMICs.

Lower-Tier REMIC A will consist of all of the assets constituting the Trust Fund

relating to the Group 1 Mortgage Loans (other than any Class P Prepayment

Charges, the Lower-Tier REMIC A Regular Interests, the Middle-Tier REMIC Regular

Interests) and proceeds thereof in the Distribution Account and will be

evidenced by the Lower-Tier REMIC A Regular Interests (which will be

uncertificated and will represent the "regular interests" in Lower-Tier REMIC A)

and the Class A-LRA Interest as the single "residual interest" in Lower-Tier

REMIC A. The Trustee will hold the Lower-Tier REMIC A Regular Interests.

Lower-Tier REMIC B will consist of all of the assets constituting

the Trust Fund (other than those assets relating to the Group 1 Mortgage Loans,

any Class P Prepayment Charges, the Lower-Tier REMIC B Regular Interests,

Middle-Tier REMIC Regular Interests) and proceeds thereof in the Distribution

Account, and will be evidenced by the Lower-Tier REMIC B Regular Interests

(which will be uncertificated and will represent the "regular interests" in

Lower-Tier REMIC B) and the Class A-LRB Interest as the single "residual

interest" in the Lower-Tier REMIC. The Trustee will hold the Lower-Tier REMIC

Regular Interests.

The Middle-Tier REMIC will consist of the Lower-Tier REMIC A Regular

Interests, the Lower-Tier REMIC B Regular Interests and all proceeds thereof in

the Distribution Account and will be evidenced by the Middle-Tier REMIC Regular

Interests (which will be uncertificated and will represent the "regular

interests" in the Middle-Tier REMIC) and the Class A-MR Interest as the single

"residual interest" in the Middle-Tier REMIC. The Trustee shall hold the

Middle-Tier REMIC Regular Interests.

The Upper-Tier REMIC will consist of the Middle-Tier REMIC Regular

Interests and all proceeds thereof in the Distribution Account and will be

evidenced by the Regular Certificates (which will represent the "regular

interests" in the Upper-Tier REMIC) and the Class A-UR Interest as the single

"residual interest" of the Upper-Tier REMIC. The "latest possible maturity date"

for federal income tax purposes of all interests created hereby will be the

Latest Possible Maturity Date. The Class A-LR Certificates will represent the

Class A-LRA Interest and the Class A-LRB Interest. The Class A-UR Certificates

will represent the Class A-MR Interest and the Class A-UR Interest. In addition,

the Class P Certificates represent beneficial ownership of the Class P

Prepayment Charges, the Class 1-A-1 and Class 1-A-2 Certificates represent (in

addition to representing beneficial ownership of the related regular interest in

the Upper-Tier REMIC) the right to receive Group 1 Basis Risk Carry Forward

Amounts, and the Class 1-A-X Certificates represent (in addition to representing

beneficial ownership of a regular interest in the Upper-Tier REMIC) beneficial

ownership in the Group 1 Basis Risk Account, subject to the obligation to pay

Group 1 Basis Risk Carry Forward Amounts, which portions of the Trust Fund shall

be treated as a grantor trust under subpart E, Part I of subchapter J of the

Code.

The following table sets forth characteristics of the Certificates,

together with the minimum denominations and integral multiples in excess thereof

in which such Classes shall be issuable (except that one Certificate of each

Class of Certificates may be issued in a different amount):

<TABLE>

<CAPTION>

Integral

Initial Class Multiples in

Principal Balance Pass-Through Minimum Excess of

or Notional Amount Rate Denomination Minimum

------------------ ------------ ------------ ------------

<S> <C> <C> <C> <C>

Class 1-A-1 $ 60,742,000 (1) $ 25,000 $1

Class 1-A-2 $ 6,749,000 (2) $ 25,000 $1

Class 1-A-X $ 67,491,000(3) (4) $ 100,000 $1

Class 2-A-1 $ 75,738,000 (6) $ 25,000 $1

Class 3-A-1 $ 91,973,000 (7) $ 25,000 $1

Class 3-A-2 $ 9,198,000 (8) $ 25,000 $1

Class 3-A-X $ 91,973,000(9) (10) $ 100,000 $1

Class 4-A-1 $ 11,600,000 (11) $ 25,000 $1

Class 5-A-1 $ 11,718,000 (12) $ 25,000 $1

Class A-LR(13) $ 50 (5) $ 50 N/A

Class A-UR(14) $ 50 (5) $ 50 N/A

Class B-1 $ 13,237,000 (15) $ 25,000 $1

Class B-2 $ 5,504,000 (15) $ 25,000 $1

Class B-3 $ 4,015,000 (15) $ 25,000 $1

Class B-4 $ 2,231,000 (15) $ 25,000 $1

Class B-5 $ 2,677,000 (15) $ 25,000 $1

Class B-6 $ 2,083,239 (15) $ 25,000 $1

Class P (16) N/A N/A N/A(17)

</TABLE>

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(1) The Pass-Through Rate for the Class 1-A-1 Certificates for each

Distribution Date will be a per annum rate equal to the lesser of (i)

One-Month LIBOR, plus 0.25% (subject to an increase to 0.50% after the

first Distribution Date on which the Optional Termination with respect to

the Group 1 Mortgage Loans may be exercised), and (ii) the weighted

average of the Net Mortgage Rates on the Group 1 Mortgage Loans, weighted

on the basis of the respective Scheduled Principal Balances, as of the

first day of the related Interest Accrual Period (after taking into

account scheduled payments of principal on that date). In addition, the

Holders of Class 1-A-1 Certificates will be entitled to receive the Group

1 Basis Risk Carry Forward Amounts, if any, distributable on the Class

1-A-X Certificates, to the extent that the Pass-Through Rate for the Class

1-A-1 Certificates is limited by clause (ii) of the preceding sentence.

The Class 1-A-1 Certificates will represent not only the ownership of a

REMIC regular interest but also the right to receive payments from the

Group 1 Basis Risk Account in respect of any Group 1 Basis Risk Carry

Forward Amounts. For federal income tax purposes, a Class 1-A-1

Certificateholder's right to receive payments from the Group 1 Basis Risk

Account shall be treated as payments made pursuant to an interest rate cap

contract written by the Class 1-A-X Certificateholders.

(2) The Pass-Through Rate for the Class 1-A-2 Certificates for each

Distribution Date will be a per annum rate equal to the lesser of (i)

One-Month LIBOR, plus 0.31% (subject to an increase to 0.62% after the

first Distribution Date on which the Optional Termination with respect to

the Group 1 Mortgage Loans may be exercised), and (ii) the weighted

average of the Net Mortgage Rates on the Group 1 Mortgage Loans, weighted

on the basis of the respective Scheduled Principal Balances, as of the

first day of the related Interest Accrual Period (after taking into

account scheduled payments of principal on that date). In addition, the

Holders of Class 1-A-2 Certificates will be entitled to receive the Group

1 Basis Risk Carry Forward Amounts, if any, distributable on the Class

1-A-X Certificates, to the extent that the Pass-Through Rate for the Class

1-A-2 Certificates is limited by clause (ii) of the preceding sentence.

The Class 1-A-2 Certificates will represent not only the ownership of a

REMIC regular interest but also the right to receive payments from the

Group 1 Basis Risk Account in respect of any Group 1 Basis Risk Carry

Forward Amounts. For federal income tax purposes, a Class 1-A-2

Certificateholder's right to receive payments from the Group 1 Basis Risk

Account shall be treated as payments made pursuant to an interest rate cap

contract written by the Class 1-A-X Certificateholders.

(3) The Class 1-A-X Certificates are Interest-Only Certificates and will not

be entitled to distributions in respect of principal and will bear

interest on their Notional Amount.

(4) The Pass-Through Rate for the Class 1-A-X Certificates (i) for the first

Distribution Date will be a per annum rate equal to 2.70294% and (ii) for

each Distribution Date following the first Distribution Date will be a per

annum rate equal to the weighted average of the Net Mortgage Rates on the

Group 1 Mortgage Loans, weighted on the basis of the respective Scheduled

Principal Balances of the Group 1 Mortgage Loans, as of the first day of

the related Interest Accrual Period (after taking into account scheduled

payments of principal on that date) minus the weighted average of the

Class 1-A-1 Pass-Through Rate and Class 1-A-2 Pass-Through Rate for that

Distribution Date (weighted on the basis of the Certificate Principal

Balances of the Class 1-A-1 and Class 1-A-2 Certificates immediately prior

to that Distribution Date). For federal income tax purposes, the regular

interest represented by the Class 1-A-X Certificates shall be entitled to

Accrued Certificate Interest on the Class 1-A-X Certificates prior to any

reduction for any Group 1 Basis Risk Carry Forward Amounts. The Class

1-A-X Certificates also will represent beneficial ownership of the Group 1

Basis Risk Account, subject to the obligation to make payments of Group 1

Basis Risk Carry Forward Amounts. For federal income tax purposes, a Class

1-A-X Certificateholder's obligation to make such payments shall be

treated as payments made pursuant to an interest rate cap contract written

by the Class 1-A-X Certificateholders in favor of the Class 1-A-1 and

Class 1-A-2 Certificates. Such rights of the Class 1-A-X

Certificateholders and the Class 1-A-1 and Class 1-A-2 Certificateholders

shall be treated as held in a portion of the Trust Fund that is treated as

a grantor trust under subpart E, Part I of subchapter J of the Code.

(5) The Pass-Through Rate for the Class A-LR and Class A-UR Certificates for

each Distribution Date will be a per annum rate equal to the weighted

average of the Net Mortgage Rates on the Group 1 Mortgage Loans, weighted

on the basis of the respective Scheduled Principal Balances, as of the

first day of the related Interest Accrual Period (after taking into

account scheduled payments of principal on that date).

(6) The Pass-Through Rate for the Class 2-A-1 Certificates for each

Distribution Date will be a per annum rate equal to the weighted average

of the Net Mortgage Rates on the Group 2 Mortgage Loans, weighted on the

basis of the respective Scheduled Principal Balances, as of the first day

of the related Interest Accrual Period (after taking into account

scheduled payments of principal on that date).

(7) The Pass-Through Rate for the Class 3-A-1 Certificates for each

Distribution Date will be a per annum rate equal to the weighted average

of the Net Mortgage Rates on the Group 3 Mortgage Loans, weighted on the

basis of the respective Scheduled Principal Balances, as of the first day

of the related Interest Accrual Period (after taking into account

scheduled payments of principal on that date), minus 0.05891%.

(8) The Pass-Through Rate for the Class 3-A-2 Certificates for each

Distribution Date will be a per annum rate equal to the weighted average

of the Net Mortgage Rates on the Group 3 Mortgage Loans, weighted on the

basis of the respective Scheduled Principal Balances, as of the first day

of the related Interest Accrual Period (after taking into account

scheduled payments of principal on that date).

(9) The Class 3-A-X Certificates are Interest-Only Certificates and will not

be entitled to distributions in respect of principal and will bear

interest on their Notional Amount.

(10) The Pass-Through Rate for the Class 3-A-X Certificates for each

Distribution Date will be a per annum rate equal to 0.05891%.

(11) The Pass-Through Rate for the Class 4-A-1 Certificates for each

Distribution Date will be a per annum rate equal to the weighted average

of the Net Mortgage Rates on the Group 4 Mortgage Loans, weighted on the

basis of the respective Scheduled Principal Balances, as of the first day

of the related Interest Accrual Period (after taking into account

scheduled payments of principal on that date).

(12) The Pass-Through Rate for the Class 5-A-1 Certificates for each

Distribution Date will be a per annum rate equal to the weighted average

of the Net Mortgage Rates on the Group 5 Mortgage Loans, weighted on the

basis of the respective Scheduled Principal Balances, as of the first day

of the related Interest Accrual Period (after taking into account

scheduled payments of principal on that date).

(13) The Class A-LR Certificates will represent the Class A-LRA Interest and

the Class A-LRB Interest.

(14) The Class A-UR Certificates will represent the Class A-UR Interest and the

Class A-MR Interest.

(15) The Pass-Through Rate for the Class B-1, Class B-2, Class B-3, Class B-4,

Class B-5 and Class B-6 Certificates for each Distribution Date will be a

per annum rate equal to the weighted average (weighted on the basis of the

portion of the aggregate Class Principal Balance of the Subordinate

Certificates attributable to each Loan Group as of the first day of the

related Interest Accrual Period (after taking into account scheduled

payments of principal on that date)) of the weighted average of the Net

Mortgage Rates on the Mortgage Loans in each Loan Group, weighted on the

basis of the respective Scheduled Principal Balances, as of the first day

of the related Interest Accrual Period (after taking into account

scheduled payments of principal on that date).

(16) The Class P Certificates shall not have an aggregate principal balance and

shall not be entitled to distributions in respect of principal or

interest. The Class P Certificates shall be entitled to Class P Prepayment

Charges collected.

(17) The Class P Certificates shall be issued in a minimum percentage interest

of 1% and multiple integrals of 1% in excess thereof.

Set forth below are designations of Classes of Certificates to the

categories used herein:

Book-Entry Certificates........... All Classes of Offered Certificates other

than the Physical Certificates.

ERISA Restricted Certificates..... The Residual Certificates and the Private

Certificates.

Group 1 Certificates.............. The Class 1-A-1, Class 1-A-2,

Class 1-A-X, Class A-LR and Class A-UR

Certificates.

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

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

Class 3-A-X Certificates.

Group 4 Certificates.............. The Class 4-A-1 Certificates.

Group 5 Certificates.............. The Class 5-A-1 Certificates.

Interest-Only Certificates........ The Class 1-A-X and Class 3-A-X

Certificates

Offered Certificates.............. All Classes of Certificates other than

the Private Certificates.

Physical Certificates............. The Private Certificates and the Residual

Certificates.

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

Class P Certificates.

Rating Agencies................... S&P and Moody's.

Regular Certificates.............. All Classes of Certificates, other than

the Residual Certificates and the Class P

Certificates.

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

Certificates.

Senior Certificates............... The Group 1 Certificates, Group 2

Certificates, Group 3 Certificates,

Group 4 Certificates and Group 5

Certificates.

Subordinate Certificates.......... The Class B-1, Class B-2, Class B-3,

Class B-4, Class B-5 and Class B-6

Certificates.

Defined terms and provisions herein relating to statistical rating

agencies not designated above as Rating Agencies shall be of no force or effect.

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. Whenever used in this Agreement, the

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

the following meanings:

Accrued Certificate Interest: With respect to any Distribution Date

and any interest bearing Class of Certificates, the sum of (i) one month's

interest accrued during the related Interest Accrual Period at the Pass-Through

Rate for such Class on the related Class Principal Balance or Notional Amount,

subject to reduction as provided in Section 4.02(c) and (ii) any Class Unpaid

Interest Amounts for such Class.

Adjustment Amount: With respect to the Special Hazard Loss Coverage

Amount and, with respect to each anniversary of March 1, 2005, the amount, if

any, by which the Special Hazard Loss Coverage Amount (without giving effect to

the deduction of the Adjustment Amount for such anniversary) exceeds the

greatest of (x) the product of 1% and the outstanding principal balance of all

the related Mortgage Loans on the Distribution Date immediately preceding such

anniversary, (y) the outstanding principal balance of related Mortgage Loans

secured by Mortgaged Properties in the highest California zip code concentration

on the Distribution Date immediately preceding such anniversary and (z) twice

the outstanding principal balance of the related Mortgage Loan which has the

largest outstanding principal balance on the Distribution Date immediately

preceding such anniversary.

Adjustment Date: As to each Mortgage Loan, the date on which the

Mortgage Rate is adjusted in accordance with the terms of the related Mortgage

Note and Mortgage.

Advance: An advance of principal or interest required to be made by

the applicable Servicer pursuant to the related Servicing Agreement or required

to be made by the Master Servicer with respect to any Distribution Date pursuant

to Section 4.01.

Affiliate: When used with reference to a specified Person, another

Person that (i) directly or indirectly controls or is controlled by or is under

common control with the specified Person, (ii) is an officer of, partner in or

trustee of, or serves in a similar capacity with respect to, the specified

Person or of which the specified Person is an officer, partner or trustee, or

with respect to which the specified Person serves in a similar capacity or (iii)

directly or indirectly is the beneficial owner of 10% or more of any class of

equity securities of the specified Person or of which the specified Person is

directly or indirectly the owner of 10% or more of any class of equity

securities.

Aggregate Pool Principal Balance: As to any Distribution Date, the

aggregate of the Scheduled Principal Balances of the Mortgage Loans that were

Outstanding Mortgage Loans on the Due Date in the month preceding the month of

such Distribution Date.

Aggregate Subordinate Optimal Principal Amount: For any Distribution

Date, the sum of the Subordinate Optimal Principal Amounts for all of the Loan

Groups.

Aggregate Subordinate Percentage: As of any Distribution Date, the

aggregate Class Principal Balance for the Subordinate Certificates immediately

prior to such Distribution Date divided by the sum of the Group Pool Principal

Balance for all of the Loan Groups.

Agreement: This Pooling and Servicing Agreement and all amendments

or supplements hereto.

Allocable Share: For any Distribution Date and each Class of

Subordinate Certificates, the portion of the Aggregate Subordinate Optimal

Principal Amount allocable to such Class, equal to the product of the Aggregate

Subordinate Optimal Principal Amount on such Distribution Date and a fraction,

the numerator of which is the related Class Principal Balance thereof and the

denominator of which is the aggregate of the Class Principal Balances of the

Subordinate Certificates; provided, that no class of such Subordinate

Certificates will be entitled on any Distribution Date to receive distributions

pursuant to clauses (ii), (iii) and (iv) of the definition of Subordinate

Optimal Principal Amount unless the Class Prepayment Distribution Trigger for

that class is satisfied for that Distribution Date; if the Class Prepayment

Distribution Trigger is not satisfied for an outstanding class of such

Subordinate Certificates, those amounts will be distributable to the remaining

classes of such Subordinate Certificates for which the Class Prepayment

Distribution Trigger is satisfied, pro rata, according to Certificate Principal

Balance.

Amount Available for Group 1 Principal: As to any Distribution Date,

Group 1 Available Funds for such Distribution Date reduced by the aggregate

amount distributable on such Distribution Date in respect of interest on the

Group 1 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause

(a).

Amount Available for Group 2 Principal: As to any Distribution Date,

Group 2 Available Funds for such Distribution Date reduced by the aggregate

amount distributable on such Distribution Date in respect of interest on the

Group 2 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause

(b).

Amount Available for Group 3 Principal: As to any Distribution Date,

Group 3 Available Funds for such Distribution Date reduced by the aggregate

amount distributable on such Distribution Date in respect of interest on the

Group 3 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause

(c).

Amount Available for Group 4 Principal: As to any Distribution Date,

Group 4 Available Funds for such Distribution Date reduced by the aggregate

amount distributable on such Distribution Date in respect of interest on the

Group 4 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause

(d).

Amount Available for Group 5 Principal: As to any Distribution Date,

Group 5 Available Funds for such Distribution Date reduced by the aggregate

amount distributable on such Distribution Date in respect of interest on the

Group 5 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause

(e).

Amount Held for Future Distribution: As to any Distribution Date and

any Mortgage Loan or Loan Group, the aggregate amount held in the Collection

Account at the close of business on the related Servicer Remittance Date with

respect to such Mortgage Loan or Loan Group at the close of business on the

related Servicer Remittance Date on account of (i) Principal Prepayments

received after the related Prepayment Period, and Liquidation Proceeds and

Insurance Proceeds received in the month of such Distribution Date and (ii) all

Scheduled Payments due after the related Due Date.

Apportioned Subordinate Principal Distribution Amount: With respect

to a Class of Subordinate Certificates and any Distribution Date, the product of

(i) the Subordinate Principal Distribution Amount and (ii) the applicable

Apportionment Fraction.

Apportionment Fraction: With respect to each Class of Subordinate

Certificates and for any Distribution Date, in the event that the Class

Principal Balances of the Senior Certificates of any Certificate Group have been

reduced to zero, a fraction the numerator of which is equal to the sum of the

Subordinate Optimal Principal Amount of the Loan Group (or Groups) related to

such Certificate Group (or Groups), and the denominator of which is equal to the

Aggregate Subordinate Optimal Principal Amount.

Appraised Value: With respect to any Mortgage Loan, the Appraised

Value of the related Mortgaged Property shall be: (i) with respect to a Mortgage

Loan other than a Refinancing Mortgage Loan, the lesser of (a) the value of the

Mortgaged Property based upon the appraisal made at the time of the origination

of such Mortgage Loan and (b) the sales price of the Mortgaged Property at the

time of the origination of such Mortgage Loan; and (ii) with respect to a

Refinancing Mortgage Loan, the value of the Mortgaged Property based upon the

appraisal made at the time of the origination of such Refinancing Mortgage Loan

as modified by an updated appraisal.

Assignment: An individual assignment of a Mortgage, notice of

transfer or equivalent instrument in recordable form, sufficient under the laws

of the jurisdiction wherein the related Mortgaged Property is located to reflect

of record the sale or transfer of the Mortgage Loan.

Assignment Agreements: The following Assignment, Assumption and

Recognition Agreements, each dated as of March 30, 2005, whereby certain

Servicing Agreements solely with respect to the related Mortgage Loans were

assigned to the Depositor for the benefit of the Certificateholders:

(a) The Assignment, Assumption and Recognition Agreement, among

CUNA, the Transferor and Mortgage Asset Securitization Transactions, Inc.;

(b) The Assignment, Assumption and Recognition Agreement, among

Downey, the Transferor and Mortgage Asset Securitization Transactions,

Inc.;

(c) The Assignment, Assumption and Recognition Agreement, among

GMAC, the Transferor and Mortgage Asset Securitization Transactions, Inc.;

(d) The Assignment, Assumption and Recognition Agreement, among

GreenPoint, the Transferor and Mortgage Asset Securitization Transactions,

Inc.;

(e) The Assignment, Assumption and Recognition Agreement, among

National City, the Transferor and Mortgage Asset Securitization

Transactions, Inc.;

(f) The Assignment, Assumption and Recognition Agreement, among

Nexstar, the Transferor and Mortgage Asset Securitization Transactions,

Inc.;

(g) The Assignment, Assumption and Recognition Agreement, among PHH,

the Transferor and Mortgage Asset Securitization Transactions, Inc.;

(h) The Assignment, Assumption and Recognition Agreement, among

Provident, the Transferor and Mortgage Asset Securitization Transactions,

Inc.; and

(i) The Assignment, Assumption and Recognition Agreement, among

Wells Fargo, the Transferor and Mortgage Asset Securitization

Transactions, Inc.

Assignment of Proprietary Lease: With respect to a Cooperative Loan,

the assignment or mortgage of the related Proprietary Lease from the Mortgagor

to the originator of the Cooperative Loan.

Available Funds: With respect to any Certificate Group, the Group 1

Available Funds, the Group 2 Available Funds, the Group 3 Available Funds, the

Group 4 Available Funds and the Group 5 Available Funds, as the case may be.

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

amended.

Bankruptcy Coverage Termination Date: With respect to any Loan

Group, the point in time at which the Bankruptcy Loss Coverage Amount is reduced

to zero.

Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient

Valuation or Debt Service Reduction as reported by the applicable Servicer to

the Master Servicer; provided, however, that a Bankruptcy Loss shall not be

deemed a Bankruptcy Loss hereunder so long as the Master Servicer has notified

the Trustee in writing that either the Master Servicer or the applicable

Servicer is diligently pursuing any remedies that may exist in connection with

the related Mortgage Loan and either (A) the related Mortgage Loan is not in

default with regard to payments due thereunder or (B) delinquent payments of

principal and interest under the related Mortgage Loan and any related escrow

payments in respect of such Mortgage Loan are being advanced on a current basis

by either the Master Servicer or the applicable Servicer, in either case without

giving effect to any Debt Service Reduction or Deficient Valuation.

Bankruptcy Loss Coverage Amount: As of any Distribution Date, the

Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Coverage

Amount as reduced by (i) the aggregate amount of Bankruptcy Losses relating to

the Mortgage Loans since March 1, 2005 and (ii) any permissible reductions in

such Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating

Agency to the Trust Administrator and the Trustee to the effect that any such

reduction or modification will not adversely affect the then current ratings

assigned to the Senior Certificates rated by it.

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

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)

a day on which banking institutions in the City of New York, New York,

Minnesota, Maryland, or any city in which the Corporate Trust Office of the

Trustee or Trust Administrator is located are authorized or obligated by law or

executive order to be closed.

Certificate: Any one of the Certificates executed by the Trust

Administrator on behalf of the Trust and authenticated by the Trust

Administrator in substantially the forms attached hereto as Exhibits A through

E.

Certificate Group: The Group 1 Certificates, Group 2 Certificates,

Group 3 Certificates, Group 4 Certificates and Group 5 Certificates, as

applicable.

Certificate Owner: With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of such Book-Entry Certificate.

Certificate Principal Balance: With respect to any Certificates

(other than the Class P Certificates or the Interest-Only Certificates) at any

date, the maximum dollar amount of principal to which the Holder thereof is then

entitled hereunder, such amount being equal to the Denomination thereof minus

the sum of (i) all distributions of principal previously made with respect

thereto and (ii) all Realized Losses allocated thereto and, in the case of any

Subordinate Certificates, all other reductions in Certificate Principal Balance

previously allocated thereto pursuant to Section 4.03; provided, however, that

pursuant to Section 4.03(d), the Class Principal Balance of a Class of

Certificates may be increased up to the amount of Realized Losses previously

allocated to such Class, in the event that there is a Recovery on a related

Mortgage Loan, and the Certificate Principal Balance of any individual

Certificate of such Class will be increased by its pro rata share of the

increase to such Class. The Class P Certificates and the Interest-Only

Certificates have no Certificate Principal Balance.

Certificate Register: The register maintained pursuant to Section

5.02 hereof.

Certificateholder or Holder: The person in whose name a Certificate

is registered in the Certificate Register, except that, solely for the purpose

of giving any consent pursuant to this Agreement, any Certificate registered in

the name of the Master Servicer or the Depositor or any affiliate of the Master

Servicer or the Depositor, as applicable, shall be deemed not to be Outstanding

and the Percentage Interest evidenced thereby shall not be taken into account in

determining whether the requisite amount of Percentage Interests necessary to

effect such consent has been obtained; provided, however, that, if any such

Person (including the Master Servicer or the Depositor) owns 100% of the

Percentage Interests evidenced by a Class of Certificates, such Certificates

shall be deemed to be Outstanding for purposes of any provision hereof that

requires the consent of the Holders of Certificates of a particular Class as a

condition to the taking of any action hereunder. The Trust Administrator is

entitled to rely conclusively on a certification of the Master Servicer or the

Depositor or any affiliate of the Master Servicer or the Depositor, as

applicable, in determining which Certificates are registered in the name of an

affiliate of the Master Servicer or the Depositor.

Certification: As specified in Section 8.12(d).

Class: All Certificates bearing the same class designation as set

forth in the Preliminary Statement.

Class 1-A-1 Certificate Basis Risk Carry Forward Amount: If on any

Distribution Date the Pass-Through Rate for the Class 1-A-1 Certificates is

limited to the interest rate cap of the weighted average of the Net Mortgage

Rates on the Group 1 Loans, then the excess of (i) the Accrued Certificate

Interest that the Class 1-A-1 Certificates would have been entitled to receive

on that Distribution Date had the Pass-Through Rate not been subject to such

interest rate cap, over (ii) the actual Accrued Certificate Interest for the

Class 1-A-1 Certificates for such Distribution Date.

Class 1-A-2 Certificate Basis Risk Carry Forward Amount: If on any

Distribution Date the Pass-Through Rate for the Class 1-A-2 Certificates is

limited to the interest rate cap of the weighted average of the Net Mortgage

Rates on the Group 1 Loans, then the excess of (i) the Accrued Certificate

Interest that the Class 1-A-2 Certificates would have been entitled to receive

on that Distribution Date had the Pass-Through Rate not been subject to such

interest rate cap, over (ii) the actual Accrued Certificate Interest for the

Class 1-A-2 Certificates for such Distribution Date.

Class A-LRA Interest: The sole class of "residual interest" in the

Lower-Tier REMIC A.

Class A-LRB Interest: The sole class of "residual interest" in the

Lower-Tier REMIC B.

Class A-MR Interest: The sole class of "residual interest" in the

Middle-Tier REMIC.

Class A-UR Interest: The sole class of "residual interest" in the

Upper-Tier REMIC.

Class Interest Shortfall: As to any Distribution Date and any

interest-bearing Class of Certificates, the amount by which the amount described

in clause (i) of the definition of Accrued Certificate Interest for such Class

exceeds the amount of interest actually distributed on such Class on such

Distribution Date pursuant to such clause (i).

Class P Certificates: All Certificates bearing the class designation

of "Class P".

Class P Prepayment Charges: Any prepayment premium, penalty or

charge to which the Trust is entitled with respect to Mortgage Loans identified

on Schedule III attached hereto.

Class Prepayment Distribution Trigger: This trigger is satisfied

with respect to any Class of Subordinate Certificates and any Distribution Date,

if either (i) the Fractional Interest for such Class with respect to such

Distribution Date, equals or exceeds the Fractional Interest for such Class

calculated as of the Closing Date or (ii) such Class of Subordinate Certificates

is the most senior Class of Subordinate Certificates then outstanding.

Class Principal Balance: With respect to any Class of Certificates

(other than the Class P Certificates and the Interest-Only Certificates) and as

to any date of determination, the aggregate of the Certificate Principal

Balances of all Certificates of such Class as of such date.

Class Unpaid Interest Amounts: As to any Distribution Date and any

interest bearing Class of Certificates, the amount by which the aggregate Class

Interest Shortfalls for such Class on prior Distribution Dates exceeds the

amount distributed on such Class on prior Distribution Dates pursuant to clause

(ii) of the definition of Accrued Certificate Interest for such Class.

Clean-up Call Mortgage Loan Price: With respect to each Mortgage

Loan (not including REO Properties) to be purchased pursuant to Section

10.01(a), the greater of (x) the Par Call Price for such Mortgage Loan and (y)

the Fair Market Value Call Price for such Mortgage Loan.

Clean-up Call REO Property Price: With respect to each REO Property

to be purchased pursuant to Section 10.01(a), the lesser of (x) the appraised

value of such REO Property as determined by the higher of two appraisals

completed by two independent appraisers selected by the Master Servicer at the

expense of the Master Servicer and (y) the unpaid principal balance of each

Mortgage Loan related to such REO Property plus accrued and unpaid interest

thereon at the applicable Net Mortgage Rate.

Closing Date: March 30, 2005.

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

amendatory provisions.

Collection Account: The separate Eligible Account or Accounts

created and maintained by the Master Servicer pursuant to Section 3.07 with a

depository institution in the name of the Master Servicer for the benefit of the

Trustee on behalf of Certificateholders and designated "Wells Fargo Bank, N.A.,

in trust for registered holders of MASTR Adjustable Rate Mortgages Trust 2005-3

Mortgage Pass-Through Certificates, Series 2005-3." The Collection Account may

be deemed to be a sub-account of the Distribution Account.

Compensating Interest: With respect to any Distribution Date and any

Servicer, the amount required to be paid by such Servicer under the related

Servicing Agreement in connection with Prepayment Interest Shortfalls that occur

on Mortgage Loans serviced by such Servicer for the related Distribution Date.

If any Servicer fails to make its required Compensating Interest payment on any

Distribution Date, the Master Servicer will be required to make such

Compensating Interest payment to the same extent that such Servicer is required

to make such Compensating Interest payment.

Control Person: As defined in Section 8.05.

Cooperative Corporation: With respect to any Cooperative Loan, the

cooperative apartment corporation that holds legal title to the related

Cooperative Property and grants occupancy rights to units therein to

stockholders through Proprietary Leases or similar arrangements.

Cooperative Lien Search: A search for (a) federal tax liens,

mechanics' liens, lis pendens, judgments of record or otherwise against (i) the

Cooperative Corporation and (ii) the seller of the Cooperative Unit, (b) filings

of Financing Statements and (c) the deed of the Cooperative Property into the

Cooperative Corporation.

Cooperative Loan: A Mortgage Loan that is secured by a first lien on

and a perfected security interest in Cooperative Shares and the related

Proprietary Lease granting exclusive rights to occupy the related Cooperative

Unit in the building owned by the related Cooperative Corporation.

Cooperative Property: With respect to any Cooperative Loan, all real

property and improvements thereto and rights therein and thereto owned by a

Cooperative Corporation including without limitation the land, separate dwelling

units and all common elements.

Cooperative Shares: With respect to any Cooperative Loan, the shares

of stock issued by a Cooperative Corporation and allocated to a Cooperative Unit

and represented by stock certificates.

Cooperative Unit: With respect to any Cooperative Loan, a specific

unit in a Cooperative Property.

Corporate Trust Office: With respect to the Trustee, the designated

office of the Trustee at which at any particular time its corporate trust

business with respect to this Agreement shall be administered, which office at

the date of the execution of this Agreement is located at 4 New York Plaza, 6th

Floor, New York, New York 10004 2477, Attention: Institutional Trust

Services/Global Debt MASTR Adjustable Rate Mortgages Trust 2005-3, telephone no.

(212) 623 5600, facsimile no. (212) 623 5930, which is the address to which

appropriate notices to and correspondence with the Trustee should be directed.

With respect to the Trust Administrator, the designated office of the Trust

Administrator at which at any particular time its corporate trust business with

respect to this Agreement shall be administered, which office at the date of

execution of this Agreement is located for certificate transfer purposes at

Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:

Corporate Trust Services - MARM 2005-3, and for all other purposes at 9062 Old

Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services -

MARM 2005-3.

Corresponding Class or Classes of Certificates and Corresponding

Middle-Tier REMIC Regular Interests: With respect to each Middle-Tier REMIC

Regular Interest and each Class or Classes of Certificates appearing opposite

each other as follows:

<TABLE>

<CAPTION>

Corresponding Middle-Tier Corresponding Class or

REMIC Regular Interest Classes of Certificates

---------------------------------------------- -------------------------------------------------

<S> <C>

Class 1-A-1 and Class 1-A-X Certificates as

Class 1-A-M1 Interest provided in Section 4.02(f)

Class 1-A-2 and Class 1-A-X Certificates as

Class 1-A-M2 Interest provided in Section 4.02(f)

Class 2-A-M1 Interest Class 2-A-1 Certificates

Class 3-A-M1 Interest Class 3-A-1 and Class 3-A-X Certificates

Class 3-A-M2 Interest Class 3-A-2 Certificates

Class 4-A-M1 Interest Class 4-A-1 Certificates

Class 5-A-M1 Interest Class 5-A-1 Certificates

Class B-M1 Interest Class B-1 Certificates

Class B-M2 Interest Class B-2 Certificates

Class B-M3 Interest Class B-3 Certificates

Class B-M4 Interest Class B-4 Certificates

Class B-M5 Interest Class B-5 Certificates

Class B-M6 Interest Class B-6 Certificates

</TABLE>

Covered Loan: A Mortgage Loan categorized as Covered pursuant to

Appendix E of Standard & Poor's Glossary.

Cross-Over Date: The Distribution Date on which the Class Principal

Balances of the Subordinate Certificates have been reduced to zero.

CUNA: CUNA Mutual Mortgage Corp., Inc. and its successors and

assigns, in its capacity as Servicer of the CUNA Mortgage Loans.

CUNA Mortgage Loans: The Mortgage Loans for which CUNA is listed as

"Servicer" on the Mortgage Loan.

CUNA Servicing Agreement: Solely with respect to the CUNA Mortgage

Loans, the Master Mortgage Loan Sale and Servicing Agreement, dated as of

December 12, 2003, between the Transferor, as purchaser, and CUNA, as seller and

servicer, as the same may be amended from time to time.

Custodian: Wells Fargo with respect to those Mortgage Loans for

which Wells Fargo is listed under the heading "Custodian" in the Mortgage Loan

Schedule.

Cut-off Date: With respect to the Mortgage Loans, March 1, 2005.

Cut-off Date Pool Balance: $297,465,340.

Cut-off Date Principal Balance: As to any Mortgage Loan, the

Scheduled Principal Balance thereof as of the close of business on the Cut-off

Date.

Debt Service Reduction: With respect to any Mortgage Loan, a

reduction by a court of competent jurisdiction in a proceeding under the

Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became

final and non appealable, except such a reduction resulting from a Deficient

Valuation or any reduction that results in a permanent forgiveness of principal.

Deficient Valuation: With respect to any Mortgage Loan, a valuation

by a court of competent jurisdiction of the Mortgaged Property in an amount less

than the then outstanding indebtedness under the Mortgage Loan, or any reduction

in the amount of principal to be paid in connection with any Scheduled Payment

that results in a permanent forgiveness of principal, which valuation or

reduction results from an order of such court which is final and non appealable

in a proceeding under the Bankruptcy Code.

Definitive Certificates: Any Certificate evidenced by a Physical

Certificate and any Certificate issued in lieu of a Book-Entry Certificate

pursuant to Section 5.02(e).

Deleted Mortgage Loan: As defined in Section 2.03 hereof.

Denomination: With respect to each Certificate, the amount set forth

on the face thereof as the "Initial Certificate Principal Balance of this

Certificate" or the "Initial Notional Amount of this Certificate" or, if neither

of the foregoing, the Percentage Interest appearing on the face thereof.

Depositor: Mortgage Asset Securitization Transactions, Inc., a

Delaware corporation, or its successor in interest.

Depository: The initial Depository shall be The Depository Trust

Company, the nominee of which is CEDE & Co., as the registered Holder of the

Book-Entry Certificates. The Depository shall at all times be a "clearing

corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of

the State of New York.

Depository Participant: A broker, dealer, bank or other financial

institution or other Person for whom from time to time a Depository effects book

entry transfers and pledges of securities deposited with the Depository.

Determination Date: The date on which a Servicer is required to

determine the amount it is required to advance pursuant to the applicable

Servicing Agreement.

Distribution Account: The separate Eligible Account created and

maintained by the Trust Administrator pursuant to Section 3.07 in the name of

the Trustee for the benefit of the Certificateholders and designated "JPMorgan

Chase Bank, N.A., in trust for registered holders of MASTR Adjustable Rate

Mortgages Trust 2005-3 Mortgage Pass-Through Certificates, Series 2005-3." Funds

in the Distribution Account shall be held in trust for the Certificateholders

for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date: As to any Distribution Date, one

Business Day prior to such Distribution Date.

Distribution Date: The 25th day of each calendar month after the

initial issuance of the Certificates, or if such 25th day is not a Business Day,

the next succeeding Business Day, commencing in April 2005.

Distribution Date Statement: The statement delivered to the

Certificateholders pursuant to Section 4.04.

DBRS: Dominion Bond Rating Service, Inc. or any successor thereto.

If DBRS is designated as a Rating Agency in the Preliminary Statement, for

purposes of Section 11.05(b), the address for notices to DBRS shall be 55

Broadway, New York, NY 10006, Attention: RMBS Surveillance-MASTR Adjustable Rate

Mortgages Trust 2005-3, or such other address as DBRS may hereafter furnish to

each party to this Agreement.

Downey: Downey Savings and Loan Association, F.A. and its successors

and assigns, in its capacity as Servicer of the Downey Mortgage Loans.

Downey Mortgage Loans: The Mortgage Loans for which Downey is listed

as "Servicer" on the Mortgage Loan Schedule.

Downey Servicing Agreement: Solely with respect to the Downey

Mortgage Loans, the Master Loan Purchase and Servicing Agreement, dated as of

August 1, 2002, between the Transferor, as purchaser, and Downey, as seller and

as servicer, as amended by Amendment Number One, dated as of November 15, 2002,

as further amended by Amendment Number Two, dated as of May 28, 2003, and as

further amended by Amendment Number Three, dated as of September 1, 2003, and as

the same may be further amended from time to time, and any assignments and

conveyances related to the Downey Mortgage Loans.

Due Date: With respect to any Distribution Date, the first day of

the month in which the related Distribution Date occurs.

Eligible Account: Any of (i) an account or accounts maintained with

a federal or state chartered depository institution or trust company the short

term unsecured debt obligations of which (or, in the case of a depository

institution or trust company that is the principal subsidiary of a holding

company, the debt obligations of such holding company) have the highest short

term ratings of each Rating Agency at the time any amounts are held on deposit

therein, or (ii) an account or accounts in a depository institution or trust

company in which such accounts are insured by the FDIC (to the limits

established by the FDIC) and the uninsured deposits in which accounts are

otherwise secured such that, as evidenced by an Opinion of Counsel delivered to

the Trust Administrator and the Trustee and to each Rating Agency, the

Certificateholders have a claim with respect to the funds in such account or a

perfected first priority security interest against any collateral (which shall

be limited to Permitted Investments) securing such funds that is superior to

claims of any other depositors or creditors of the depository institution or

trust company in which such account is maintained, or (iii) a segregated trust

account or accounts maintained with the corporate trust department of a federal

depository institution or state-chartered depository institution subject to

regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S.

Code of Federal Regulation Section 9.10(b), which, in either case, has corporate

trust powers and is acting in its fiduciary capacity or (iv) any other account

acceptable to each Rating Agency. Eligible Accounts may bear interest, and may

include, if otherwise qualified under this definition, accounts maintained with

the Trust Administrator.

Eligible Substitute Mortgage Loan: With respect to a Mortgage Loan

substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan which

must, on the date of such substitution, (i) have a Scheduled Principal Balance,

after deduction of the principal portion of the Scheduled Payment due in the

month of substitution (or, in the case of a substitution of more than one

mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not

in excess of, and not more than 10% less than the Scheduled Principal Balance of

the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than,

and not more than 1% per annum higher than, that of the Deleted Mortgage Loan;

(iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage

Loan; (iv) have the same index and Periodic Rate Cap as that of the Deleted

Mortgage Loan and a gross margin not more than 1% per annum higher or lower than

that of the Deleted Mortgage Loan; (v) does not permit conversion of the related

interest rate to a fixed interest rate; (vi) have a remaining term to maturity

no greater than (and not more than one year less than that of) the Deleted

Mortgage Loan; (vii) comply with each representation and warranty set forth in

Section 2.03 hereof; (viii) be the same credit grade category as the Deleted

Mortgage Loan; (ix) have the same prepayment penalty term; and (x) not be a

Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan.

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

amended.

ERISA Restricted Certificate: As specified in the Preliminary

Statement.

Escrow Account: The Eligible Account or Accounts established and

maintained pursuant to Section 3.08 hereof.

Excess Loss: With respect to any Mortgage Loan, the amount of any

(i) Fraud Loss realized after the Fraud Loss Coverage Termination Date, (ii)

Special Hazard Loss realized after the Special Hazard Coverage Termination Date

or (iii) Deficient Valuation realized after the Bankruptcy Coverage Termination

Date.

Excess Proceeds: With respect to any Liquidated Loan, the amount, if

any, by which the sum of any Liquidation Proceeds of such Mortgage Loan received

in the calendar month in which such Mortgage Loan became a Liquidated Loan,

exceeds (i) the Scheduled Principal Balance of such Liquidated Loan as of the

Due Date in the month in which such Mortgage Loan became a Liquidated Loan plus

(ii) accrued interest at the Mortgage Rate from the Due Date as to which

interest was last paid or advanced (and not reimbursed) to Certificateholders up

to the Due Date applicable to the Distribution Date immediately following the

calendar month during which such liquidation occurred.

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

time to time.

Fair Market Value Call Price: With respect to each Mortgage Loan

(not including REO Properties) to be purchased pursuant to Section 10.01(a)

hereof, the fair market value of such Mortgage Loan (to be determined pursuant

to a bid procedure set forth in Section 10.01(b) hereof) plus accrued and unpaid

interest thereon at the applicable Net Mortgage Rate.

Fair Market Value Excess: With respect to each Mortgage Loan to be

purchased pursuant to Section 10.01(a) hereof, the excess, if any, of the Fair

Market Value Call Price for such Mortgage Loan, over the Par Call Price for such

Mortgage Loan. Any Fair Market Value Excess will not become part of the related

Group Available Funds, but shall instead be distributed directly to the Holders

of the Class A-LR Certificates pursuant to Section 4.02(g) hereof.

Fannie Mae: Fannie Mae, a federally chartered and privately owned

corporation organized and existing under the Federal National Mortgage

Association Charter Act, or any successor thereto.

FDIC: The Federal Deposit Insurance Corporation, or any successor

thereto.

Final Certification: With respect to the Custodian, the

certification required to be delivered by such Custodian not more than 90 days

after the Closing Date to the Depositor, the Trustee and the Transferor in the

form annexed hereto as Exhibit G pursuant to Section 2.02 of this Agreement.

Financing Statement: A financing statement in the form of a UCC-1 or

UCC-3, as applicable, filed pursuant to the Uniform Commercial Code to perfect a

security interest in the Cooperative Shares and Pledge Instruments.

Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated

as a Rating Agency in the Preliminary Statement, for purposes of Section

11.05(b), the address for notices to Fitch shall be One State Street Plaza, New

York, NY 10004, Attention: MBS Monitoring MASTR Adjustable Rate Mortgages Trust

2005-3, or such other address as Fitch may hereafter furnish to each party to

this Agreement.

Fractional Interest: As to any Distribution Date and each Class of

Subordinate Certificates, the fraction (expressed as a percentage), the

numerator of which is the aggregate Certificate Principal Balance of such Class

and each Class subordinate to such Class, if any, and the denominator of which

is the aggregate Scheduled Principal Balance for all Loan Groups.

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

Fraud Loss Coverage Amount: As of the Closing Date, $8,923,960,

subject to reduction from time to time by the aggregate amount of Fraud Losses

that would have been previously allocated to the Subordinate Certificates in the

absence of the Loss Allocation Limitation since the Cut-off Date. In addition,

the Fraud Loss Coverage Amount will be reduced as follows: (a) on the first

anniversary of March 1, 2005, to an amount equal to $5,949,306 less the amount

of Fraud Losses that would have been previously allocated to the Subordinate

Certificates in the absence of the Loss Allocation Limitation, (b) on the second

anniversary of March 1, 2005, to an amount equal to $2,974,653 less the amount

of Fraud Losses that would have been previously allocated to the Subordinate

Certificates in the absence of the Loss Allocation Limitation and (c) on the

earlier to occur of the Cross-Over Date and the fifth anniversary of March 1,

2005, to zero.

Fraud Loss Coverage Termination Date: The point in time at which the

Fraud Loss Coverage Amount is reduced to zero.

Fraud Losses: Realized Losses on Mortgage Loans as to which a loss

is sustained by reason of a default arising from fraud, dishonesty or

misrepresentation in connection with the related Mortgage Loan, including a loss

by reason of the denial of coverage under any related Primary Insurance Policy

because of such fraud, dishonesty or misrepresentation as reported by the

applicable Servicer to the Master Servicer.

Freddie Mac: Freddie Mac, a corporate instrumentality of the United

States created and existing under Title III of the Emergency Home Finance Act of

1970, as amended, or any successor thereto.

GMAC: GMAC Mortgage Corporation and its successors and assigns, in

its capacity as Servicer of the GMAC Mortgage Loans.

GMAC Mortgage Loans: The Mortgage Loans for which GMAC is listed as

"Servicer" in the Mortgage Loan Schedule.

GMAC Servicing Agreement: Solely with respect to the GMAC Mortgage

Loans, the Servicing Agreement, dated as of November 1, 2001, between the

Transferor and GMAC, as amended by Amendment Number One, dated as of January 1,

2003, as the same may be further amended from time to time, and any assignment

and conveyance related to the GMAC Mortgage Loans.

Grantor Trust: That portion of the Trust, exclusive of the Trust

REMICs, that holds (a) the rights of the Class P Certificateholders to Class P

Prepayment Charges, (b) the right of the Class 1-A-1 and Class 1-A-2

Certificates to receive Class 1-A-1 Basis Risk Carry Forward Amounts and Class

1-A-2 Basis Risk Carry Forward Amounts, respectively, and (c) the Group 1 Basis

Risk Account and the beneficial interest of the Class 1-A-X Certificates with

respect thereto, subject to the obligation of the Class 1-A-X Certificates to

pay Group 1 Basis Risk Carry Forward Amounts.

GreenPoint: GreenPoint Mortgage Funding, Inc. and its successors and

assigns, in its capacity as Servicer of the GreenPoint Mortgage Loans.

GreenPoint Mortgage Loans: The Mortgage Loans for which GreenPoint

is listed as "Servicer" on the Mortgage Loan Schedule.

GreenPoint Servicing Agreement: Solely with respect to the

GreenPoint Mortgage Loans, the Master Loan Purchase and Servicing Agreement,

dated as of March 1, 2003, between the Transferor, as purchaser, and GreenPoint,

as seller and servicer, as amended by Amendment Number One, dated May 30, 2003,

as further amended by Amendment Number Two, dated January 8, 2004, as further

amended by Amendment No. Three, dated July 1, 2004, and as the same may be

further amended from time to time.

Group 1 Available Funds: As to any Distribution Date, the sum of (a)

the aggregate amount held in the Collection Account at the close of business on

the related Servicer Remittance Date and, without duplication, on deposit in the

Distribution Account at the close of business on the related Distribution

Account Deposit Date, attributable to the Group 1 Mortgage Loans net of the

Amount Held for Future Distribution related to the Group 1 Mortgage Loans and

net of amounts (i) permitted to be withdrawn from the Collection Account

pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii), (ix)(B), (x)

and (xi) of Section 3.10(a), (ii) after giving effect to all amounts deposited

to the Distribution Account from the Collection Account, amounts permitted to be

withdrawn from the Distribution Account pursuant to clauses (i) through (iv)

inclusive of Section 3.10(b) each as it relates to the Group 1 Mortgage Loans

and (iii) any amounts representing Fair Market Value Excess with respect to a

Group 1 Mortgage Loan received in connection with the termination of the Trust

Fund pursuant to Section 10.01 hereof, (b) the amount of the Advances related to

the Group 1 Mortgage Loans, and (c) in connection with Deleted Mortgage Loans in

Loan Group 1, as applicable, the aggregate of the Purchase Prices and

Substitution Adjustment Amounts deposited on the related Distribution Account

Deposit Date.

Group 1 Basis Risk Account: The separate Eligible Account created

and maintained by the Trust Administrator pursuant to Section 3.07 in the name

of the Trustee for the benefit of the Class 1-A-X Certificateholders and

designated "JPMorgan Chase Bank, N.A., in trust for registered holders of MASTR

Adjustable Rate Mortgages Trust 2005-3 Mortgage Pass-Through Certificates,

Series 2005-3." Funds in the Group 1 Basis Risk Account (consisting of the Group

1 Basis Risk Payments) shall be held in trust for the Class 1-A-X

Certificateholders for the uses and purposes set forth in this Agreement.

Group 1 Basis Risk Carry Forward Amount: For any Distribution Date,

the sum of (i) any Class 1-A-1 Basis Risk Carry Forward Amounts for such

Distribution Date, and (ii) any Class 1-A-2 Basis Risk Carry Forward Amounts for

such Distribution Date.

Group 1 Basis Risk Payment: For any Distribution Date, the aggregate

of the Group 1 Basis Risk Carry Forward Amount for that Distribution Date,

together with any unpaid Group 1 Basis Risk Carry Forward Amounts from prior

Distribution Dates; provided, however, that, with respect to any Distribution

Date, the Group 1 Basis Risk Payment cannot exceed the Accrued Certificate

Interest for the Class 1-A-X Certificates for such Distribution Date. Any Group

1 Basis Risk Payments for each Distribution Date will be allocated (1) first,

between the Class 1-A-1 and Class 1-A-2 Certificates, pro rata, based upon their

respective Certificate Principal Balances and (2) second, any remaining Group 1

Basis Risk Payments to the Class 1-A-1 and Class 1-A-2 Certificates, pro rata,

based upon any Group 1 Basis Risk Cary Forward Amounts remaining unpaid, in

order to reimburse such unpaid amounts.

Group 1 Certificates: As specified in the Preliminary Statement.

Group 1 Interest Distribution Amount: For the Class 1-A-1, Class

1-A-2 and Class 1-A-X Certificates for each Distribution Date, an amount equal

to (i) with respect to the Class 1-A-1 Certificates, the sum of (a) the Accrued

Certificate Interest for such Class for such Distribution Date and (b) the

portion of the Group 1 Basis Risk Payment for the Class 1-A-1 Certificates for

such Distribution Date, (ii) with respect to the Class 1-A-2 Certificates, the

sum of (a) the Accrued Certificate Interest for such Class for such Distribution

Date and (b) the portion of the Group 1 Basis Risk Payment for the Class 1-A-2

Certificates for such Distribution Date and (iii) with respect to the Class

1-A-X Certificates, the Accrued Certificate Interest for such Class for such

Distribution Date, less the Group 1 Basis Risk Payment for such Distribution

Date (provided that, for federal income tax purposes, Group 1 Basis Risk

Payments shall be deemed distributed from the Distribution Account in respect of

the Upper-Tier REMIC Regular Interest related to the Class 1-A-X Certificates to

the Group 1 Basis Risk Account for the benefit of the Class 1-A-1 and Class

1-A-2 Certificates), and such amount shall be deemed distributed to the Class

1-A-1 and Class 1-A-2 Certificates from the Group 1 Basis Risk Account.

Group 1 Mortgage Loans: Those Mortgage Loans identified on the

Mortgage Loan Schedule as Group 1 Mortgage Loans.

Group 1 Pool Principal Balance: As to any Distribution Date, the

aggregate of the Scheduled Principal Balances of the Group 1 Mortgage Loans that

were Outstanding Mortgage Loans on the Due Date in the month preceding the month

of such Distribution Date.

Group 1 Subordinate Amount: As to any Distribution Date, the excess

of (i) the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans

over (ii) the sum of the Class Principal Balances of the Group 1 Certificates

(other than the related Interest-Only Certificates).

Group 2 Available Funds: As to any Distribution Date, the sum of (a)

the aggregate amount held in the Collection Account at the close of business on

the related Servicer Remittance Date and, without duplication, on deposit in the

Distribution Account at the close of business on the related Distribution

Account Deposit Date, attributable to the Group 2 Mortgage Loans net of the

Amount Held for Future Distribution related to the Group 2 Mortgage Loans and

net of amounts (i) permitted to be withdrawn from the Collection Account

pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii), (ix)(B), (x)

and (xi) of Section 3.10(a), (ii) after giving effect to all amounts deposited

to the Distribution Account from the Collection Account, amounts permitted to be

withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive

of Section 3.10(b) each as it relates to the Group 2 Mortgage Loans and (iii)

any amounts representing Fair Market Value Excess with respect to a Group 2

Mortgage Loan received in connection with the termination of the Trust Fund

pursuant to Section 10.01 hereof, (b) the amount of the Advances related to the

Group 2 Mortgage Loans, and (c) in connection with Deleted Mortgage Loans in

Loan Group 2, as applicable, the aggregate of the Purchase Prices and

Substitution Adjustment Amounts deposited on the related Distribution Account

Deposit Date.

Group 2 Certificates: As specified in the Preliminary Statement.

Group 2 Mortgage Loans: Those Mortgage Loans identified on the

Mortgage Loan Schedule as Group 2 Mortgage Loans.

Group 2 Pool Principal Balance: As to any Distribution Date, the

aggregate of the Scheduled Principal Balances of the Group 2 Mortgage Loans that

were Outstanding Mortgage Loans on the Due Date in the month preceding the month

of such Distribution Date.

Group 2 Subordinate Amount: As to any Distribution Date, the excess

of (i) the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans

over (ii) the sum of the Class Principal Balances of the Group 2 Certificates.

Group 3 Available Funds: As to any Distribution Date, the sum of (a)

the aggregate amount held in the Collection Account at the close of business on

the related Servicer Remittance Date and, without duplication, on deposit in the

Distribution Account at the close of business on the related Distribution

Account Deposit Date, attributable to the Group 3 Mortgage Loans net of the

Amount Held for Future Distribution related to the Group 3 Mortgage Loans and

net of amounts (i) permitted to be withdrawn from the Collection Account

pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii), (ix)(B), (x)

and (xi) of Section 3.10(a), (ii) after giving effect to all amounts deposited

to the Distribution Account from the Collection Account, amounts permitted to be

withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive

of Section 3.10(b) each as it relates to the Group 3 Mortgage Loans and (iii)

any amounts representing Fair Market Value Excess with respect to a Group 3

Mortgage Loan received in connection with the termination of the Trust Fund

pursuant to Section 10.01 hereof, (b) the amount of the Advances related to the

Group 3 Mortgage Loans, and (c) in connection with Deleted Mortgage Loans in

Loan Group 3, as applicable, the aggregate of the Purchase Prices and

Substitution Adjustment Amounts deposited on the related Distribution Account

Deposit Date.

Group 3 Certificates: As specified in the Preliminary Statement.

Group 3 Mortgage Loans: Those Mortgage Loans identified on the

Mortgage Loan Schedule as Group 3 Mortgage Loans.

Group 3 Pool Principal Balance: As to any Distribution Date, the

aggregate of the Scheduled Principal Balances of the Group 3 Mortgage Loans that

were Outstanding Mortgage Loans on the Due Date in the month preceding the month

of such Distribution Date.

Group 3 Subordinate Amount: As to any Distribution Date, the excess

of (i) the aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans

over (ii) the sum of the Class Principal Balances of the Group 3 Certificates

(other than the related Interest-Only Certificates).

Group 4 Available Funds: As to any Distribution Date, the sum of (a)

the aggregate amount held in the Collection Account at the close of business on

the related Servicer Remittance Date and, without duplication, on deposit in the

Distribution Account at the close of business on the related Distribution

Account Deposit Date, attributable to the Group 4 Mortgage Loans net of the

Amount Held for Future Distribution related to the Group 4 Mortgage Loans and

net of amounts (i) permitted to be withdrawn from the Collection Account

pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii), (ix)(B), (x)

and (xi) of Section 3.10(a), (ii) after giving effect to all amounts deposited

to the Distribution Account from the Collection Account, amounts permitted to be

withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive

of Section 3.10(b) each as it relates to the Group 4 Mortgage Loans and (iii)

any amounts representing Fair Market Value Excess with respect to a Group 4

Mortgage Loan received in connection with the termination of the Trust Fund

pursuant to Section 10.01 hereof, (b) the amount of the Advances related to the

Group 4 Mortgage Loans, and (c) in connection with Deleted Mortgage Loans in

Loan Group 4, as applicable, the aggregate of the Purchase Prices and

Substitution Adjustment Amounts deposited on the related Distribution Account

Deposit Date.

Group 4 Certificates: As specified in the Preliminary Statement.

Group 4 Mortgage Loans: Those Mortgage Loans identified on the

Mortgage Loan Schedule as Group 4 Mortgage Loans.

Group 4 Pool Principal Balance: As to any Distribution Date, the

aggregate of the Scheduled Principal Balances of the Group 4 Mortgage Loans that

were Outstanding Mortgage Loans on the Due Date in the month preceding the month

of such Distribution Date.

Group 4 Subordinate Amount: As to any Distribution Date, the excess

of (i) the aggregate Scheduled Principal Balance of the Group 4 Mortgage Loans

over (ii) the sum of the Class Principal Balances of the Group 4 Certificates.

Group 5 Available Funds: As to any Distribution Date, the sum of (a)

the aggregate amount held in the Collection Account at the close of business on

the related Servicer Remittance Date and, without duplication, on deposit in the

Distribution Account at the close of business on the related Distribution

Account Deposit Date, attributable to the Group 5 Mortgage Loans net of the

Amount Held for Future Distribution related to the Group 5 Mortgage Loans and

net of amounts (i) permitted to be withdrawn from the Collection Account

pursuant to clauses (i)-(viii) inclusive and clauses (ix)(A)(ii), (ix)(B), (x)

and (xi) of Section 3.10(a), (ii) after giving effect to all amounts deposited

to the Distribution Account from the Collection Account, amounts permitted to be

withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive

of Section 3.10(b) each as it relates to the Group 5 Mortgage Loans and (iii)

any amounts representing Fair Market Value Excess with respect to a Group 5

Mortgage Loan received in connection with the termination of the Trust Fund

pursuant to Section 10.01 hereof, (b) the amount of the Advances related to the

Group 5 Mortgage Loans, and (c) in connection with Deleted Mortgage Loans in

Loan Group 5, as applicable, the aggregate of the Purchase Prices and

Substitution Adjustment Amounts deposited on the related Distribution Account

Deposit Date.

Group 5 Certificates: As specified in the Preliminary Statement.

Group 5 Mortgage Loans: Those Mortgage Loans identified on the

Mortgage Loan Schedule as Group 5 Mortgage Loans.

Group 5 Pool Principal Balance: As to any Distribution Date, the

aggregate of the Scheduled Principal Balances of the Group 5 Mortgage Loans that

were Outstanding Mortgage Loans on the Due Date in the month preceding the month

of such Distribution Date.

Group 5 Subordinate Amount: As to any Distribution Date, the excess

of (i) the aggregate Scheduled Principal Balance of the Group 5 Mortgage Loans

over (ii) the sum of the Class Principal Balances of the Group 5 Certificates.

Group Available Funds: Any of the Group 1 Available Funds, Group 2

Available Funds, Group 3 Available Funds, Group 4 Available Funds and Group 5

Available Funds, as applicable.

Group Pool Principal Balance: Any of the Group 1 Pool Principal

Balance, Group 2 Pool Principal Balance, Group 3 Pool Principal Balance, Group 4

Pool Principal Balance and Group 5 Pool Principal Balance, as applicable.

Group Subordinate Amount: Each of the Group 1 Subordinate Amount,

Group 2 Subordinate Amount, Group 3 Subordinate Amount, Group 4 Subordinate

Amount and Group 5 Subordinate Amount, as applicable.

High Cost Loan: A Mortgage Loan classified as (a) a "high cost" loan

under the Home Ownership and Equity Protection Act of 1994, (b) a "high cost

home," "threshold," "covered," (excluding New Jersey "Covered Home Loans" as

that term is defined in clause (1) of the definition of that term in the New

Jersey Home Ownership Security Act of 2002), "high risk home," "predatory" or

similar loan under any other applicable state, federal or local law (or a

similarly classified loan using different terminology under a law imposing

heightened regulatory scrutiny or additional legal liability for residential

mortgage loans having high interest rates, points and/or fees) or (c) a Mortgage

Loan categorized as High Cost pursuant to Appendix E of Standard and Poor's

Glossary.

Home Loan: A Mortgage Loan categorized as Home Loan pursuant to

Appendix E of Standard & Poor's Glossary.

Incremental Interest: As to any Mortgage Loan, the amount of

interest accrued on such Mortgage Loan attributable to the Incremental Rate;

provided, however, that with respect to any payment of interest received in

respect of a Mortgage Loan (whether paid by the Mortgagor or received as

Liquidation Proceeds or otherwise) that is less than the full amount of interest

then due with respect to such Mortgage Loan, only that portion of such payment

of interest that bears the same relationship to the total amount of such payment

of interest as the Incremental Rate, if any, in respect of such Mortgage Loan

bears to the Mortgage Rate shall be allocated to the Incremental Interest with

respect thereto.

Incremental Rate: Prior to the first Adjustment Date for a Mortgage

Loan, the per annum increase to the initial Mortgage Rate set forth in an

addendum to the related Mortgage Note, which increase takes effect upon the

happening of certain specified conditions, as provided in the Mortgage Note and

any attachments thereto, and remains in effect until the first Adjustment Date.

Indirect Participant: A broker, dealer, bank or other financial

institution or other Person that clears through or maintains a custodial

relationship with a Depository Participant.

Initial Bankruptcy Coverage Amount: $150,000.

Initial Certification: With respect to the Custodian, the

certification required to be executed by such Custodian and delivered on the

Closing Date to the Depositor and the Trustee in the form annexed hereto as

Exhibit F pursuant to Section 2.02 of this Agreement.

Initial LIBOR Rate: 2.85%

Insolvency Proceeding: With respect to any Person: (i) any case,

action, or proceeding with respect to such Person before any court or other

governmental authority relating to bankruptcy, reorganization, insolvency,

liquidation, receivership, dissolution, winding up, or relief of debtors; or

(ii) any general assignment for the benefit of creditors, composition,

marshaling of assets for creditors, or other, similar arrangement in respect of

the creditors generally of such Person or any substantial portion of such

Person's creditors, in any case undertaken under federal, state or foreign law,

including the Bankruptcy Code.

Insurance Policy: With respect to any Mortgage Loan included in the

Trust Fund, any insurance policy, including all riders and endorsements thereto

in effect, including any replacement policy or policies for any Insurance

Policies.

Insurance Proceeds: Proceeds paid by an insurer pursuant to any

Insurance Policy, in each case other than any amount included in such Insurance

Proceeds in respect of Insured Expenses, to the extent such proceeds are not

applied to the restoration of the related Mortgaged Property or released to the

borrower in accordance with the applicable Servicer's normal servicing

procedures.

Insured Expenses: Expenses covered by an Insurance Policy or any

other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period: With respect to each Class of Certificates

(other than the Class 1-A-1 and Class 1-A-2 Certificates), the Lower-Tier REMIC

A Regular Interests, the Lower-Tier REMIC B Regular Interests, each Middle-Tier

REMIC Regular Interest and any Distribution Date, the period from and including

the first day of the month immediately preceding the month in which such

Distribution Date occurs, commencing March 1, 2005, to and including the last

day of such immediately preceding month on the basis of a 360-day year

consisting of twelve (12) 30-day months. With respect to Class 1-A-1 and Class

1-A-2 Certificates, and any Distribution Date, the period from and including the

Distribution Date in the month preceding the month in which the relevant

Distribution Date occurs (or, for the initial Distribution Date, the Closing

Date) to and including the day preceding such relevant Distribution Date

calculated on the basis of a 360-day year and the actual number of days in each

period.

Interest-Only Certificates: As specified in the Preliminary

Statement.

Latest Possible Maturity Date: The Distribution Date following the

first anniversary of the scheduled maturity date of the Mortgage Loan having the

latest scheduled maturity date as of the Cut-off Date.

Lender-Paid Mortgage Insurance Amount: With respect to any

Lender-Paid Mortgage Insurance Loan, the interest portion of each Scheduled

Payment that is paid by the related Mortgagor that will be used to pay the

monthly premium of the "lender-paid" Primary Insurance Policy on such

Lender-Paid Mortgage Insurance Loan, which is calculated by multiplying the

Scheduled Principal Balance as of the related date of determination on such

Lender-Paid Mortgage Insurance Loan by the applicable Lender-Paid Mortgage

Insurance Rate.

Lender-Paid Mortgage Insurance Loan: Each of the Mortgage Loans

identified on the Mortgage Loan Schedule as having a Lender-Paid Mortgage

Insurance Rate. There are no Lender-Paid Mortgage Insurance Loans in the Trust.

Lender-Paid Mortgage Insurance Rate: With respect to any Lender-Paid

Mortgage Insurance Loan, a per annum rate equal to the percentage indicated on

the Mortgage Loan Schedule under the heading "Lender-Paid Mortgage Insurance

Rate."

LIBOR Determination Date: For each Interest Accrual Period with

respect to the Class 1-A-1 and Class 1-A-2 Certificates, the second London

Business Day prior to the day on which such Interest Accrual Period commences.

Liquidated Loan: With respect to any Distribution Date, a defaulted

Mortgage Loan (including any REO Property) which was liquidated in the calendar

month preceding the month of such Distribution Date and as to which the

applicable Servicer or the Master Servicer, as the case may be, has determined

(in accordance with the applicable Servicing Agreement and this Agreement) that

it has received all amounts it expects to receive in connection with the

liquidation of such Mortgage Loan, including the final disposition of an REO

Property.

Liquidation Proceeds: Amounts, including Insurance Proceeds,

received in connection with the partial or complete liquidation of defaulted

Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or

amounts received in connection with any condemnation or partial release of a

Mortgaged Property and any other proceeds received in connection with an REO

Property, less the sum of related unreimbursed Servicing Fees, Servicing

Advances and Advances.

Loan Group: Each of Loan Group 1, Loan Group 2, Loan Group 3, Loan

Group 4 and Loan Group 5, as applicable.

Loan Group 1: The Group 1 Mortgage Loans.

Loan Group 2: The Group 2 Mortgage Loans.

Loan Group 3: The Group 3 Mortgage Loans.

Loan Group 4: The Group 4 Mortgage Loans.

Loan Group 5: The Group 5 Mortgage Loans.

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

such Mortgage Loan to the Transferor.

Loan-to-Value Ratio: With respect to any Mortgage Loan and as to any

date of determination, the fraction (expressed as a percentage) the numerator of

which is the principal balance of the related Mortgage Loan at such date of

determination and the denominator of which is the Appraised Value of the related

Mortgaged Property. For purposes of representation (xxxii) on Schedule II, the

Loan-to-Value Ratio will be the loan-to-value ratio calculated in accordance

with applicable state laws regarding primary mortgage insurance.

London Business Day: Any Business Day on which banks are open for

dealing in foreign currency and exchange in London, England and the city of New

York.

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

Lost Mortgage Note: Any Mortgage Note the original of which was

permanently lost or destroyed and has not been replaced.

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

Lower-Tier REMIC A Regular Interest: Any one of the Class LA-1B and

Class LA-1Q Interest.

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

Lower-Tier REMIC B Interest: Any one of the Lower-Tier REMIC B

Regular Interests or the Class A-LRB Interest.

Lower-Tier REMIC B Regular Interest: Any of the Class LB-2B

Interest, Class LB-2Q Interest, Class LB-3B Interest, Class LB-3Q Interest,

Class LB-4B Interest, Class LB-4Q Interest, Class LB-5B Interest and Class LB-5Q

Interest.

Lower-Tier Subordinated Balance Ratio: The ratio among the principal

balances of the Class LA-1B Interest, Class LB-2B Interest, Class LB-3B

Interest, Class LB-4B Interest and Class LB-5B Interest equal to the ratio among

the Group 1 Subordinate Amount, the Group 2 Subordinate Amount, Group 3

Subordinate Amount, the Group 4 Subordinate Amount and Group 5 Subordinate

Amount.

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 Servicer: Wells Fargo, in its capacity as Master Servicer

hereunder.

Master Servicer Event of Termination: As defined in Section 7.01

hereof.

Master Servicing Compensation: All investment earnings on amounts on

deposit in the Collection Account.

Master Servicing Officer: Any officer of the Master Servicer

involved in, or responsible for, the administration and master servicing of the

Mortgage Loans.

MERS: As defined in Section 2.01.

Middle-Tier REMIC: As described in the Preliminary Statement.

Middle-Tier REMIC Interest: Any one of the Middle-Tier REMIC Regular

Interests or Class A-MR Interest.

Middle-Tier REMIC Regular Interest: Any of the Class 1-A-M1

Interest, Class 1-A-M2 Interest, Class 2-A-M1 Interest, Class 3-A-M1 Interest,

Class 3-A-M2 Interest, Class 4-A-M1 Interest, Class 5-A-M1 Interest, Class B-M1

Interest, Class B-M2 Interest, Class B-M3 Interest, Class B-M4 Interest, Class

B-M5 Interest and Class B-M6 Interest.

Moody's: Moody's Investors Service, Inc., or any successor thereto.

If Moody's is designated as a Rating Agency in the Preliminary Statement, for

purposes of Section 11.05(b), the address for notices to Moody's shall be

Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,

Attention: Residential Mortgage Monitoring Group, or such other address as

Moody's may hereafter furnish to each party to this Agreement.

Mortgage: The mortgage, deed of trust or other instrument creating a

first lien on an estate in fee simple or leasehold interest in real property

securing a Mortgage Note.

Mortgage File: The mortgage documents listed in Section 2.01 hereof

pertaining to a particular Mortgage Loan and any additional documents delivered

to the Custodian to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase

Agreement, dated as of March 1, 2005, 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) a code indicating if the

Mortgage Loan is subject to a "lender-paid" Primary Insurance Policy and, if so,

the name of the Qualified Mortgage Insurer, the certificate number and the

coverage amount of the Primary Insurance Policy, and the Lender-Paid Mortgage

Insurance Rate; (34) the date on which the Mortgage Loan was transferred to the

Transferor; (35) a code indicating the Loan Group such Mortgage Loan is included

in; (36) the initial Servicer; (37) a code indicating the originator of the

Mortgage Loan; (38) a code indicating whether the Mortgage Loan is a Cooperative

Loan; (39) a code indicating the Custodian; and (40) a code indicating whether

such Mortgage Loan is a Home Loan.

Mortgage Loans: Such of the mortgage loans and cooperative loans

transferred and assigned to the Trustee pursuant to the provisions hereof as

from time to time are held as a part of the Trust Fund (including any REO

Property), the mortgage loans so held being identified on the Mortgage Loan

Schedule, notwithstanding foreclosure or other acquisition of title of the

related Mortgaged Property. With respect to each Mortgage Loan that is a

Cooperative Loan, if any, "Mortgage Loan" shall include, but not be limited to,

the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease,

Recognition Agreement, Cooperative Shares and Proprietary Lease and, with

respect to each Mortgage Loan other than a Cooperative Loan, "Mortgage Loan"

shall include, but not be limited to the related Mortgage and the related

Mortgage Note.

Mortgage Note: The original executed note or other evidence of the

indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Rate: The annual rate of interest borne by a Mortgage Note

from time to time.

Mortgaged Property: The underlying property securing a Mortgage Loan

or, with respect to a Cooperative Loan, the related Cooperative Shares and

Proprietary Lease.

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

National City: National City Mortgage Co. and its successors and

assigns, in its capacity as servicer of the National City Mortgage Loans.

National City Mortgage Loans: The Mortgage Loans for which National

City is listed as "Servicer" on the Mortgage Loan Schedule.

National City Servicing Agreement: Solely with respect to the

National City Mortgage Loans, the Second Amended and Restated Master Seller's

Warranties and Servicing Agreement, dated as of May 1, 2004, between the

Transferor and National City, as the same may be amended from time to time, and

any assignments and conveyances related to the National City Mortgage Loans.

Net Mortgage Rate: As to each Mortgage Loan, and at any time, the

per annum rate equal to the Mortgage Rate (without giving effect to any

Incremental Rate) less (i) the related Servicing Fee Rate and (ii) if

applicable, the Lender-Paid Mortgage Insurance Rate.

Net Prepayment Interest Shortfalls: As to any Distribution Date and

Loan Group, the amount by which the aggregate of Prepayment Interest Shortfalls

for that Loan Group during the related Prepayment Period exceeds the amount of

Compensating Interest available to such Loan Group for such Distribution Date.

Nexstar: Nexstar Financial Corporation, a Delaware corporation, and

its successors and assigns, in its capacity as servicer of the Nexstar Mortgage

Loans.

Nexstar Mortgage Loans: The Mortgage Loans for which Nexstar is

listed as "Servicer" on the Mortgage Loan Schedule.

Nexstar Servicing Agreement: Solely with respect to the Nexstar

Mortgage Loans, the Master Loan Purchase and Servicing Agreement, dated as of

August 1, 2002, between the Transferor and Nexstar, as amended by Amendment

Number One, dated as of November 15, 2002, as amended by Amendment Number Two,

dated as of August 1, 2003, as the same may be further amended from time to

time, and any assignment and conveyance related to the Nexstar Mortgage Loans.

Nonrecoverable Advance: Any portion of an Advance previously made or

proposed to be made by the applicable Servicer or the Master Servicer, as the

case may be, that, in the good faith judgment of the applicable Servicer or the

Master Servicer, will not be ultimately recoverable by the applicable Servicer

or the Master Servicer from the related Mortgagor, related Liquidation Proceeds

or otherwise.

Notice of Final Distribution: The notice to be provided pursuant to

Section 10.02 to the effect that final distribution on any of the Certificates

shall be made only upon presentation and surrender thereof.

Notional Amount: With respect to the Class 1-A-X Certificates and

any Distribution Date, the aggregate of the Class Principal Balances of the

Class 1-A-1 and the Class 1-A-2 Certificates immediately prior to such

Distribution Date. With respect to the Class 3-A-X Certificates and any

Distribution Date, the Class Principal Balance of the Class 3-A-1 Certificates

immediately prior to such Distribution Date.

Offered Certificates: As specified in the Preliminary Statement.

Officer's Certificate: A certificate (i) signed by the Chairman of

the Board, the Vice Chairman of the Board, the President, a Managing Director, a

Vice President (however denominated), an Assistant Vice President, the

Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant

Secretaries of the Depositor or the Master Servicer, or (ii) if provided for in

this Agreement, signed by a Master Servicing Officer, as the case may be, and

delivered to the Depositor, the Trustee and the Trust Administrator, as the case

may be, as required by this Agreement.

One-Month LIBOR: On each LIBOR Determination Date, the interest rate

determined by the Trust Administrator for the succeeding Interest Accrual Period

on the basis of the British Bankers' Association "Interest Settlement Rate" for

one month deposits in U.S. dollars as found on Telerate page 3750 as of 11:00

a.m. London time on such LIBOR Determination Date. As used herein "Telerate page

3750" means the display designated as page 3750 on the Bridge Telerate Service.

Opinion of Counsel: A written opinion of counsel, who may be counsel

for the Depositor or the Master Servicer, including in-house counsel, reasonably

acceptable to the Trustee or the Trust Administrator, as applicable; provided,

however, that, with respect to the interpretation or application of the REMIC

Provisions, such counsel must (i) in fact be independent of the Depositor and

the Master Servicer, (ii) not have any direct financial interest in the

Depositor or the Master Servicer or in any affiliate of either, and (iii) not be

connected with the Depositor or the Master Servicer as an officer, employee,

promoter, underwriter, trustee, partner, director or person performing similar

functions.

Optional Termination: The termination of a portion of the Trust

created hereunder in connection with the purchase of either the Group 1 Mortgage

Loans or the Mortgage Loans (other than the Group 1 Mortgage Loans) pursuant to

Section 10.01(a) hereof.

Original Subordinate Principal Balance: The aggregate of the Class

Principal Balances of the Subordinate Certificates as of the Closing Date.

OTS: The Office of Thrift Supervision.

Outstanding: With respect to the Certificates as of any date of

determination, all Certificates theretofore executed and authenticated under

this Agreement except:

(a) Certificates theretofore canceled by the Trust Administrator or

delivered to the Trust Administrator for cancellation; and

(b) Certificates in exchange for which or in lieu of which other

Certificates have been executed and delivered by the Trust Administrator

pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with

a Scheduled Principal Balance greater than zero that was not the subject of a

Principal Prepayment in Full prior to such Due Date and that did not become a

Liquidated Loan prior to such Due Date.

Ownership Interest: As to any Residual Certificate, any ownership

interest in such Certificate including any interest in such Certificate as the

Holder thereof and any other interest therein, whether direct or indirect, legal

or beneficial.

Par Call Price: With respect to each Mortgage Loan (not including

REO Properties) to be purchased pursuant to Section 10.01(a) hereof, 100% of the

unpaid principal balance of such Mortgage Loan, plus accrued and unpaid interest

thereon at the applicable Net Mortgage Rate.

Pass-Through Rate: For any interest bearing Class of Certificates,

the per annum rate set forth or calculated in the manner described in the

Preliminary Statement.

Percentage Interest: As to any Certificate, the percentage interest

evidenced thereby in distributions required to be made on the related Class,

such percentage interest being set forth on the face thereof or equal to the

percentage obtained by dividing the Denomination of such Certificate by the

aggregate of the Denominations of all Certificates of the same Class.

Periodic Rate Cap: As to each Mortgage Loan and the related Mortgage

Note, the provisions therein that limit permissible increases and decreases in

the interest rate of any Mortgage Loan on any Adjustment Date.

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

obligations and securities:

(a) obligations of the United States or any agency thereof, provided

such obligations are backed by the full faith and credit of the United

States;

(b) general obligations of or obligations guaranteed by any state of

the United States or the District of Columbia receiving the highest long

term debt rating of each Rating Agency, or such lower rating as will not

result in the downgrading or withdrawal of the ratings then assigned to

the Certificates by either Rating Agency (as confirmed in writing by the

applicable Rating Agency);

(c) commercial or finance company paper which is then receiving the

highest commercial or finance company paper rating of each Rating Agency,

or such lower rating as will not result in the downgrading or withdrawal

of the ratings then assigned to the Certificates by either Rating Agency

(as confirmed in writing by the applicable Rating Agency);

(d) certificates of deposit, demand or time deposits, or bankers'

acceptances issued by any depository institution or trust company

incorporated under the laws of the United States or of any state thereof

and subject to supervision and examination by federal and/or state banking

authorities, provided that the commercial paper and/or long term unsecured

debt obligations of such depository institution or trust company are then

rated in one of the two highest long term and the highest short term

ratings of each Rating Agency for such securities, or such lower ratings

as will not result in the downgrading or withdrawal of the rating then

assigned to the Certificates by either Rating Agency (as confirmed in

writing by the applicable Rating Agency);

(e) demand or time deposits or certificates of deposit issued by any

bank or trust company or savings institution to the extent that such

deposits are fully insured by the FDIC and are then rated in the highest

long term and the highest short term ratings of each Rating Agency for

such securities, or such lower ratings as will not result in the

downgrading or withdrawal of the ratings then assigned to the Certificates

by either Rating Agency (as confirmed in writing by the applicable Rating

Agency);

(f) guaranteed reinvestment agreements issued by any bank, insurance

company or other corporation containing, at the time of the issuance of

such agreements, such terms and conditions as will not result in the

downgrading or withdrawal of the rating then assigned to the Certificates

by either Rating Agency (as confirmed in writing by the applicable Rating

Agency);

(g) repurchase obligations with respect to any security described in

clauses (a) and (b) above, in either case entered into with a depository

institution or trust company (acting as principal) described in clause (d)

above;

(h) securities (other than stripped bonds, stripped coupons or

instruments sold at a purchase price in excess of 115% of the face amount

thereof) bearing interest or sold at a discount issued by any corporation

incorporated under the laws of the United States or any state thereof

which, at the time of such investment, have the highest rating of each

Rating Agency, or such lower rating as will not result in the downgrading

or withdrawal of the rating then assigned to the Certificates by either

Rating Agency (as confirmed in writing by the applicable Rating Agency);

(i) units of a taxable money market portfolio having the highest

rating assigned by each Rating Agency and restricted to obligations issued

or guaranteed by the United States of America or entities whose

obligations are backed by the full faith and credit of the United States

of America and repurchase agreements collateralized by such obligations;

(j) any mutual fund, money market fund, common trust fund or other

pooled investment vehicle, the assets of which are limited to instruments

that otherwise would constitute Permitted Investments hereunder, including

any such fund that is managed by the Trust Administrator or Master

Servicer or any affiliate of the Trust Administrator or Master Servicer or

for which the Trust Administrator or Master Servicer or any affiliate of

the Trust Administrator or Master Servicer acts as an adviser as long as

such fund is rated in at least the highest rating category by each Rating

Agency (if so rated by such Rating Agency; provided, however, if S&P is a

Rating Agency, then such mutual fund, money market fund, common trust fund

or other pooled investment vehicle shall have been rated by S&P); and

(k) such other investments bearing interest or sold at a discount

acceptable to each Rating Agency as will not result in the downgrading or

withdrawal of the rating then assigned to the Certificates by either

Rating Agency, as evidenced by a signed writing delivered by each Rating

Agency;

provided, that no such instrument shall be a Permitted Investment if such

instrument evidences the right to receive interest-only payments with respect to

the obligations underlying such instrument.

Permitted Transferee: Any Person other than (i) the United States,

any State or political subdivision thereof, or any agency or instrumentality of

any of the foregoing, (ii) a foreign government, international organization or

any agency or instrumentality of either of the foregoing, (iii) an organization

(except certain farmers' cooperatives described in Section 521 of the Code)

which is exempt from tax imposed by Chapter 1 of the Code (including the tax

imposed by Section 511 of the Code on unrelated business taxable income) on any

excess inclusions (as defined in Section 860E(c)(l) of the Code) with respect to

any Residual Certificate, (iv) rural electric and telephone cooperatives

described in Section 1381(a)(2)(C) of the Code, (v) a Person that is not a

citizen or resident of the United States, a corporation, partnership (except as

provided in applicable Treasury Regulations), or other entity created or

organized in or under the laws of the United States or any State thereof or the

District of Columbia, an estate whose income is subject to United States federal

income tax regardless of its source or a trust if a court within the United

States is able to exercise primary supervision over the administration of the

Trust and one or more Persons described in this clause (v) have the authority to

control all substantial decisions of the Trust (or, to the extent provided in

applicable Treasury Regulations, certain trusts in existence on August 20, 1996

which are eligible to elect to be treated as United States persons) unless such

Person has furnished the transferor and the Trust Administrator with a duly

completed Internal Revenue Service Form W-8ECI or any applicable successor form,

(vi) any Person with respect to whom income on any Residual Certificate is

attributable to a foreign permanent establishment or fixed base, within the

meaning of an applicable income tax treaty, of such Person or any other Person

and (vii) any other Person so designated by the Depositor based upon an Opinion

of Counsel that the Transfer of an Ownership Interest in a Residual Certificate

to such Person may cause any REMIC hereunder to fail to qualify as a REMIC at

any time that the Certificates are outstanding. The terms "United States,"

"State" and "international organization" shall have the meanings set forth in

Section 7701 of the Code or successor provisions. A corporation will not be

treated as an instrumentality of the United States or of any State or political

subdivision thereof for these purposes if all of its activities are subject to

tax and, with the exception of Freddie Mac, a majority of its board of directors

is not selected by such government unit.

Person: Any individual, corporation, partnership, limited liability

company, joint venture, association, joint stock company, trust, unincorporated

organization or government, or any agency or political subdivision thereof.

PHH: PHH Mortgage Corporation (f/k/a Cendant Mortgage Corporation)

and its successors and assigns, in its capacity as Servicer of the PHH Mortgage

Loans.

PHH Mortgage Loans: The Mortgage Loans for which PHH is listed as

"Servicer" on the Mortgage Loan Schedule.

PHH Servicing Agreement: Solely with respect to the PHH Mortgage

Loans, the Mortgage Loan Flow Purchase, Sale and Servicing Agreement (as

successor by merger to Cendant), dated as of August 1, 2001, between the

Transferor, as purchaser, and PHH, as seller and as servicer, as amended by

Amendment No. 1, dated as of November 28, 2001, Amendment No. 2, dated as of

November 15, 2002, and as the same may be further amended from time to time, and

any term sheets related to the PHH Mortgage Loans.

Physical Certificate: As specified in the Preliminary Statement.

Pledge Instruments: With respect to each Cooperative Loan, the Stock

Power, the Assignment of Proprietary Lease and the Security Agreement.

Pool Principal Balance: As to any Distribution Date, the aggregate

of the Scheduled Principal Balances of the Mortgage Loans that were Outstanding

Mortgage Loans on the Due Date in the month preceding the month of such

Distribution Date.

Prepayment Interest Excess: As to any Principal Prepayment received

or, in the case of partial Principal Prepayments, applied by the applicable

Servicer or the Master Servicer from the first day through the fifteenth day of

any calendar month (other than the calendar month in which the Cut-off Date

occurs), all amounts paid by the related Mortgagor in respect of interest on

such Principal Prepayment.

Prepayment Interest Shortfall: As to any Distribution Date, Mortgage

Loan and Principal Prepayment received or, in the case of partial Principal

Prepayments, applied, during the applicable Prepayment Period (except with

respect to any WMMSC Mortgage Loan for which a Principal Prepayment in Full or a

Recovery is received by WMMSC on or after the 1st day and prior to the 15th day

of the month in which such Distribution Date occurs), the amount, if any, by

which one month's interest at the related Net Mortgage Rate on such Principal

Prepayment exceeds the amount of interest at the Net Mortgage Rate paid in

connection with such Principal Prepayment.

Prepayment Period: As to any Distribution Date, (a) with respect to

any voluntary Principal Prepayment of a Mortgage Loan (other than any voluntary

Principal Prepayment in Full of a WMMSC Mortgage Loan or a Recovery with respect

to a WMMSC Mortgage Loan) the calendar month preceding the month in which such

Distribution Date occurs; and (b) with respect to any Principal Prepayment in

Full of a WMMSC Mortgage Loan or a Recovery with respect to a WMMSC Mortgage

Loan, the period beginning on the 15th day of the calendar month immediately

preceding the month in which such Distribution Date occurs and ending on the

14th day of the calendar month in which such Distribution Date occurs.

Primary Insurance Policy: Each policy of primary mortgage guaranty

insurance or any replacement policy with respect to any Mortgage Loan.

Principal Prepayment: Any payment of principal by a Mortgagor on a

Mortgage Loan that is received in advance of its scheduled Due Date, excluding

any prepayment penalty or premium thereon, and is not accompanied by an amount

representing scheduled interest due on any date or dates in any month or months

subsequent to the month of prepayment. Partial Principal Prepayments will be

applied by the applicable Servicers in accordance with the terms of the related

Servicing Agreements and in accordance with the terms of the related Mortgage

Note, and to the extent the Mortgage Note does not provide otherwise, shall be

applied in the Prepayment Period preceding the receipt thereof.

Principal Prepayment in Full: Any Principal Prepayment made by a

Mortgagor of the entire principal balance of a Mortgage Loan.

Private Certificate: As specified in the Preliminary Statement.

Pro Rata Share: As to any Distribution Date and any Mortgage Loan

(i) with respect to any Senior Certificate for which such Mortgage Loan is not

in the Related Loan Group, zero, and (ii) with respect to each other Class of

Senior Certificates as to which such Mortgage Loan is in the Related Loan Group,

and each Class of Subordinate Certificates, the ratio that the amount calculated

with respect to such Distribution Date for such Class pursuant to clause (i) of

the definition of Accrued Certificate Interest (without giving effect to any

reduction of such amount pursuant to Section 4.02(c)) bears to the amount

calculated with respect to such Distribution Date for all such Classes of Senior

Certificates and for all Classes of Subordinate Certificates pursuant to clause

(i) of the definition of Accrued Certificate Interest (without giving effect to

any reduction of such amount pursuant to Section 4.02(c)); provided, however,

that with respect to the calculation in (ii) above, such calculation with

respect to the Subordinate Certificates shall be made as though each Class of

Subordinate Certificates had a Class Principal Balance equal to its pro rata

share (based on Class Principal Balance) of the Group Subordinate Amount for the

Group which includes such Mortgage Loan, and provided, further, that, in the

event the Pro Rata Share for any Class of Senior Certificates as so calculated

exceeds the portion of the Accrued Certificate Interest for such Class in

accordance with clause (i) of the definition thereof without adjustment for

Section 4.02(c) other than reduction for Net Prepayment Interest Shortfalls, the

amount of such excess shall be allocated pro rata to all other Classes of Senior

Certificates based on Accrued Certificate Interest pursuant to such clause (i)

without adjustment pursuant to Section 4.02(c), and shall be treated as the Pro

Rata Share of each such Class.

Proprietary Lease: The lease on a Cooperative Unit evidencing the

possessory interest of the owner of the Cooperative Shares in such Cooperative

Unit.

Prospectus Supplement: The Prospectus Supplement dated March 28,

2005 relating to the Offered Certificates.

Protected Account: An account established and maintained for the

benefit of Certificateholders by each Servicer with respect to the related

Mortgage Loans and with respect to REO Property pursuant to the respective

Servicing Agreements. Each Protected Account is required to be an Eligible

Account.

Provident: Provident Funding Associates, L.P. and its successors and

assigns, in its capacity as servicer of the Provident Mortgage Loans.

Provident Mortgage Loans: The Mortgage Loans for which Provident is

listed as "Servicer" in the Mortgage Loan Schedule.

Provident Servicing Agreement: Solely with respect to the Provident

Mortgage Loans, the Master Loan Purchase and Servicing Agreement, dated as of

August 1, 2002, between the Transferor and Provident, as amended by Amendment

Number One, dated as of November 15, 2002, as amended by Amendment Number Two,

dated as of August 1, 2003, as the same may be further amended from time to

time, and any assignment and conveyance related to the Provident Mortgage Loans.

Purchase Price: With respect to any Mortgage Loan required to be

purchased by the Transferor pursuant to Section 2.02 or 2.03 hereof, an amount

equal to (A) the sum of (i) 100% of the unpaid principal balance of the Mortgage

Loan on the date of such purchase, (ii) accrued and unpaid interest thereon at

the applicable Mortgage Rate from the date through which interest was last paid

by the Mortgagor or the applicable Servicer or the Master Servicer, as the case

may be, made an Advance in respect thereof (which was not reimbursed) to the Due

Date in the month in which the Purchase Price is to be distributed to

Certificateholders, (iii) in the event that such Mortgage Loan is repurchased by

the Transferor due to a breach of the representations and warranties listed in

clauses (xiii) or (xiv) of Schedule II to this Agreement, any costs and damages

incurred by the Trust in connection with a violation of a predatory or abusive

lending law with respect to such Mortgage Loan, less (B) any Amounts Held for

Future Distribution related to such Mortgage Loan with respect to the

Distribution Date in the month in which the Purchase Price is to be distributed

to Certificateholders.

Qualified Mortgage Insurer: Any mortgage insurer that is Fannie Mae

and Freddie Mac approved.

Rating Agency: Each of the Rating Agencies specified in the

Preliminary Statement. If any such organization or a successor is no longer in

existence, "Rating Agency" shall be such nationally recognized statistical

rating organization, or other comparable Person, as is designated by the

Depositor, notice of which designation shall be given to the Trustee and the

Trust Administrator. References herein to a given rating category of a Rating

Agency shall mean such rating category without giving effect to any modifiers.

Realized Loss: With respect to each Liquidated Loan, an amount (not

less than zero or more than the Scheduled Principal Balance of the Mortgage

Loan) as of the date of such liquidation, equal to (i) the unpaid principal

balance of the Liquidated Loan as of the date of such liquidation, plus (ii)

interest at the Net Mortgage Rate from the Due Date as to which interest was

last paid or advanced (and not reimbursed) to Certificateholders up to the Due

Date in the month in which Liquidation Proceeds are required to be distributed

on the Scheduled Principal Balance of such Liquidated Loan from time to time,

minus (iii) the Liquidation Proceeds, if any, received during the month in which

such liquidation occurred, to the extent applied as recoveries of interest at

the Net Mortgage Rate and to principal of the Liquidated Loan. With respect to

each Mortgage Loan that has become the subject of a Deficient Valuation, if the

principal amount due under the related Mortgage Note has been reduced, the

difference between the principal balance of the Mortgage Loan outstanding

immediately prior to such Deficient Valuation and the principal balance of the

Mortgage Loan as reduced by the Deficient Valuation.

Recognition Agreement: An Agreement among a Cooperative Corporation,

a lender and a Mortgagor with respect to a Cooperative Loan whereby such parties

(i) acknowledge that such lender may make, or intends to make, such Cooperative

Loan and (ii) make certain agreements with respect to such Cooperative Loan.

Record Date: With respect to any Distribution Date and any Class of

Certificates (other than the Class 1-A-1 and the Class 1-A-2 Certificates), the

last Business Day of the month immediately preceding the month in which the

related Distribution Date occurs and with respect to any Distribution Date and

the Class 1-A-1 and the Class 1-A-2 Certificates, the Business Day immediately

preceding such Distribution Date.

Recovery: With respect to any Distribution Date and any Mortgage

Loan, an amount, net of any reimbursable expenses, received in respect of

principal on such Mortgage Loan during the related Prepayment Period which has

previously been allocated as a Realized Loss to a Class of Certificates.

Refinancing Mortgage Loan: Any Mortgage Loan originated in

connection with the refinancing of an existing mortgage loan.

Regular Certificates: As specified in the Preliminary Statement.

Related Loan Group: With respect to the Group 1 Certificates and the

Class LA-1B Interest and Class LA-1Q Interest, Loan Group 1; with respect to the

Group 2 Certificates and the Class LB-2B Interest and Class LB-2Q Interest, Loan

Group 2; with respect to the Group 3 Certificates and the Class LB-3B Interest

and Class LB-3Q Interest, Loan Group 3; with respect to the Group 4 Certificates

and the Class LB-4B Interest and Class LB-4Q Interest, Loan Group 4; with

respect to the Group 5 Certificates and the Class LB-5B Interest and Class LB-5Q

Interest and Loan Group 5.

Relief Act: The Servicemembers Civil Relief Act, or any comparable

state or local statute (including the comparable provisions under the California

Military and Veterans Code, as amended).

Relief Act Reduction: With respect to any Distribution Date and any

Mortgage Loan as to which there has been a reduction in the amount of interest

collectible thereon for the most recently ended calendar month as a result of

the application of the Relief Act, the amount, if any, by which (i) interest

collectible on such Mortgage Loan for the most recently ended calendar month is

less than (ii) interest accrued thereon for such month pursuant to the Mortgage

Note.

REMIC: A "real estate mortgage investment conduit" within the

meaning of Section 860D of the Code.

REMIC Provisions: Provisions of the federal income tax law relating

to real estate mortgage investment conduits, which appear at Sections 860A

through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,

and regulations promulgated thereunder, as the foregoing may be in effect from

time to time as well as provisions of applicable state laws.

REO Property: A Mortgaged Property acquired by the Trust Fund

through foreclosure, deed-in-lieu of foreclosure, repossession or otherwise in

connection with a defaulted Mortgage Loan.

Required Insurance Policy: With respect to any Mortgage Loan, any

insurance policy that is required to be maintained from time to time under the

applicable Servicing Agreement.

Reserve Interest Rate: As defined in Section 4.05.

Residual Certificates: As specified in the Preliminary Statement.

Responsible Officer: When used with respect to the Trustee or the

Trust Administrator, any Director, any Managing Director, any Associate, any

Vice President, any Assistant Vice President, the Secretary, any Assistant

Secretary, any Trust Officer or any other officer of the Trustee or Trust

Administrator, as applicable, customarily performing functions similar to those

performed by any of the above designated officers having direct responsibility

for the administration of this Agreement and also to whom, with respect to a

particular matter, such matter is referred because of such officer's knowledge

of and familiarity with the particular subject.

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

S&P: Standard and Poor's Ratings Services, a division of The

McGraw-Hill Companies, Inc., or any successor thereto. If S&P is designated as a

Rating Agency in the Preliminary Statement, for purposes of Section 11.05(b) the

address for notices to S&P shall be Standard and Poor's Ratings Services, a

division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York

10041, Attention: Residential Mortgage Monitoring Group, or such other address

as S&P may hereafter furnish to each party to this Agreement.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan

due on any Due Date allocable to principal and/or interest on such Mortgage Loan

which, unless otherwise specified herein, shall give effect to any related Debt

Service Reduction and any Deficient Valuation that affects the amount of the

monthly payment due on such Mortgage Loan.

Scheduled Principal Balance: As to any Mortgage Loan and any

Distribution Date, the unpaid principal balance of such Mortgage Loan as of the

Due Date in the month preceding the month in which such Distribution Date

occurs, as specified in the amortization Schedule at the time relating thereto

(before any adjustment to such amortization Schedule by reason of any moratorium

or similar waiver or grace period) after giving effect to any previous partial

Principal Prepayments and Liquidation Proceeds allocable to principal received

during the Prepayment Period for the prior Distribution Date (other than with

respect to any Liquidated Loan), and to the payment of principal due on such Due

Date and irrespective of any delinquency in payment by the related Mortgagor.

The Scheduled Principal Balance of any Mortgage Loan that has been prepaid in

full or has become a Liquidated Loan during the related Prepayment Period shall

be zero.

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

Security Agreement: With respect to a Cooperative Loan, the

agreement or mortgage creating a security interest in favor of the originator of

the Cooperative Loan in the related Cooperative Shares.

Senior Certificates: As specified in the Preliminary Statement.

Senior Final Distribution Date: The Distribution Date on which the

respective Class Principal Balances of the Senior Certificates (other than the

Interest-Only Certificates) have each been reduced to zero.

Senior Optimal Principal Amount: For any Distribution Date and any

Loan Group, the sum for all Mortgage Loans in such Loan Group of (i) the Senior

Percentage related to such Group of (a) the principal portion of each Scheduled

Payment (without giving effect, prior to the Bankruptcy Coverage Termination

Date, to any reductions thereof caused by any Debt Service Reductions or

Deficient Valuations) due on each such Mortgage Loan on the related Due Date,

(b) the principal portion of the Purchase Price of each such Mortgage Loan to

the extent it was repurchased by the Transferor pursuant to this Agreement as of

such Distribution Date, (c) the Substitution Adjustment Amount in connection

with any Deleted Mortgage Loan related to such Loan received with respect to

such Distribution Date and (d) any Liquidation Proceeds (including Insurance

Proceeds) allocable to recoveries of principal of any Mortgage Loan related to

such Loan Group that is not yet a Liquidated Loan, received during the calendar

month preceding the month of such Distribution Date, (ii) with respect to each

such Mortgage Loan in such Loan Group that became a Liquidated Loan during the

calendar month preceding the month of such Distribution Date, the lesser of (a)

the Senior Percentage related to such Group of the Scheduled Principal Balance

of such Mortgage Loan, and (b) either (A) the Senior Prepayment Percentage

related to such Group of the amount of the Liquidation Proceeds allocable to

principal received with respect to such Mortgage Loan, or (B) if an Excess Loss

was sustained with respect to such Liquidated Loan during such prior calendar

month, the Senior Percentage related to such Group of the amount of the

Liquidation Proceeds allocable to principal received with respect to such

Mortgage Loan, (iii) the Senior Prepayment Percentage related to such Group of

the sum of (a) all Principal Prepayments in Full of Mortgage Loans in such Loan

Group received during the related Prepayment Period and (b) all partial

Principal Prepayments of Mortgage Loans in such Loan Group and applied during

the related Prepayment Period and (iv) with respect to any Distribution Date

prior to the Cross-Over Date only, the Senior Prepayment Percentage related to

such Group of the Recoveries for such Loan Group received during the related

Prepayment Period; provided, however, that, if a Bankruptcy Loss that is an

Excess Loss is sustained with respect to such Mortgage Loan that is not a

Liquidated Loan, the Senior Optimal Principal Amount will be reduced on the

related Distribution Date by the Senior Percentage of the principal portion of

such Bankruptcy Loss.

Senior Percentage: With respect to any Certificate Group and any

Distribution Date, the lesser of (i) 100% and (ii) the percentage obtained by

dividing (a) the aggregate Certificate Principal Balances of all the Senior

Certificates (other than the Interest-Only Certificates) in the related

Certificate Group immediately preceding such Distribution Date by (b) the sum of

(1) the aggregate Certificate Principal Balances of all the Senior Certificates

(other than the Interest-Only Certificates) in the related Certificate Group and

(2) the Group Subordinate Amount for the related Certificate Group, in both

cases immediately preceding such Distribution Date.

Senior Prepayment Percentage: With respect to any Certificate Group

and any Distribution Date, the percentages (not exceeding 100%) set forth in the

following table:

<TABLE>

<CAPTION>

Distribution Date Occurring Senior Prepayment Percentage

-------------------------------------------------------- ------------------------------------------------

<S> <C>

April 2005 through March 2012........................... 100%

April 2012 through March 2013........................... Senior Percentage of such Certificate Group plus

70% of the related Subordinate Percentage

April 2013 through March 2014........................... Senior Percentage of such Certificate Group plus

60% of the related Subordinate Percentage

April 2014 through March 2015........................... Senior Percentage of such Certificate Group plus

40% of the related Subordinate Percentage

April 2015 through March 2016........................... Senior Percentage of such Certificate Group plus

20% of the related Subordinate Percentage

April 2016 and thereafter............................... Senior Percentage of such Certificate Group

</TABLE>

provided, however, (i) if on any Distribution Date the Senior Percentage for

such Certificate Group exceeds the initial Senior Percentage for such

Certificate Group, the Senior Prepayment Percentage for all Groups for such

Distribution Date will equal 100%, (ii) if on any Distribution Date on or before

the Distribution Date in March 2008, prior to giving effect to any distributions

on such Distribution Date, the Aggregate Subordinate Percentage for such

Distribution Date is greater than or equal to twice the initial Aggregate

Subordinate Percentage, then the Senior Prepayment Percentage for such

Certificate Group for such Distribution Date will equal the Senior Percentage

for such Certificate Group plus 50% of the Subordinate Percentage for such

Certificate Group and (iii) if on any Distribution Date on or after the

Distribution Date in April 2008, prior to giving effect to any distributions on

such Distribution Date, the Aggregate Subordinate Percentage for such

Distribution Date is greater than or equal to twice the initial Aggregate

Subordinate Percentage, then the Senior Prepayment Percentage for such

Certificate Group for such Distribution Date will equal the Senior Percentage

for such Certificate Group. Notwithstanding the foregoing, no decrease in the

Senior Prepayment Percentage for a Certificate Group will occur unless both of

the Senior Step Down Conditions are satisfied.

Senior Step Down Conditions: As of the last day of the month

preceding the applicable Distribution Date as to which any decrease in the

Senior Prepayment Percentage applies, (i) the aggregate Scheduled Principal

Balance of all Mortgage Loans delinquent 60 days or more (including delinquent

Mortgage Loans in bankruptcy, and all Mortgage Loans in foreclosure and REO

Properties), as a percentage of the aggregate Class Principal Balance of the

Subordinate Certificates on such Distribution Date, does not equal or exceed 50%

and (ii) cumulative Realized Losses with respect to the Mortgage Loans do not

exceed (a) with respect to the Distribution Dates occurring between and

including April 2005 and March 2008, 20% of the Original Subordinate Principal

Balance, (b) with respect to the Distribution Date on or after April 2008, 30%

of the Original Subordinate Principal Balance.

Servicer: Each of CUNA, Downey, GMAC, GreenPoint, National City,

Nexstar, PHH, Provident, and Wells Fargo, as applicable.

Servicer Remittance Date: With respect to any Servicer (other than

WMMSC) and any Distribution Date, the 18th day of each calendar month, or if

such 18th day is not a Business Day, either the immediately preceding Business

Day or the immediately succeeding Business Day, as specified in the related

Servicing Agreement. With respect to WMMSC, as to any Distribution Date, the

24th day of each calendar month, or if such 24th day is not a Business Day, the

immediately preceding Business 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 applicable Servicer, as the case may be,

of its servicing obligations, including, but not limited to, the cost of (i) the

preservation, restoration and protection of a Mortgaged Property, (ii) any

expenses reimbursable to the Master Servicer or the applicable Servicer, as the

case may be, pursuant to Section 3.11 and any enforcement or judicial

proceedings, including foreclosures, (iii) the management and liquidation of any

REO Property and (iv) compliance with the obligations under Section 3.09.

Servicing Agreements:

(a) the CUNA Servicing Agreement;

(b) the Downey Servicing Agreement;

(c) the GMAC Servicing Agreement;

(d) the GreenPoint Servicing Agreement;

(e) the National City Servicing Agreement;

(f) the Nexstar Servicing Agreement;

(g) the PHH Servicing Agreement;

(h) the Provident Servicing Agreement; and

(i) the Wells Fargo Servicing Agreement.

Servicing Fee: As to each Mortgage Loan and any Distribution Date,

an amount payable out of each full payment of interest received on such Mortgage

Loan and equal to one twelfth of the Servicing Fee Rate multiplied by the

Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the

month immediately preceding the month in which such Distribution Date occurs

(after giving effect to any Scheduled Payments due on such Mortgage Loan on such

Due Date), subject to reduction for any Compensating Interest payments required

to be made by the applicable Servicer.

Servicing Fee Rate: With respect to each Mortgage Loan, the per

annum rate set forth on the Mortgage Loan Schedule.

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

Special Hazard Coverage Termination Date: The point in time at which

the Special Hazard Loss Coverage Amount is reduced to zero.

Special Hazard Loss: Any Realized Loss as reported by the applicable

Servicer to the Master Servicer suffered by a Mortgaged Property on account of

direct physical loss but not including (i) any loss of a type covered by a

hazard insurance policy or a flood insurance policy required to be maintained

with respect to such Mortgaged Property pursuant to Section 3.11 to the extent

of the amount of such loss covered thereby, or (ii) any loss caused by or

resulting from:

(a) normal wear and tear;

(b) fraud, conversion or other dishonest act on the part of the

Trustee, the Trust Administrator, any Servicer, the Master Servicer or any

of their agents or employees (without regard to any portion of the loss

not covered by any errors and omissions policy);

(c) errors in design, faulty workmanship or faulty materials, unless

the collapse of the property or a part thereof ensues and then only for

the ensuing loss;

(d) nuclear or chemical reaction or nuclear radiation or radioactive

or chemical contamination, all whether controlled or uncontrolled, and

whether such loss be direct or indirect, proximate or remote or be in

whole or in part caused by, contributed to or aggravated by a peril

covered by the definition of the term "Special Hazard Loss";

(e) hostile or warlike action in time of peace and war, including

action in hindering, combating or defending against an actual, impending

or expected attack:

(i) by any government or sovereign power, de jure or de facto,

or by any authority maintaining or using military, naval or air

forces; or

(ii) by military, naval or air forces; or

(iii) by an agent of any such government, power, authority or

forces;

(f) any weapon of war employing nuclear fission, fusion or other

radioactive force, whether in time of peace or war; or

(g) insurrection, rebellion, revolution, civil war, usurped power or

action taken by governmental authority in hindering, combating or

defending against such an occurrence, seizure or destruction under

quarantine or customs regulations, confiscation by order of any government

or public authority or risks of contraband or illegal transportation or

trade.

Special Hazard Loss Coverage Amount: With respect to any

Distribution Date, $3,300,000 less (i) the aggregate amount of Special Hazard

Losses that would have been previously allocated to the Subordinate Certificates

in the absence of the Loss Allocation Limitation and (ii) the Adjustment Amount

as of the most recent anniversary of March 1, 2005. As of any Distribution Date

after the Cross-Over Date, the Special Hazard Loss Coverage Amount for such

Subordinate Certificates shall be zero. All principal balances for the purpose

of this definition will be calculated as of the first day of the calendar month

preceding the month of such Distribution Date after giving effect to Scheduled

Payments on the Mortgage Loans then due, whether or not paid.

Special Hazard Mortgage Loan: A Liquidated Loan as to which a

Special Hazard Loss has occurred.

Standard & Poor's Glossary: The Standard & Poor's LEVELS(R)

Glossary, as may be in effect from time to time.

Startup Day: The Closing Date.

Stock Power: With respect to a Cooperative Loan, an assignment of

the stock certificate or an assignment of the Cooperative Shares issued by the

Cooperative Corporation.

Subordinate Certificates: As specified in the Preliminary Statement.

Subordinate Certificates Fractional Interest Test: This test is

satisfied with respect to a Class of Subordinate Certificates and any

Distribution Date if (a) on any Distribution Date on or prior to the

Distribution Date in March 2016, the Fractional Interest of such Class is

greater than or equal to twice its Fractional Interest on the Closing Date and

(b) the Senior Prepayment Percentage for such Distribution Date is determined in

accordance with clause (ii) or (iii) of the proviso in the definition of "Senior

Prepayment Percentage."

Subordinate Optimal Principal Amount: For any Distribution Date and

any Loan Group, the sum for each Mortgage Loan in such Loan Group of (i) the

Subordinate Percentage of (a) the principal portion of each Scheduled Payment

(without giving effect, prior to the Bankruptcy Coverage Termination Date, to

any reductions thereof caused by any Debt Service Reductions or Deficient

Valuations) due on each such Mortgage Loan on the related Due Date, (b) the

principal portion of the Purchase Price of each such Mortgage Loan to the extent

it was repurchased by the Transferor pursuant to this Agreement as of such

Distribution Date, (c) the Substitution Adjustment Amount in connection with any

Deleted Mortgage Loan related to such Loan Group received with respect to such

Distribution Date, (d) any Liquidation Proceeds (including Insurance Proceeds)

allocable to recoveries of principal of Mortgage Loans related to such Loan

Group that are not yet Liquidated Loans, received during the calendar month

preceding the month of such Distribution Date, (ii) with respect to each

Mortgage Loan in such Loan Group that became a Liquidated Loan during the

calendar month preceding the month of such Distribution Date, the portion of the

amount of the Liquidation Proceeds allocable to principal received with respect

to such Mortgage Loan that was not included in clause (ii) of the definition of

"Senior Optimal Principal Amount" for such Distribution Date, (iii) the

Subordinate Prepayment Percentage of the sum of (a) all Principal Prepayments in

Full of Mortgage Loans in such Loan Group received during the related Prepayment

Period and (b) all partial Principal Prepayments of Mortgage Loans in such Loan

Group and applied during the related Prepayment Period and (iv) with respect to

any Distribution Date prior to the Cross-Over Date only, the Subordinate

Prepayment Percentage related to such Group of the Recoveries received during

the related Prepayment Period; provided, however, that if a Bankruptcy Loss that

is an Excess Loss is sustained with respect to a Mortgage Loan in such Loan

Group that is not a Liquidated Loan, the Subordinate Optimal Principal Amount

will be reduced on the related Distribution Date by the Subordinate Percentage

of the principal portion of such Bankruptcy Loss.

Subordinate Percentage: As to any Distribution Date and any

Certificate Group, 100% minus the Senior Percentage for such Certificate Group

for such Distribution Date.

Subordinate Prepayment Percentage: As to any Distribution Date and

any Certificate Group, 100% minus the Senior Prepayment Percentage for such

Certificate Group for such Distribution Date, except that, on any Distribution

Date after the Senior Final Distribution Date for any Certificate Group, the

Subordinate Prepayment Percentage for such Certificate Group will equal 100%.

Subordinate Principal Distribution Amount: With respect to the

Subordinate Certificates, the aggregate amount that would be payable as

principal on such Subordinate Certificates from Available Funds for the Loan

Groups in the aggregate, after application of Available Funds for each such Loan

Group (i) to make payments on the related Senior Certificates in accordance with

Section 4.02(a)(i) items first and second and Section 4.02(e) and (ii) to make

payments of Accrued Certificate Interest to the Subordinate Certificates in

accordance with Section 4.02(a)(ii).

Substitution Adjustment Amount: The meaning ascribed to such term

pursuant to Section 2.03.

Tax Matters Person: The Holder of (i) the Class A-LR and (ii) the

Class A-UR Certificates designated as "tax matters person" of (x) Lower-Tier

REMIC A and Lower-Tier REMIC B and (y) the Middle-Tier REMIC and Upper-Tier

REMIC, respectively, in the manner provided under Treasury Regulations Section

1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.

Transfer: Any direct or indirect transfer or sale of any Ownership

Interest in a Residual Certificate.

Transferor: UBS Real Estate Securities Inc., a Delaware corporation,

seller of the Mortgage Loans to the Depositor pursuant to the Mortgage Loan

Purchase Agreement.

Trust: As defined in Section 2.01(c).

Trust Administrator: Wells Fargo, in its capacity as Trust

Administrator.

Trust Administrator Compensation: All investment earnings on amounts

on deposit in the Distribution Account (other than the WMMSC Investment Earnings

Amount).

Trust Fund: The corpus of the trust created hereunder consisting of

(i) the Mortgage Loan Purchase Agreement, the Servicing Agreements solely as

each such Servicing Agreement relates to the Mortgage Loans being serviced by

the related Servicer (other than those rights under the Servicing Agreements

that do not relate to the servicing of the Mortgage Loans (including, without

limitation, the representations and warranties made by the applicable Servicers

(with respect to the Mortgage Loans sold to the Transferor) and the document

delivery requirements of such Servicer and the remedies (including

indemnification) available for breaches thereto), which rights were retained by

the Transferor pursuant to the Assignment Agreements); (ii) the Mortgage Loans

and all interest and principal received on or with respect thereto after the

Cut-off Date to the extent not applied in computing the Cut-off Date Principal

Balance thereof; (iii) the Collection Account and the Distribution Account and

the Group 1 Basis Risk Account and all amounts deposited therein pursuant to the

applicable provisions of this Agreement; (iv) property that secured a Mortgage

Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or

otherwise; and (v) all proceeds of the conversion, voluntary or involuntary, of

any of the foregoing.

Trust REMIC: Any of Lower-Tier REMIC A, Lower-Tier REMIC B, the

Middle-Tier REMIC and the Upper-Tier REMIC created hereunder.

Trustee: JPMorgan Chase Bank, N.A., a banking association organized

under the laws of the United States, and its successors and, if a successor

trustee is appointed hereunder, such successor.

Undercollateralized Group: Any Certificate Group, as to which, on

any Distribution Date, the aggregate Class Principal Balance of the Senior

Certificates related to such Certificate Group of which (after giving effect to

distributions to be made on such Distribution Date) is greater than the Group

Pool Principal Balance of the related Loan Group for the following Distribution

Date.

Upper-Tier REMIC: As described in the Preliminary Statement.

Upper-Tier REMIC Regular Interest: Any of the Regular Certificates,

other than, in the case of the Class 1-A-1 and Class 1-A-2 Certificates, the

right to receive Group 1 Basis Risk Carry Forward Amounts, and in the case of

the Class 1-A-X Certificates, ownership of the Group 1 Basis Risk Account, each

as described in the Preliminary Statement and Section 2.06.

Voting Rights: The portion of the voting rights of all of the

Certificates that is allocated to any Certificate. As of any date of

determination, (a) 1% of all Voting Rights shall be allocated to the Class P

Certificates and 1% of all Voting Rights shall be allocated to the Interest-Only

Certificates and (b) the remaining Voting Rights (and the Voting Rights

allocated to the Interest-Only Certificates if there are no Interest-Only

Certificates) shall be allocated among Holders of the remaining Classes of

Certificates in proportion to the Certificate Principal Balances of their

respective Certificates on such date. The Voting Rights allocated to a Class of

Certificates will be allocated among all Holders of that Class in proportion to

the respective outstanding Certificate Principal Balances, or Percentage

Interest, of those Certificates.

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

in its capacity as Master Servicer, as Servicer of the Wells Fargo Serviced

Mortgage Loans, Trust Administrator or Custodian, as the case may be, hereunder.

Wells Fargo Serviced Mortgage Loans: The Mortgage Loans for which

Wells Fargo is listed as "Servicer" on the Mortgage Loan Schedule.

Wells Fargo Servicing Agreements: Solely with respect to the Wells

Fargo Serviced Mortgage Loans, (i) the Seller's Warranties and Servicing

Agreement, dated as of November 1, 2004, and (ii) the Seller's Warranties and

Servicing Agreement, dated as of December 1, 2004, between the Transferor and

Wells Fargo, as such may be amended from time to time, and any assignments and

conveyances relating to the Wells Fargo Serviced Mortgage Loans.

WMMSC: Washington Mutual Mortgage Securities Corp. and its

successors and assigns, in its capacity as Servicer of the WMMSC Mortgage Loans.

WMMSC Investment Earnings Amount: With respect to any Distribution

Date, an amount equal to the investment earnings, if any, that accrued on

amounts then held in the Distribution Account in respect of the WMMSC Monthly

Remittance Amount, for the period from and including the Servicer Remittance

Date immediately preceding such Distribution Date, to and including such

Distribution Date.

WMMSC Monthly Remittance Amount: With respect to any Distribution

Date and any WMMSC Mortgage Loans, an amount equal to the funds that WMMSC

withdrew from its Protected Account and remitted to the Trust Administrator on

the Servicer Remittance Date immediately preceding such Distribution Date in

respect of any of the items listed in sub-clauses (i) through (vii) of Section

2.6(b) of the WMMSC Servicing Agreement.

WMMSC Mortgage Loans: The Mortgage Loans for which WMMSC is listed

as "Servicer" on the Mortgage Loan Schedule. There are no WMMSC Mortgage Loans

in the Trust.

WMMSC Servicing Agreement: The Servicing Agreement, dated as of

August 1, 2002, between the Transferor and WMMSC, as amended by Amendment Number

One, dated November 1, 2002, as further amended by Amendment Number Two, dated

January 1, 2003, and as the same may be amended further from time to time.

Section 1.02 Certain Calculations. Unless otherwise specified

herein, for purposes of determining amounts with respect to the Certificates and

the rights and obligations of the parties hereto, all calculations of interest

(other than as provided in the Mortgage Loan documents) provided for herein

shall be made on the basis of a 360 day year consisting of twelve 30 day months.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,

concurrently with the execution and delivery hereof, hereby sells, transfers,

assigns, sets over and otherwise conveys to the Trustee for the benefit of the

Certificateholders, without recourse, all the right, title and interest of the

Depositor in and to the Trust Fund together with all rights assigned by the

Transferor to the Depositor, pursuant to the Mortgage Loan Purchase Agreement,

solely with respect to the Mortgage Loans, and, solely with respect to the

Mortgage Loans, all of the Transferor's right, title and interest in and to the

Servicing Agreements solely as each such Servicing Agreement relates to the

Mortgage Loans being serviced by the related Servicer (other than those rights

under the Servicing Agreements that do not relate to servicing of the Mortgage

Loans (including, without limitation, the representations and warranties made by

each Servicer (in its capacity as loan seller to the Transferor) and the

document delivery requirements of such Servicer and the remedies (including

indemnification) available for breaches thereto), which rights were retained by

the Transferor pursuant to the Assignment Agreements). In connection with the

foregoing assignments, the Transferor has caused each Servicer to enter into the

related Assignment Agreement.

(b) (i) In connection with the transfer and assignment set forth in

clause (a) above, the Depositor has delivered or caused to be delivered to the

Custodian, on behalf of the Trustee, for the benefit of the Certificateholders

the following documents or instruments with respect to each Mortgage Loan that

is not a Cooperative Loan so assigned:

(A) the original Mortgage Note endorsed by manual or facsimile

signature in blank in the following form: "Pay to the order of

___________ without recourse," with all intervening endorsements

showing a complete chain of endorsement from the originator to the

Person endorsing the Mortgage Note (each such endorsement being

sufficient to transfer all right, title and interest of the party so

endorsing, as noteholder or assignee thereof, in and to that

Mortgage Note); or, with respect to any Lost Mortgage Note, a lost

note affidavit from the related originator or the Transferor stating

that the original Mortgage Note was lost or destroyed, together with

a copy of such Mortgage Note;

(B) except as provided below, the original recorded Mortgage

or a copy of such Mortgage certified by the related originator as

being a true and complete copy of the Mortgage;

(C) a duly executed assignment of the Mortgage (which may be

included in a blanket assignment or assignments), endorsed in the

following form: "JPMorgan Chase Bank, N.A., in trust for the MASTR

Adjustable Rate Mortgages Trust 2005-3 for the benefit of the

Holders of the Mortgage Pass-Through Certificates, Series 2005-3"

together with, except as provided below, all interim recorded

assignments of such mortgage (each such assignment, when duly and

validly completed, to be in recordable form and sufficient to effect

the assignment of and transfer to the assignee thereof, under the

Mortgage to which the assignment relates); provided that, if the

related Mortgage has not been returned from the applicable public

recording office, such assignment of the Mortgage may exclude the

information to be provided by the recording office;

(D) the original or copies of each assumption, modification,

written assurance or substitution agreement, if any; and

(E) except as provided below, the original or duplicate

original lender's title policy and all riders thereto.

(ii) In connection with the transfer and assignment set forth in

clause (a) above, the Depositor has delivered or caused to be delivered to

the Custodian, on behalf of the Trustee, for the benefit of the

Certificateholders the following documents or instruments with respect to

each Cooperative Loan so assigned:

(A) the Cooperative Shares, together with the Stock Power in

blank;

(B) the executed Security Agreement;

(C) the executed Proprietary Lease and the Assignment of

Proprietary Lease to the originator of the Cooperative Loan;

(D) the executed Recognition Agreement, if any;

(E) copies of the original UCC financing statement, and any

continuation statements, filed by the originator of such Cooperative

Loan as secured party, each with evidence of recording thereof,

evidencing the interest of the originator under the Security

Agreement and the Assignment of Proprietary Lease;

(F) copies of the filed UCC assignments or amendments of the

security interest referenced in clause (e) above showing an unbroken

chain of title from the originator to the Trust, each with evidence

of recording thereof, evidencing the interest of the assignee under

the Security Agreement and the Assignment of Proprietary Lease;

(G) an executed assignment of the interest of the originator

in the Security Agreement, the Assignment of Proprietary Lease and

the Recognition Agreement, if any, showing an unbroken chain of

title from the originator to the Trust; and

(H) for any Cooperative Loan that has been modified or

amended, the original instrument or instruments effecting such

modifications or amendment.

Notwithstanding the foregoing, if any Mortgage has been recorded in

the name of Mortgage Electronic Registration System, Inc. ("MERS") or its

designee, no assignment of Mortgage in favor of the Trustee will be required to

be prepared or delivered and instead, the Master Servicer shall enforce the

obligations of the applicable Servicer under the related Servicing Agreement to

cause the Trustee to be shown as the owner of the related Mortgage Loan on the

records of MERS for the purpose of the system of recording transfers of

beneficial ownership of mortgages maintained by MERS.

If in connection with any Mortgage Loan the Depositor cannot deliver

(a) the original recorded Mortgage, (b) all interim recorded assignments or (c)

the lender's title policy (together with all riders thereto) satisfying the

requirements of clause (b)(i)(B), (b)(i)(C) or (b)(i)(E) above, respectively,

concurrently with the execution and delivery hereof because such document or

documents have not been returned from the applicable public recording office in

the case of clause (b)(i)(B) or (b)(i)(C) above, or because the title policy has

not been delivered to either the Custodian or the Depositor by the applicable

title insurer in the case of clause (b)(i)(E) above, the Depositor shall

promptly deliver to the Custodian, in the case of clause (b)(i)(B) or (b)(i)(C)

above, such original Mortgage or such interim assignment, as the case may be,

with evidence of recording indicated thereon upon receipt thereof from the

public recording office, or a copy thereof, certified, if appropriate, by the

relevant recording office, but in no event shall any such delivery of the

original Mortgage and each such interim assignment or a copy thereof, certified,

if appropriate, by the relevant recording office, be made later than one year

following the Closing Date, or, in the case of clause (b)(i)(E) above, no later

than 120 days following the Closing Date; provided, however, in the event the

Depositor is unable to deliver by such date each Mortgage and each such interim

assignment by reason of the fact that any such documents have not been returned

by the appropriate recording office, or, in the case of each such interim

assignment, because the related Mortgage has not been returned by the

appropriate recording office, the Depositor shall deliver such documents to the

Custodian as promptly as possible upon receipt thereof and, in any event, within

720 days following the Closing Date. The Depositor shall forward or cause to be

forwarded to the Custodian (a) from time to time additional original documents

evidencing an assumption or modification of a Mortgage Loan and (b) any other

documents required to be delivered by the Depositor to the Custodian. In the

event that the original Mortgage is not delivered and in connection with the

payment in full of the related Mortgage Loan and the public recording office

requires the presentation of a "lost instruments affidavit and indemnity" or any

equivalent document, because only a copy of the Mortgage can be delivered with

the instrument of satisfaction or reconveyance, the Custodian shall execute and

deliver or cause to be executed and delivered such a document to the public

recording office. In the case where a public recording office retains the

original recorded Mortgage or in the case where a Mortgage is lost after

recordation in a public recording office, the Transferor shall deliver to the

Custodian a copy of such Mortgage certified by such public recording office to

be a true and complete copy of the original recorded Mortgage.

As promptly as practicable subsequent to such transfer and

assignment, set forth in clause (a) above and in any event, within ninety (90)

days thereafter, the Custodian shall affix the Trustee's name to each assignment

of Mortgage, as the assignee thereof, and, subject to Section 2.02, the Master

Servicer shall enforce the obligations of the related Servicer pursuant to the

related Servicing Agreement to (i) cause such assignment to be in proper form

for recording in the appropriate public office for real property records and

(ii) cause to be delivered for recording in the appropriate public office for

real property records the assignments of the Mortgages to the Trustee, except

that, with respect to any assignments of Mortgage as to which the related

Servicer has not received the information required to prepare such assignment in

recordable form, the related Servicer's obligation to do so and to deliver the

same for such recording shall be as soon as practicable after receipt of such

information and in any event within ninety (90) days after receipt thereof and

except that the related Servicer need not cause to be recorded any assignment

which relates to a Mortgage Loan (a) in any state where, in an Opinion of

Counsel addressed to the Trustee, such recording is not required to protect the

Trustee's interests in the Mortgage Loan against the claim of any subsequent

transferee or any successor to or creditor of the Depositor or the Transferor,

(b) in any state where recordation is not required by either Rating Agency to

obtain the initial ratings on the Certificates set forth in the Prospectus

Supplement or (c) with respect to any Mortgage which has been recorded in the

name of MERS, or its designee. As for the date hereof, recordation is not

required in any state by either Rating Agency to obtain the initial rating on

the Certificates (upon which statement the Master Servicer, the Trustee and the

Custodian may conclusively rely).

In the case of Mortgage Loans that have been prepaid in full as of

the Closing Date, the Depositor, in lieu of delivering the above documents to

the Custodian on behalf of the Trustee, will deposit in the Collection Account

the portion of such payment that is required to be deposited in the Collection

Account pursuant to Section 3.07 hereof.

(c) The Depositor does hereby establish, pursuant to the further

provisions of this Agreement and the laws of the State of New York, an express

trust (the "Trust") to be known, for convenience, as "MASTR Adjustable Rate

Mortgages Trust 2005-3" and JPMorgan Chase Bank, N.A., is hereby appointed as

Trustee in accordance with the provisions of this Agreement.

Section 2.02 Acceptance by Trustee of the Mortgage Loans. The

Custodian, on behalf of the Trustee, acknowledges receipt of the documents

identified in the Initial Certification in the form annexed hereto as Exhibit F,

and declares that it holds and will hold such documents and the other documents

delivered to it constituting the related Mortgage Files, and the Custodian and

the Trustee together declare that it holds or will hold such other assets as are

included in the Trust Fund, in trust for the exclusive use and benefit of all

present and future Certificateholders. The Custodian acknowledges that it will

maintain possession of the Mortgage Notes held by it in the State of Minnesota,

unless otherwise permitted by the Rating Agencies and the Trustee.

The Custodian agrees to execute and deliver on the Closing Date to

the Depositor and the Trustee an Initial Certification in the form annexed

hereto as Exhibit F. Based on its review and examination, and only as to the

documents identified in such Initial Certification, the Custodian acknowledges,

subject to any applicable exceptions noted on Exhibit F that such documents

appear regular on their face and relate to such Mortgage Loan. The Custodian

shall not be under any duty or obligation to (i) inspect, review or examine said

documents, instruments, certificates or other papers to determine that the same

are genuine, enforceable or appropriate for the represented purpose or that they

have actually been recorded in the real estate records or that they are other

than what they purport to be on their face or (ii) determine whether the

Mortgage File should include any of the documents specified in Section

2.01(b)(i)(D) with respect to each Mortgage Loan that is not a Cooperative Loan

and Section 2.01(b)(ii)(H) with respect to each Cooperative Loan, unless the

Mortgage Loan Schedule indicates that such documents are applicable.

Not later than 90 days after the Closing Date, the Custodian shall

deliver to the Depositor, the Trustee and the Transferor a Final Certification

in the form annexed hereto as Exhibit G, with any applicable exceptions noted

thereon. The Custodian shall make available, upon request of any

Certificateholder, a copy of any exceptions noted on the Initial Certification

or Final Certification. The Custodian shall make available, upon request of the

Trustee, the identity of the originator for any Mortgage Loan with a material

exception.

If, in the course of such review, the Custodian finds any document

constituting a part of a Mortgage File which does not meet the requirements of

Section 2.01, the Custodian shall list such as an exception in the Final

Certification; provided, however, that the Custodian shall not make any

determination as to whether (i) any endorsement is sufficient to transfer all

right, title and interest of the party so endorsing, as noteholder or assignee

thereof, in and to that Mortgage Note, (ii) any assignment is in recordable form

or is sufficient to effect the assignment of and transfer to the assignee

thereof under the mortgage to which the assignment relates or (iii) the Mortgage

File should include any of the documents specified in Section 2.01(b)(i)(D) with

respect to each Mortgage Loan that is not a Cooperative Loan and Section

2.01(b)(ii)(H) with respect to each Cooperative Loan, unless the Mortgage Loan

Schedule indicates that such documents are applicable.

Upon receiving the Final Certification from the Custodian, the

Trustee shall notify the Transferor of any document defects listed as exceptions

in each such Final Certification. The Trustee shall enforce the applicable

duties of the Transferor pursuant to the terms of this Section 2.02 to correct

and cure such document defects, and if the Transferor fails to correct or cure

the defect within ninety (90) days of the earlier of its discovery or its

receipt of written notice of any document constituting a part of a Mortgage File

that does not meet the requirements of Section 2.01, and such defect materially

and adversely affects the interests of the Certificateholders in the related

Mortgage Loan, the Transferor shall repurchase the affected Mortgage Loan at the

Purchase Price and the Trustee shall enforce the Transferor's obligations

hereunder to purchase such Mortgage Loan at the Purchase Price. Any such

purchase of a Mortgage Loan shall not be effected prior to the delivery to the

Custodian of a Request for Release substantially in the form of Exhibit L. The

Purchase Price for any such Mortgage Loan shall be paid by the Transferor to the

Master Servicer for deposit in the Collection Account on or prior to the

Distribution Account Deposit Date for the Distribution Date in the month

following the month of repurchase and, upon receipt of such deposit, the Master

Servicer shall instruct the Custodian to release, and the Custodian shall

release, the related Mortgage File to the Transferor and the Trustee shall

execute and deliver at the Transferor's written request such instruments of

transfer or assignment prepared by the Transferor, in each case without

recourse, representation or warranty, as shall be necessary to vest in the

Transferor, or a designee, the Trustee's interest in any Mortgage Loan released

pursuant hereto. The Transferor shall promptly reimburse the Master Servicer and

the Trustee for any expenses reasonably incurred by the Master Servicer or the

Trustee in respect of enforcing such repurchase by the Transferor.

The Custodian shall retain possession and custody of each related

Mortgage File in accordance with and subject to the terms and conditions set

forth herein. Pursuant to the terms of the related Servicing Agreement, the

Master Servicer shall cause each of the related Servicers to promptly deliver to

the Custodian who shall thereupon promptly deposit within each Mortgage File,

upon the execution or receipt thereof, the originals of such other documents or

instruments constituting the Mortgage File as come into the possession of the

related Servicers from time to time.

It is understood and agreed that the obligations of the Transferor,

hereunder, to purchase any Mortgage Loan which does not meet the requirements of

Section 2.01 above or substitute for the related Mortgage Loan an Eligible

Substitute Mortgage Loan shall constitute the sole remedies respecting such

defect available to the Trustee, the Master Servicer, the Trust Administrator,

the Depositor and any Certificateholder.

Section 2.03 Remedies for Breaches of Representations and

Warranties. The Transferor hereby makes the representations and warranties set

forth in Schedule II hereto, and by this reference incorporated herein, to the

Depositor and the Trustee, as of the Closing Date, or if so specified therein,

as of the Cut-off Date.

Upon discovery by any of the parties hereto of a breach of a

representation or warranty made by the Transferor pursuant to this Section 2.03

that materially and adversely affects the interests of the Certificateholders in

any Mortgage Loan, the party discovering such breach shall give prompt notice

thereof to the other parties. 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 in the

related Mortgage Loan, the Trustee shall enforce the Transferor's obligations

hereunder to (i) purchase such Mortgage Loan at the Purchase Price or (ii)

substitute for the related Mortgage Loan an Eligible Substitute Mortgage Loan.

In each case, such Mortgage Loan (a "Deleted Mortgage Loan") will be removed

from the Trust Fund.

The Transferor hereby covenants that within ninety (90) days of the

earlier of its discovery or its receipt of written notice from any party of a

breach of any representation or warranty made pursuant to this Section 2.03

which materially and adversely affects the interest of the Certificateholders in

any Mortgage Loan it shall cure such breach in all material respects, and if

such breach is not so cured, shall, (i) if such ninety (90) day period expires

prior to the second anniversary of the Closing Date, remove such Deleted

Mortgage Loan from the Trust Fund and substitute in its place an Eligible

Substitute Mortgage Loan or Loans into the Trust Fund, in the manner and subject

to the conditions set forth in this Section; or (ii) repurchase the affected

Mortgage Loan or Mortgage Loans at the Purchase Price in the manner set forth

below. The Transferor shall promptly reimburse the Master Servicer and the

Trustee for any expenses reasonably incurred by the Master Servicer or the

Trustee in respect of enforcing the remedies for such breach by the Transferor.

With respect to any Eligible Substitute Mortgage Loan or Loans, the

Transferor shall deliver to the Custodian on behalf of the Trustee for the

benefit of the Certificateholders the Mortgage Note, the Mortgage, the related

assignment of the Mortgage, and such other documents and agreements as are

required by Section 2.01, with the Mortgage Note endorsed and the Mortgage

assigned as required by Section 2.01. No substitution is permitted to be made on

any day in any calendar month after the Determination Date for such month.

With respect to substitutions made by the Transferor, Scheduled

Payments due with respect to Eligible Substitute Mortgage Loans in the month of

substitution shall not be part of the Trust Fund and will be retained by the

Transferor on the next succeeding Distribution Date. For the month of

substitution, distributions to Certificateholders will include the monthly

payment due on any Deleted Mortgage Loan for such month and thereafter the

Transferor shall be entitled to retain all amounts received in respect of such

Deleted Mortgage Loan. The Custodian shall amend the Mortgage Loan Schedule for

the benefit of the Certificateholders to reflect the removal of such Deleted

Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loan or

Loans and the Custodian shall deliver the amended Mortgage Loan Schedule to the

Trustee. Upon such substitution, the Eligible Substitute Mortgage Loan or Loans

shall be subject to the terms of this Agreement in all respects, and the

Transferor shall be deemed to have made with respect to such Eligible Substitute

Mortgage Loan or Loans, as of the date of substitution, the representations and

warranties made pursuant to this Section 2.03 with respect to such Mortgage

Loan. Upon any such substitution and the deposit to the Collection Account of

the amount required to be deposited therein in connection with such substitution

as described in the following paragraph, the Custodian shall release the

Mortgage File held for the benefit of the Certificateholders relating to such

Deleted Mortgage Loan to the Transferor and shall execute and deliver or cause

the Trustee to execute and deliver at the Transferor's direction such

instruments of transfer or assignment prepared by the Transferor, without

recourse, representation or warranty, as shall be necessary to vest title in the

Transferor, as applicable, or its designee, the Trustee's interest in any

Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

For any month in which the Transferor substitutes one or more

Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the

Master Servicer will determine the amount (if any) by which the aggregate

principal balance of all such Eligible Substitute Mortgage Loans as of the date

of substitution is less than the aggregate Scheduled Principal Balance of all

such Deleted Mortgage Loans (after application of the scheduled principal

portion of the monthly payments due in the month of substitution). The amount of

such shortage (the "Substitution Adjustment Amount") plus an amount equal to the

aggregate of any unreimbursed Advances with respect to such Deleted Mortgage

Loans shall be remitted by the Transferor to the Master Servicer, and the Master

Servicer shall deposit such amounts received from the Transferor into the

Collection Account on or before the Distribution Account Deposit Date for the

Distribution Date in the month succeeding the calendar month during which the

related Mortgage Loan became required to be purchased or replaced hereunder.

In the event that the Transferor shall have repurchased a Mortgage

Loan, the Purchase Price therefor shall be deposited in the Collection Account

pursuant to Section 3.07 on or before the Distribution Account Deposit Date for

the Distribution Date in the month following the month during which the

Transferor became obligated hereunder to repurchase or replace such Mortgage

Loan and upon such deposit of the Purchase Price and receipt of a Request for

Release in the form of Exhibit L hereto, the Custodian shall release the related

Mortgage File held for the benefit of the Certificateholders to the Transferor,

and the Trustee shall execute and deliver at the Transferor's direction such

instruments of transfer or assignment prepared by the Transferor, in each case

without recourse, representation or warranty, as shall be necessary to transfer

title from the Trustee. It is understood and agreed that the obligation under

this Agreement of the Transferor to cure, repurchase or replace any Mortgage

Loan as to which a breach has occurred and is continuing shall constitute the

sole remedies against the Transferor respecting such matters available to

Certificateholders, the Master Servicer, the Depositor, the Trust Administrator

or the Trustee on their behalf.

The provisions of this Section 2.03 shall survive the conveyance and

assignment of the Mortgage Files to the Trustee and the delivery of the

respective Mortgage Files to the Custodian for the benefit of the Trustee and

the Certificateholders.

Section 2.04 Representations and Warranties of the Depositor as to

the Mortgage Loans. The Depositor hereby represents and warrants to the Trustee,

the Trust Administrator and the Master Servicer with respect to each Mortgage

Loan as of the date hereof or such other date set forth herein that as of the

Closing Date, and following the transfer of the Mortgage Loans to it by the

Transferor, the Depositor had good title to the Mortgage Loans and the Mortgage

Notes were subject to no offsets, liens, defenses or counterclaims.

It is understood and agreed that the representations and warranties

set forth in this Section 2.04 shall survive delivery of the Mortgage Files to

the Custodian. Upon discovery by the Depositor, the Transferor, the Master

Servicer, the Trust Administrator or the Trustee of a breach of any of the

foregoing representations and warranties set forth in this Section 2.04

(referred to herein as a "breach"), which breach materially and adversely

affects the interest of the Certificateholders, the party discovering such

breach shall give prompt written notice to the other parties hereto and to each

Rating Agency.

Section 2.05 Execution and Delivery of Certificates. The Trustee

acknowledges the transfer and assignment to it of the assets of the Trust Fund

related to the Group 1 Mortgage Loans and acknowledges the issuance of the

Lower-Tier REMIC A Regular Interests and the Class A-LRA Interest (represented

by the Class A-LR Certificates) in exchange therefor. The Trustee acknowledges

the transfer and assignment to it of the assets of the Trust Fund (related to

the Mortgage Loans other than those related to the Group 1 Mortgage Loans) and

acknowledges the issuance of the Lower-Tier REMIC B Regular Interests and the

Class A-LRB Interest (represented by the Class A-LR) Certificates in exchange

therefor. The Trustee acknowledges the transfer and assignment to it of the

Lower-Tier REMIC A Regular Interests and Lower-Tier REMIC B Regular Interests

and acknowledges the issuance of the Middle-Tier REMIC Regular Interests and the

Class A-MR Interest (represented by the Class A-UR Certificates) in exchange

therefor. The Trustee further acknowledges the transfer and assignment to it of

the Middle-Tier REMIC Regular Interests and, concurrently with such transfer and

assignment, acknowledges the issuance of the Class A-UR Interest and the

Upper-Tier REMIC Regular Interests and the Trust Administrator on behalf of the

Trustee has executed, authenticated and delivered to or upon the order of the

Depositor, the Certificates (other than the Class 1-A-1, Class 1-A-2 and Class

1-A-X Certificates) in authorized denominations evidencing directly or

indirectly the entire ownership of the Upper-Tier REMIC in exchange therefor.

The Trustee further acknowledges the transfer and assignment of the Upper-Tier

REMIC Regular Interests represented by the Class 1-A-1, Class 1-A-2 and Class

1-A-X Certificates, respectively, and concurrently with such transfer and

assignment, the Trust Administrator on behalf of the Trustee has executed,

authenticated and delivered to or upon the order of the Depositor, the Class

1-A-1, Class 1-A-2 and Class 1-A-X Certificates in authorized denominations

evidencing directly or indirectly the entire ownership of the Grantor Trust. The

Trustee agrees to hold the Trust Fund and the Lower-Tier REMIC A Regular

Interests and the Lower-Tier REMIC B Regular Interests, the Middle-Tier REMIC

Regular Interests, the Upper-Tier REMIC Regular Interests represented by the

Class 1-A-1, Class 1-A-2 and Class 1-A-X Certificates, respectively, and to

exercise the rights referred to above for the benefit of all present and future

Holders of the Certificates and to perform the duties set forth in this

Agreement to the best of its ability, to the end that the interests of the

Holders of the Certificates may be adequately and effectively protected.

Section 2.06 REMIC Matters. The Preliminary Statement sets forth the

designations as "regular interests" or "residual interests" and "latest possible

maturity date" for federal income tax purposes of all interests created hereby.

The "Startup Day" for purposes of the REMIC Provisions shall be the Closing

Date. Each REMIC shall have the calendar year as its fiscal year and shall use

the accrual method of accounting.

For federal income tax purposes, the Class 1-A-X Certificates shall

represent a "specified portion," within the meaning of the REMIC Provisions, of

the sum of (I) the interest payments on the Class 1-A-M1 Interest equal to the

product of (i) the excess of (A) the weighted average of the Net Mortgage Rates

on the Group 1 Mortgage Loans over (B) the Pass-Through Rate on the Class 1-A-1

Certificates and (ii) the principal balance of the Class 1-A-M1 Interest and

(II) the interest payments on the Class 1-A-M2 Interest equal to the product of

(i) the excess of (A) the weighted average of the Net Mortgage Rates on the

Group 1 Mortgage Loans over (B) the Pass-Through Rate on the Class 1-A-2

Certificates and (ii) the principal balance of the Class 1-A-M2 Interest.

For federal income tax purposes, the Class 3-A-X Certificates shall

represent a "specified portion," within the meaning of the REMIC Provisions, of

the interest payments on the Class 3-A-M1 Interest equal to the product of (i)

0.05891% and (ii) the principal balance of the Class 3-A-M1 Interest.

The pass-through rate with respect to Class LA-1B Interest and Class

LA-1Q Interest shall be a per annum rate equal to the weighted average of the

Net Mortgage Rates on the Group 1 Mortgage Loans.

The pass-through rate with respect to the Class LB-1B Interest and

Class LB-1Q Interest shall be a per annum rate equal to the weighted average of

the Net Mortgage Rates on the Group 1 Mortgage Loans. The pass-through rate with

respect to the Class LB-2B Interest and Class LB-2Q Interest shall be a per

annum rate equal to the weighted average of the Net Mortgage Rates on the Group

2 Mortgage Loans. The pass-through rate with respect to the Class LB-3B Interest

and Class LB-3Q Interest shall be a per annum rate equal to the weighted average

of the Net Mortgage Rates on the Group 3 Mortgage Loans. The pass-through rate

with respect to the Class LB-4B Interest and Class LB-4Q Interest shall be a per

annum rate equal to the weighted average of the Net Mortgage Rates on the Group

4 Mortgage Loans. The pass-through rate with respect to the Class LB-5B Interest

and Class LB-5Q Interest shall be a per annum rate equal to the weighted average

of the Net Mortgage Rates on the Group 5 Mortgage Loans. Each of the foregoing

determinations, shall be weighted on the basis of their respective Scheduled

Principal Balances, as of the first day of the related Interest Accrual Period

(after taking into account scheduled payments of principal on such date).

As of the Closing Date and any date of determination, (i) the

principal balance of the Class LA-1B Interest shall equal 0.10% of the Group 1

Subordinate Amount, (ii) the principal balance of the Class LB-2B Interest shall

equal 0.10% of the Group 2 Subordinate Amount, (iii) the principal balance of

the Class LB-3B Interest shall equal 0.10% of the Group 3 Subordinate Amount,

(iv) the principal balance of the Class LB-4B Interest shall equal 0.10% of the

Group 4 Subordinate Amount and (v) the principal balance of the Class LB-5B

Interest shall equal 0.10% of the Group 5 Subordinate Amount (in each case,

computed to at least eight decimal places).

As of the Closing Date and any date of determination, (i) the

principal balance of the Class LA-1Q Interest shall equal the excess of the

aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans (less $50

allocable to the Class A-LRA Interest until paid) over the principal balance of

the Class LA-1B Interest, (ii) the principal balance of the Class LB-2Q Interest

shall equal the excess of the aggregate Scheduled Principal Balance of the Group

2 Mortgage Loans over the principal balance of the Class LB-2B Interest, (iii)

the principal balance of the Class LB-3Q Interest shall equal the excess of the

aggregate Scheduled Principal Balance of the Group 3 Mortgage Loans over the

principal balance of the Class LB-3B Interest, (iv) the principal balance of the

Class LB-4Q Interest shall equal the excess of the aggregate Scheduled Principal

Balance of the Group 4 Mortgage Loans over the principal balance of the Class

LB-4B Interest and (v) the principal balance of the Class LB-5Q Interest shall

equal the excess of the aggregate Scheduled Principal Balance of the Group 5

Mortgage Loans over the principal balance of the Class LB-5B Interest. The

initial principal balance of the Class A-LRA Interest shall be $50 and its

pass-through rate shall be a per annum rate equal to the weighted average of the

Net Mortgage Rates on the Group 1 Mortgage Loans.

The pass-through rate with respect to the Class 1-A-M1 Interest and

the Class 1-A-M2 Interest shall be a per annum rate equal to the weighted

average of the Net Mortgage Rates on the Group 1 Mortgage Loans. The

pass-through rate with respect to the Class 2-A-M1 Interest shall be a per annum

rate equal to the weighted average of the Net Mortgage Rates on the Group 2

Mortgage Loans. The pass-through rate with respect to the Class 3-A-M1 Interest

and the Class 3-A-M2 Interest shall be a per annum rate equal to the weighted

average of the Net Mortgage Rates on the Group 3 Mortgage Loans. The

pass-through rate with respect to each of the Class 4-A-M1 Interest shall be a

per annum rate equal to the weighted average of the Net Mortgage Rates on the

Group 4 Mortgage Loans. The pass-through rate with respect to the Class 5-A-M1

Interest shall be a per annum rate equal to the weighted average of the Net

Mortgage Rates on the Group 5 Mortgage Loans. Each of the foregoing

determinations shall be weighted on the basis of their respective Scheduled

Principal Balances, as of the first day of the related Interest Accrual Period

(after taking into account scheduled payments of principal on such date).

As of any date, the principal balance of each Middle-Tier REMIC

Regular Interest shall equal the Class Principal Balance of the respective

Corresponding Class or Classes of Certificates. The initial principal balance of

each Middle-Tier REMIC Regular Interest shall equal the initial Class Principal

Balance of the respective Corresponding Class or Classes of Certificates set

forth in the Preliminary Statement. The initial principal balance of the Class

A-MR Interest shall be $50 and its pass through rate shall be a per annum rate

equal to the weighted average of the Net Mortgage Rates on the Group 1 Mortgage

Loans.

For federal income tax purposes, the Pass-Through Rate for the Class

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

each Corresponding Middle-Tier REMIC Regular Interest for any Distribution Date

shall be expressed as a per annum rate equal to the weighted average of (i) the

pass through rate for the Class LA-1B Interest, (ii) the pass through rate for

the Class LB-2B Interest, (iii) the pass through rate for the Class LB-3B

Interest, (iv) the pass through rate for the Class LB-4B Interest and (v) the

pass through rate for the Class LB-5B Interest, weighted, for each of the

foregoing determinations, on the basis of the respective principal balance of

each such Lower-Tier REMIC A Regular Interest or Lower-Tier REMIC B Regular

Interest, as applicable (computed to at least eight decimal places), immediately

prior to such Distribution Date.

Section 2.07 Covenants of the Master Servicer. The Master Servicer

hereby covenants to the Depositor and the Trustee as follows:

(a) subject to Section 3.01, the Master Servicer shall cause each

Servicer to perform its obligations under the applicable Servicing Agreement;

and

(b) no written information, certificate of an officer, statement

furnished in writing or written report delivered to the Depositor, any affiliate

of the Depositor or the Trustee and prepared by the Master Servicer pursuant to

this Agreement will contain any untrue statement of a material fact or omit to

state a material fact necessary to make such information, certificate, statement

or report not misleading at the time provided; provided, however, that the

Master Servicer shall have no liability hereunder and shall be indemnified

pursuant to Section 6.03 for any information with respect to the WMMSC Mortgage

Loans included in any report provided hereunder.

Section 2.08 Representations and Warranties of the Master Servicer.

The Master Servicer hereby represents and warrants to the Depositor, the

Custodian and the Trustee, as of the Closing Date, or if so specified herein, as

of the Cut-off Date:

(a) The Master Servicer is duly organized as a national banking

association and is validly existing and in good standing under the laws of the

United States of America and is duly authorized and qualified to transact any

and all business contemplated by this Agreement to be conducted by the Master

Servicer in any state in which a Mortgaged Property is located or is otherwise

not required under applicable law to effect such qualification and, in any

event, is in compliance with the doing business laws of any such state, to

master service the Mortgage Loans in accordance with the terms of this Agreement

and to perform any of its other obligations under this Agreement in accordance

with the terms hereof.

(b) The Master Servicer has the full power and authority to master

service each Mortgage Loan, and to execute, deliver and perform, and to enter

into and consummate the transactions contemplated by this Agreement and has duly

authorized by all necessary action on the part of the Master Servicer the

execution, delivery and performance of this Agreement; and this Agreement,

assuming the due authorization, execution and delivery hereof by the other

parties hereto, constitutes a legal, valid and binding obligation of the Master

Servicer, enforceable against the Master Servicer in accordance with its terms,

except that (i) the enforceability hereof may be limited by bankruptcy,

insolvency, moratorium, receivership and other similar laws relating to

creditors' rights generally and (ii) the remedy of specific performance and

injunctive and other forms of equitable relief may be subject to equitable

defenses and to the discretion of the court before which any proceeding therefor

may be brought.

(c) The execution and delivery of this Agreement by the Master

Servicer, and the master servicing of the Mortgage Loans by the Master Servicer

under this Agreement, the consummation of any other of the transactions

contemplated by this Agreement, and the fulfillment of or compliance with the

terms hereof are in the ordinary course of business of the Master Servicer and

will not (i) result in a material breach of any term or provision of the

articles of incorporation or by laws of the Master Servicer, (ii) materially

conflict with, result in a material breach, violation or acceleration of, or

result in a material default under, the terms of any other material agreement or

instrument to which the Master Servicer is a party or by which it may be bound,

or (iii) constitute a material violation of any statute, order or regulation

applicable to the Master Servicer of any court, regulatory body, administrative

agency or governmental body having jurisdiction over the Master Servicer; and

the Master Servicer is not in breach or violation of any material indenture or

other material agreement or instrument, or in violation of any statute, order or

regulation of any court, regulatory body, administrative agency or governmental

body having jurisdiction over it which breach or violation may materially impair

the Master Servicer's ability to perform or meet any of its obligations under

this Agreement.

(d) The Master Servicer or an affiliate thereof is an approved

servicer of conventional mortgage loans for Fannie Mae or Freddie Mac and is a

mortgagee approved by the Secretary of Housing and Urban Development pursuant to

Sections 203 and 211 of the National Housing Act.

(e) No litigation is pending, or to the knowledge of the Master

Servicer, threatened against the Master Servicer that would materially and

adversely affect the execution, delivery or enforceability of this Agreement or

the ability of the Master Servicer to master service the Mortgage Loans or to

perform any of its other obligations under this Agreement in accordance with the

terms thereof.

(f) No consent, approval, authorization or, to the knowledge of the

Master Servicer, order of any court or governmental agency or body is required

for the execution, delivery and performance by the Master Servicer of, or

compliance by the Master Servicer with, this Agreement or the consummation of

the transactions contemplated thereby, or if any such consent, approval,

authorization or order is required, the Master Servicer has obtained the same.

Section 2.09 Representations and Warranties of the Custodian. The

Custodian hereby represents and warrants to the Depositor, the Master Servicer,

the Trust Administrator and the Trustee, as of the Closing Date, or if so

specified herein, as of the Cut-off Date:

(a) Such Custodian is duly organized as a national banking

association and is validly existing and in good standing under the laws of the

United States of America and is duly authorized and qualified to transact any

and all business contemplated by this Agreement to be conducted by such

Custodian in any state in which a Mortgaged Property is located or is otherwise

not required under applicable law to effect such qualification and, in any

event, is in compliance with the doing business laws of any such state, to the

extent necessary to perform any of its obligations under this Agreement in

accordance with the terms thereof.

(b) Such Custodian has the full power and authority to execute,

deliver and perform, and to enter into and consummate the transactions

contemplated by this Agreement and has duly authorized by all necessary action

on the part of such Custodian the execution, delivery and performance of this

Agreement; and this Agreement, assuming the due authorization, execution and

delivery thereof by the other parties thereto, constitutes a legal, valid and

binding obligation of such Custodian, enforceable against such Custodian in

accordance with its terms, except that (i) the enforceability thereof may be

limited by bankruptcy, insolvency, moratorium, receivership and other similar

laws relating to creditors' rights generally and (ii) the remedy of specific

performance and injunctive and other forms of equitable relief may be subject to

equitable defenses and to the discretion of the court before which any

proceeding therefore may be brought.

(c) The execution and delivery of this Agreement by such Custodian,

the consummation of any other of the transactions contemplated by this

Agreement, and the fulfillment of or compliance with the terms thereof are in

the ordinary course of business of such Custodian and will not (i) result in a

material breach of any term or provision of the articles of incorporation or

by-laws of such Custodian, (ii) materially conflict with, result in a material

breach, violation or acceleration of, or result in a material default under, the

terms of any other material agreement or instrument to which such Custodian is a

party or by which it may be bound, or (iii) constitute a material violation of

any statute, order or regulation applicable to such Custodian of any court,

regulatory body, administrative agency or governmental body having jurisdiction

over such Custodian; and such Custodian is not in breach or violation of any

material indenture or other material agreement or instrument, or in violation of

any statute, order or regulation of any court, regulatory body, administrative

agency or governmental body having jurisdiction over it which breach or

violation may materially impair such Custodian's ability to perform or meet any

of its obligations under this Agreement.

(d) No litigation is pending or, to the knowledge of such Custodian,

threatened against such Custodian that would materially and adversely affect the

execution, delivery or enforceability of this Agreement or the ability of such

Custodian to perform any of its obligations under this Agreement in accordance

with the terms thereof.

(e) No consent, approval, authorization or order of any court or

governmental agency or body is required for the execution, delivery and

performance by such Custodian of, or compliance by such Custodian with, this

Agreement or the consummation of the transactions contemplated thereby, or if

any such consent, approval, authorization or order is required, such Custodian

has obtained the same.

ARTICLE III

ADMINISTRATION AND MASTER

SERVICING OF MORTGAGE LOANS

Section 3.01 Master Servicing of Mortgage Loans. For and on behalf

of the Certificateholders, the Master Servicer shall supervise, monitor and

oversee the obligation of the Servicers to service and administer their

respective Mortgage Loans in accordance with the terms of the applicable

Servicing Agreement and shall have full power and authority to do any and all

things which it may deem necessary or desirable in connection with such master

servicing and administration. With respect to WMMSC, any WMMSC Mortgage Loans

and any WMMSC Servicing Agreement, the obligations of the Master Servicer

imposed in the preceding sentence shall be limited to: (i) collecting the

monthly report provided by WMMSC under such WMMSC Servicing Agreement, (ii)

enforcing WMMSC's obligation to remit to the Trust Administrator hereunder,

(iii) receiving the annual compliance statements from WMMSC and (iv) complying

with the provisions of Section 3.02(b) hereof and such WMMSC Servicing Agreement

with respect to the termination of WMMSC. In performing its obligations

hereunder, the Master Servicer shall act in a manner consistent with this

Agreement, subject to the prior sentence, and with customary and usual standards

of practice of prudent mortgage loan master servicers. Furthermore, the Master

Servicer shall oversee and consult with each Servicer as necessary from time to

time to carry out the Master Servicer's obligations hereunder, shall receive,

review and evaluate all reports, information and other data provided to the

Master Servicer by each Servicer (provided, however, the Master Servicer shall

have no obligation to review or evaluate any reports, information and other data

provided by WMMSC with respect to any WMMSC Mortgage Loans) and shall cause each

Servicer to perform and observe the covenants, obligations and conditions to be

performed or observed by such Servicer under the applicable Servicing Agreement.

The Master Servicer shall independently and separately monitor each Servicer's

servicing activities with respect to each related Mortgage Loan, reconcile the

results of such monitoring with such information provided in the previous

sentence on a monthly basis and coordinate corrective adjustments to the

Servicers' and Master Servicer's records, and based on such reconciled and

corrected information, prepare the statements specified in Section 4.04 and any

other information and statements required hereunder; provided, however, that the

Master Servicer shall be under no obligation to perform the duties outlined in

this sentence with respect to WMMSC or any WMMSC Mortgage Loans other than

collecting the mortgage loan information provided to the Master Servicer by

WMMSC to enable the Master Servicer to prepare the statement required under

Section 4.04. Other than with respect to WMMSC and any WMMSC Mortgage Loans, the

Master Servicer shall reconcile the results of its Mortgage Loan monitoring with

the actual remittances of the Servicers to the Collection Account pursuant to

the applicable Servicing Agreements.

In accordance with the standards of the preceding paragraph and to

the extent the related Servicer does not make such advance, the Master Servicer

shall advance or cause to be advanced funds as necessary for the purpose of

effecting the payment of taxes and assessments on the Mortgaged Properties,

which advances shall be reimbursable in the first instance from related

collections from the Mortgagors pursuant to Section 3.07, and further as

provided in Section 3.08. The costs incurred by the Master Servicer, if any, in

effecting the timely payment of taxes and assessments on the Mortgaged

Properties and related insurance premiums shall not, for the purpose of

calculating monthly distributions to the Certificateholders, be added to the

Scheduled Principal Balances of the related Mortgage Loans, notwithstanding that

the terms of such Mortgage Loans so permit.

Section 3.02 Monitoring of Servicers. (a) The Master Servicer shall

be responsible for reporting to the Trustee, the Trust Administrator and the

Depositor the compliance by each Servicer with its duties under the related

Servicing Agreement. In the review of each Servicer's activities, the Master

Servicer may rely upon an officer's certificate of the Servicer with regard to

such Servicer's compliance with the terms of its Servicing Agreement. In the

event that the Master Servicer, in its judgment, determines that a Servicer

should be terminated in accordance with its Servicing Agreement, or that a

notice should be sent pursuant to such Servicing Agreement with respect to the

occurrence of an event that, unless cured, would constitute grounds for such

termination, the Master Servicer shall notify the Depositor, the Trust

Administrator and the Trustee thereof and the Master Servicer shall issue such

notice or take such other action as it deems appropriate.

(b) The Master Servicer, for the benefit of the Trustee, the Trust

Administrator and the Certificateholders, shall enforce the obligations of each

Servicer under the related Servicing Agreement, and shall, in the event that a

Servicer fails to perform its obligations in accordance with the related

Servicing Agreement, subject to the preceding paragraph, terminate the rights

and obligations of such Servicer thereunder and act as successor Servicer of the

related Mortgage Loans or cause the Trustee to enter into a new Servicing

Agreement with a successor Servicer selected by the Master Servicer; provided,

however, it is understood and acknowledged by the parties hereto that there will

be a period of transition (not to exceed 90 days) before the actual servicing

functions can be fully transferred to such successor Servicer. Such enforcement,

including, without limitation, the legal prosecution of claims, termination of

Servicing Agreements and the pursuit of other appropriate remedies, shall be in

such form and carried out to such an extent and at such time as the Master

Servicer, in its good faith business judgment, would require were it the owner

of the related Mortgage Loans. The Master Servicer shall pay the costs of such

enforcement at its own expense, provided that the Master Servicer shall not be

required to prosecute or defend any legal action except to the extent that the

Master Servicer shall have received reasonable indemnity for its costs and

expenses in pursuing such action.

(c) To the extent that the costs and expenses of the Master Servicer

related to any termination of a Servicer, appointment of a successor Servicer or

the transfer and assumption of servicing by the Master Servicer with respect to

any Servicing Agreement (including, without limitation, (i) all legal costs and

expenses and all due diligence costs and expenses associated with an evaluation

of the potential termination of the Servicer as a result of an event of default

by such Servicer and (ii) all costs and expenses associated with the complete

transfer of servicing, including all servicing files and all servicing data and

the completion, correction or manipulation of such servicing data as may be

required by the successor servicer to correct any errors or insufficiencies in

the servicing data or otherwise to enable the successor servicer to service the

Mortgage Loans in accordance with the related Servicing Agreement) are not fully

and timely reimbursed by the terminated Servicer, the Master Servicer shall be

entitled to reimbursement of such costs and expenses from the Collection

Account.

(d) The Master Servicer shall require each Servicer to comply with

the remittance requirements and other obligations set forth in the related

Servicing Agreement.

(e) If the Master Servicer acts as Servicer, it will not assume

liability for the representations and warranties of the Servicer, if any, that

it replaces.

(f) If a Servicer fails to make its required payment of Compensating

Interest on any Distribution Date, the Master Servicer will be required to make

such payment of Compensating Interest to the same extent that such Servicer was

required to make such payment of Compensating Interest.

(g) To the extent a Servicer requests the consent of the Trust or

the Master Servicer with respect to any servicing-related matter for which the

applicable Servicer is required to seek consent under the applicable Servicing

Agreement or Assignment Agreement, the Master Servicer shall promptly or within

the time frame specified in such 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.

Section 3.03 [Reserved].

Section 3.04 Rights of the Depositor and the Trustee in Respect of

the Master Servicer. The Depositor may, but is not obligated to, enforce the

obligations of the Master Servicer hereunder and may, but is not obligated to,

perform, or cause a designee to perform, any defaulted obligation of the Master

Servicer hereunder and in connection with any such defaulted obligation to

exercise the related rights of the Master Servicer hereunder; provided that the

Master Servicer shall not be relieved of any of its obligations hereunder by

virtue of such performance by the Depositor or its designee. Neither the Trustee

nor the Depositor shall have any responsibility or liability for any action or

failure to act by the Master Servicer or any Servicer nor shall the Trustee or

the Depositor be obligated to supervise the performance of the Master Servicer

hereunder or any Servicer under any Servicing Agreement or otherwise.

Section 3.05 Trustee to Act as Master Servicer. In the event that

the Master Servicer shall for any reason no longer be the Master Servicer

hereunder (including by reason of a Master Servicer Event of Termination), the

Trustee or its successor shall in accordance with Section 7.02 thereupon assume

all of the rights and obligations of the Master Servicer hereunder arising

thereafter (except that the Trustee shall not be (i) liable for losses of the

predecessor Master Servicer 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 or (v) deemed to have made any representations and warranties of the

Master Servicer pursuant to Section 2.08 hereunder). 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 each Servicer to establish and maintain a Protected

Account in accordance with the applicable Servicing Agreement, with records to

be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into

which accounts shall be deposited within 48 hours (or as of such other time

specified in the related Servicing Agreement) of receipt all collections of

principal and interest on any Mortgage Loan or amounts received with respect to

any REO Property, including Principal Prepayments, Insurance Proceeds,

Liquidation Proceeds, and advances made from the Servicer's own funds (less

servicing compensation as permitted by the applicable Servicing Agreement in the

case of any Servicer) and all other amounts to be deposited in the Protected

Account. The Master Servicer is hereby authorized to make withdrawals from and

deposits to the related Protected Account for purposes required or permitted by

this Agreement.

(b) In accordance with the terms of the applicable Servicing

Agreement, amounts on deposit in a Protected Account are required to be invested

by the applicable Servicer in Permitted Investments. The income earned from

investments made pursuant to this Section 3.06 shall be paid to the related

Servicer under the applicable Servicing Agreement, and the risk of loss of

moneys required to be distributed to the Certificateholders resulting from such

investments shall be borne by and be the risk of the related Servicer. The

related Servicer (to the extent provided in the Servicing Agreement) shall

deposit the amount of any such loss in the Protected Account within two Business

Days of receipt of notification of such loss but not later than the second

Business Day prior to the Distribution Date on which the moneys so invested are

required to be distributed to the Certificateholders.

Section 3.07 Collection of Mortgage Loan Payments; Collection

Account; Distribution Account; Group 1 Basis Risk Account. (a) The Master

Servicer shall enforce the obligation of the Servicers to collect all payments

called for under the terms and provisions of the Mortgage Loans to the extent

such procedures shall be consistent with the applicable Servicing Agreement and

the terms and provisions of any related Required Insurance Policy.

(b) The Master Servicer shall establish and maintain a Collection

Account, which may be deemed to be a sub account of the Distribution Account,

into which the Master Servicer shall deposit or cause to be deposited within two

Business Days of receipt, except as otherwise specifically provided herein, the

following payments and collections remitted by the Servicers, or received by it

in respect of Mortgage Loans subsequent to the Cut-off Date (other than in

respect of principal and interest due on the Mortgage Loans on or before the

Cut-off Date) and the following amounts required to be deposited hereunder:

(i) all payments on account of principal on the Mortgage Loans,

including Principal Prepayments;

(ii) all payments on account of interest on the Mortgage Loans, net

of the related Servicing Fee and Incremental Interest;

(iii) all Liquidation Proceeds (including Insurance Proceeds), other

than proceeds to be applied to the restoration or repair of the Mortgaged

Property or released to the Mortgagor in accordance with the applicable

Servicer's or Master Servicer's normal servicing procedures, and all

Recoveries;

(iv) any amount required to be deposited by the Master Servicer

pursuant to Section 3.07(e) in connection with any losses on Permitted

Investments;

(v) any amounts required to be deposited by the Master Servicer

pursuant to Section 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 in such Loan Group;

(xi) all proceeds of a primary mortgage guaranty insurance policy in

respect of the Mortgage Loans in such Loan Group; 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 until withdrawn in accordance with Section 3.10.

(c) [Reserved].

(d) The Trust Administrator shall establish and maintain, on behalf

of the Certificateholders, the Distribution Account. The Trust Administrator

shall, promptly upon receipt but no later than on the Distribution Account

Deposit Date, deposit in the Distribution Account and retain therein the

following:

(i) the aggregate amount remitted by the Master Servicer to the

Trust Administrator pursuant to Section 3.10(a)(ix)(A);

(ii) any amount deposited by the Master Servicer, the Trust

Administrator or WMMSC pursuant to Section 3.07(e) in connection with any

losses on Permitted Investments;

(iii) any WMMSC Monthly Remittance Amount received by the Trust

Administrator from WMMSC; and

(iv) any other amounts described hereunder which are required to be

deposited in the Distribution Account.

In the event that the Master Servicer shall remit any amount not required to be

remitted, it may at any time direct the Trust Administrator in writing to

withdraw such amount from the Distribution Account, any provision herein to the

contrary notwithstanding. Such direction may be accomplished by delivering an

Officer's Certificate to the Trust Administrator which describes the amounts

deposited in error in the Distribution Account. All funds deposited in the

Distribution Account shall be held by the Trust Administrator in trust for the

Certificateholders until disbursed in accordance with this Agreement or

withdrawn in accordance with Section 3.10(b). Funds deposited in the

Distribution Account in respect of the Class P Prepayment Charges shall not be

treated as assets of any Trust REMIC, but shall be treated as assets of a

separate sub-account of the Distribution Account which shall be an asset of the

Grantor Trust for the benefit of the Class P Certificates. In no event shall the

Trust Administrator incur liability for withdrawals from the Distribution

Account at the direction of the Master Servicer.

(e) Each institution at which the Collection Account 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). The Trust Administrator shall, with respect to funds other than

the WMMSC Monthly Remittance Amount, and with respect to the WMMSC Monthly

Remittance Amount, as directed in writing by WMMSC, either (i) hold funds on

deposit in the Distribution Account uninvested in a trust or deposit account of

the Trust Administrator with no liability for interest or other compensation

thereon, except as otherwise agreed in writing with WMMSC, or (ii) invest funds

on deposit in the Distribution Account in Permitted Investments, which Permitted

Investments shall mature not later than the Business Day next preceding the

Distribution Date (except that if such Permitted Investment is an obligation of

or is managed by the institution that maintains such fund or account, then such

Permitted Investment shall mature not later than such Distribution Date).

Permitted Investments in respect of the Collection Account or the Distribution

Account shall not be sold or disposed of prior to their maturity. All such

Permitted Investments shall be made in the name of the Trustee, for the benefit

of the Certificateholders. All income and gain net of any losses realized from

any such investment of funds on deposit in the Collection Account shall be for

the benefit of the Master Servicer as Master Servicing Compensation and shall be

remitted to it monthly as provided herein. The amount of any realized losses in

the Collection Account incurred in any such account in respect of any such

investments shall promptly be deposited by the Master Servicer (from its own

funds without any right of reimbursement) in the Collection Account or paid to

the Trustee 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 and net of any

WMMSC Investment Earnings Amount) 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 or WMMSC, as applicable, 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 (to the

extent funds in the Distribution Account are being invested at the direction of

WMMSC), and made in accordance with this Section 3.07. In the absence of written

instructions by (i) the Trust Administrator, with respect to funds other than

any WMMSC Monthly Remittance Amount, or (ii) WMMSC, with respect to any WMMSC

Monthly Remittance Amount, to invest funds held in the Distribution Account, all

funds on deposit therein shall remain uninvested. Funds in the Group 1 Basis

Risk Account shall remain uninvested.

(f) The Master Servicer shall give notice to the Trustee, the Trust

Administrator, each Rating Agency and the Depositor of any proposed change of

the location of the Collection Account prior to any change thereof. The Trust

Administrator shall give notice to the Trustee, the Master Servicer, each Rating

Agency and the Depositor of any proposed change of the location of the

Distribution Account or Group 1 Basis Risk Account prior to any change thereof.

(g) Each of the Collection Account, Distribution Account and Group 1

Basis Risk 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, Distribution Account or

Group 1 Basis Risk Account ceases to be an Eligible Account, the Master

Servicer, the Trustee or the Trust Administrator, as applicable, shall

immediately establish and maintain a new Collection Account, Distribution

Account or Group 1 Basis Risk Account, as applicable, that is an Eligible

Account, and shall immediately transfer all funds on deposit in the former

Collection Account, Distribution Account or Group 1 Basis Risk Account as

applicable, to the new Collection Account, Distribution Account or Group 1 Basis

Risk Account as applicable.

(h) The Trust Administrator shall establish and maintain, on behalf

of the Class 1-A-1 and Class 1-A-2 Certificateholders, the Group 1 Basis Risk

Account. The Trust Administrator shall, promptly upon receipt but no later than

on the Distribution Account Deposit Date, deposit in the Group 1 Basis Risk

Account and retain therein any other amounts described hereunder that are

required to be deposited in the Group 1 Basis Risk Account.

The Trust Administrator shall account for the Group 1 Basis Risk

Account as an asset of the Grantor Trust and not an asset of any Trust REMIC

created pursuant to this Agreement. The beneficial owners of the Group 1 Basis

Risk Account are the Class 1-A-X Certificateholders. For all federal tax

purposes, amounts transferred or reimbursed by a Trust REMIC to the Group 1

Basis Risk Account shall be treated as distributions by the Trust Administrator

to the Class 1-A-X Certificateholders in respect of the Upper-Tier REMIC Regular

Interest represented by the Class 1-A-X Certificates.

(i) For federal income tax purposes, the Group 1 Basis Risk Account

shall be treated as beneficially owned by the Holders of the Class 1-A-X

Certificates and such portion of the Trust Fund shall be treated as a grantor

trust under subpart E, Part I of subchapter J of the Code. The right of the

Class 1-A-1 and Class 1-A-2 Certificates to receive payments of Group 1 Basis

Risk Carry Forward Amounts from the Group 1 Basis Risk Account shall be treated

as the right to receive payments under an interest rate cap contract written by

the Class 1-A-X Certificateholders in favor of the Class 1-A-1 and Class 1-A-2

Certificates and beneficially owned by each such Class through the Grantor

Trust. Accordingly, the Class 1-A-1 and Class 1-A-2 Certificates each will be

comprised of two components - an Upper-Tier REMIC Regular Interest and an

interest in an interest rate cap contract - and the Class 1-A-X Certificates

will be comprised of two components - an Upper-Tier REMIC Regular Interest, and

ownership of the Group 1 Basis Risk Account, subject to an obligation to pay

Group 1 Basis Risk Carry Forward Amounts. The issue price for each of the Class

1-A-1 and Class 1-A-2 Certificates shall be allocated between their respective

components for purposes of determining the issue price of the related Upper-Tier

REMIC Regular Interest component based on information received from the

Depositor.

Section 3.08 Collection of Taxes, Assessments and Similar Items;

Escrow Accounts. To the extent required by the related Servicing Agreement and

by the related Mortgage Note and not violative of current law, the Master

Servicer shall require each Servicer to establish and maintain one or more

accounts (each, an "Escrow Account") and deposit and retain therein all

collections from the Mortgagors (or advances by such Servicer) for the payment

of taxes, assessments, hazard insurance premiums or comparable items for the

account of the Mortgagors. Nothing herein shall require the Master Servicer to

compel a Servicer to establish an Escrow Account in violation of applicable law.

Section 3.09 Access to Certain Documentation and Information

Regarding the Mortgage Loans. The Master Servicer and the Custodian shall afford

and the Master Servicer shall require the Servicers to afford the Depositor, the

Trustee and 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 applicable

Servicer or the Custodian to the extent set forth in the applicable Servicing

Agreement.

Upon reasonable advance notice in writing, the Master Servicer and

the Custodian will provide or the Master Servicer shall require the Servicers,

to the extent set forth in the applicable Servicing Agreement, to provide to

each Certificateholder which is a savings and loan association, bank or

insurance company certain reports and reasonable access to information and

documentation regarding the Mortgage Loans sufficient to permit such

Certificateholder to comply with applicable regulations of the OTS or other

regulatory authorities with respect to investment in the Certificates; provided,

that the Master Servicer, the applicable Servicer or the Custodian shall be

entitled to be reimbursed by each such Certificateholder for actual expenses

incurred by the Master Servicer, the applicable Servicer or the Custodian in

providing such reports and access.

Section 3.10 Permitted Withdrawals from the Collection Account and

Distribution Account and Group 1 Basis Risk Account. (a) The Master Servicer may

from time to time make withdrawals from the Collection Account for the following

purposes:

(i) to pay to the Servicers (to the extent not previously retained

by them), the servicing compensation to which they are entitled pursuant

to the applicable Servicing Agreements, 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 each of the Servicers 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 Servicers or the Master Servicer for any

Nonrecoverable Advance previously made;

(iv) to reimburse the Servicers or the Master Servicer for Insured

Expenses from the related Insurance Proceeds;

(v) to reimburse the Servicers or the Master Servicer for (a)

unreimbursed Servicing Advances, the Servicers' or the Master Servicer's

right to reimbursement pursuant to this clause (a) with respect to any

Mortgage Loan being limited to amounts received on such Mortgage Loan(s)

which represent late recoveries of the payments for which such advances

were made pursuant to Section 3.01 or Section 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) on or after the Cross-Over Date only, any

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; and

(xi) 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 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