Common use of Net WAC Rate Carryover Reserve Account Clause in Contracts

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. N.A., as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Second Lien Trust 2006-WMC11, Mortgage Pass-Through Certificates, Series 2006-WMC11—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.014.01(b). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(b)(iii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or and the Mezzanine Certificates Certificates, as applicable, in the amounts and priorities set forth in Section 4.01(a4.01(b). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE CertificatesInterest. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trust Administrator or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Certificates and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. U.S. Bank National Association as Trust AdministratorTrustee, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1First Franklin Mortgage Loan Trust, Mortgage PassLoan Asset-Through Backed Certificates, Series 20062005-WMC1FF7—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.014.01(a)(4). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4)(iv), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or and the Mezzanine Certificates Certificates, as applicable, in the amounts and priorities set forth in Section 4.01(a4.01(a)(4). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Certificates and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Wxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2007-CP1, Asset-Backed Certificates, Series 2007-CP1” All amounts deposited in the Net WAC Rate Carryover Reserve Account which shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). On or after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A and Mezzanine Certificates to zero, any amounts remaining in the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be distributed to the Class C Certificateholder or their designee. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III a partnership; provided, that the Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the Holder preparation of such filings, written notification recognizing the Class CE Interest and by REMIC IV to creation of a partnership agreement or comparable documentation evidencing the Holder of the Class CE Certificatespartnership, if any. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC 3 to the Holder of the Class C Interest and by REMIC 4 to the Holders of the Class C Certificates. Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right of the Holders of the Class A and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be de minimis.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2005-FFH3, Asset-Backed Certificates, Series 2005-FFH3.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Adjustable-Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On each Distribution Date, any amounts remaining in the intention Net WAC Rate Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Adjustable-Rate Certificates for such Distribution Date, shall be payable to the Trustee. For so long as any Adjustable-Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the parties hereto thatCap Contract, for return such amount to the counterparty thereunder. For federal and state income and state and local franchise tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Adjustable-Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.. For federal tax return and information reporting, the purchase price allocated to the Cap Contract in respect of any Net WAC Rate Carryover Amount may be obtained from the Trustee, upon receipt from the Depositor

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “"Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 20062005-WMC1HE1, Mortgage Pass-Through Certificates, Series 20062005-WMC1—Net HE1--Net WAC Rate Carryover Reserve Account.” All amounts " Amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to will include any payments received by the Holders of Trust Administrator under the Class A Certificates and/or Cap Contracts and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(5)(iv), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III II to the Holder Holders of the Class CE Interest and by REMIC IV III to the Holder Holders of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Seller Class CE Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trust Administrator shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trust Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trust Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trust Administrator, the Trust Administrator shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trust Administrator or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. For federal tax return and information reporting, the value of the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount is $78,000 and $147,000, respectively.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. N.A., as Trust Administrator, in trust for the registered holders Holders of MASTR Asset Backed Securities Trust 2006-WMC1AB1, Mortgage Pass-Through Certificates, Series 2006-WMC1AB1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Senior Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.014.02(c). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Senior Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account (i) the amounts described in Section 4.01(e)(v4.02(b)(iii), rather than distributing such amounts to the Class CE CertificateholdersCertificateholders and (ii) any amounts received under the Cap Contracts. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Senior Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Senior Certificates and/or and the Mezzanine Certificates Certificates, as applicable, in the amounts and priorities set forth in Section 4.01(a4.02(c). It is ; provided, however, that any amounts received under the intention Cap Contracts in excess of the parties hereto that, for amount required to pay Net WAC Rate Carryover Amounts to the Class A-1 and Class A-2 Certificates pursuant to Section 4.02(c) shall be distributed to the Class CE Certificateholders. For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE CertificatesInterest. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Senior and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trust Administrator or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Senior Certificates and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1). For federal income tax purposes, the Trust Administrator shall treat the Holders of Certificates (other than the Class P, Class CE and Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a regular interest in a REMIC within the meaning of Code Section 860G(a)(1). Thus, each Certificate (other than the Class P and Residual Certificates) shall be treated as representing not only ownership of regular interests in the Master REMIC, but also ownership of an interest in, and obligations with respect to, a notional principal contract. For federal income tax purposes, the Trust Administrator shall treat such notional principal contract as having a value of $10,000 as of the Closing Date. By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2007-1, Asset-Backed Certificates, Series 2007-1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Floating Rate Certificates and/or (after taking into account the Mezzanine Certificatesremaining Initial Net WAC Rate Carryover Reserve Account Deposit), the Trust Administrator has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(v), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC III 4 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1FRE2, Mortgage Pass-Through Certificates, Series 2006-WMC1FRE2—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Wells Fargo Bank Minnesoxx, Xational Association, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2003-FFC, Asset-Backed Certificates, Series 2003-FFC.” " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition the amount deposited in the Net WAC Rate Carryover Reserve Account will be increased by any payments received by the Trustee under the Cap Contract and deposited into the Net WAC Rate Carryover Reserve Account. All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xi), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account (other than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine 106 Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Holders of the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1AM3, Mortgage Pass-Through Certificates, Series 2006-WMC1AM3—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No later than (a) On or before the Closing Date, the Trust Securities Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account.” All amounts Account on behalf of the Holders of the Notes. On the Closing Date, the Depositor shall cause an amount equal to the Net WAC Rate Carryover Reserve Account Deposit to be deposited in the Net WAC Rate Carryover Reserve Account. The Net WAC Rate Carryover Reserve Account shall be distributed to an Eligible Account. The Net WAC Rate Carryover Reserve Account shall be entitled “Net WAC Rate Carryover Reserve Account, LaSalle Bank National Association, as Securities Administrator, on behalf of Deutsche Bank National Trust Company, as Indenture Trustee, for the Holders benefit of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01Securityholders”. On each Distribution Payment Date as to which there is a Net WAC Rate Carryover Amount payable to the any Class A Certificates and/or the Mezzanine Certificatesof Notes, the Trust Securities Administrator shall deposit the amounts payable pursuant to Section 6.01(a)(v)(5) this Agreement into the Net WAC Rate Carryover Reserve Account and the Securities Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the Certificateholder to distribute amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Notes. Any amount paid to the Mezzanine Certificates Class A Notes pursuant to the preceding sentence in respect of Net WAC Rate Carryover Amounts will shall be treated as distributed to the Class CE Certificateholder in respect of the Class CE Certificates and paid by the Class CE Certificateholder to the applicable Holders of Notes. Any payments to the Holders of Notes in respect of Net WAC Rate Carryover Amounts pursuant to the second preceding sentence shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct ) of the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvestedCode.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1WMC3, Mortgage Pass-Through Certificates, Series 2006-WMC1WMC3—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. For federal income tax purposes, the Depositor shall provide the Trust Administrator the value of the right of the Class A and Mezzanine Certificates to receive Net WAC Rate Carryover Amounts on deposit in from the Net WAC Rate Carryover Reserve Account shall remain uninvestedand the Swap Account.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Wxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2006-1, Asset-Backed Certificates, Series 2006-1” All amounts deposited in the Net WAC Rate Carryover Reserve Account which shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On or after any Distribution Date following the intention reduction of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder aggregate Certificate Principal Balance of the Class CE A and Mezzanine Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) to zero, any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts remaining in the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Trustee. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the value of the right of the Holders of the Class A and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be de minimis.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed Certificates, Series 2002-FF4.” " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition the amount deposited in the Net WAC Rate Carryover Reserve Account will be increased by any payments received by the Trustee under the Cap Contracts and deposited into the Net WAC Rate Carryover Reserve Account. All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(viii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account (other than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 3 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Holders of the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank"Net WAC Rate Carryover Reserve Account, N.A. U.S. Bank National Association, as Trust AdministratorTrustee, in trust for the registered holders of MASTR Asset Backed Securities Trust 20062003-WMC1WMC2, Mortgage Pass-Through Certificates." On the Closing Date, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01$1,000. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4)(xv), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account for Account, the aggregate amount on deposit therein is equal to $1,000. For federal and state income tax purposes, in which case it is the intention Class CE Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III II to the Holder Holders of the Class CE Interest and by REMIC IV III to the Holder Holders of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Seller Class CE Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1HE3, Mortgage Pass-Through Certificates, Series 2006-WMC1HE3—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Fremont Home Loan Trust 2003-3, Asset-Backed Certificates, Series 0000-0.” All amounts deposited in " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01$1,000. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine CertificatesDate, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the sum of (A) the excess, if any, of $1,000 over the amount on deposit therein (exclusive of any amounts described in Section 4.01(e)(v)therein representing any investment income on such reserve account) and (B) the aggregate of any Net WAC Rate Carryover Amounts for the Class A Certificates and Mezzanine Certificates, rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will shall distribute the aggregate Net WAC Rate Carryover Amount, if any, for such amounts Distribution Date from the Net WAC Rate Carryover Reserve Account to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). It is On each Distribution Date, any amounts remaining in the intention Net WAC Rate Reserve Account (other than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the parties hereto thatClass A Certificates and the Mezzanine Certificates for such Distribution Date, for federal and state income and state and local franchise tax purposes, shall be retained in the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from Account. On the Holder Distribution Date on which the Certificate Principal Balances of the Class CE A Certificates unless and until Mezzanine Certificates have been reduced to zero, after the date when either (a) there is more than one Class CE Certificateholder or (b) payment of any Class of Certificates in addition to Net WAC Rate Carryover Amounts on the Class CE A Certificates is recharacterized as an equity interest and Mezzanine Certificates for such Distribution Date, and on each Distribution Date thereafter, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account for and shall distribute such amount to the Holders of the Class C Certificates. In addition, upon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account and shall distribute such amount to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and A-1 Certificates, the Class A-2 Certificates, the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.Net

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Wxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2004-3, Asset-Backed Certificates, Series 2004-3.” All amounts " The amount deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to will include any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contracts and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xix), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the value of the right of the Holders of the Class A Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount may be obtained by any Certificateholder or Certificate Owner from the Trustee upon request. Such information will be provided to the Trustee by an Underwriter, on behalf of the Depositor, on or prior to the Closing Date.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2002-5, Asset-Backed Certificates, Series 0000-0.” All amounts deposited in " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01$1,000. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates, the Mezzanine Certificates and/or the Mezzanine Class S Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, 117 the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class S Certificates, and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and/or the Mezzanine Class S Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account for Account, the aggregate amount on deposit therein is equal to $1,000. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 3 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h)C Interest. Upon the termination of the Trust, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class S Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any Trust REMIC and any payments to the Holders of the Class A and Certificates, the Mezzanine Certificates or the Class S Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Class S Certificateholders to receive 118 payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of EquiFirst Mortgage Loan Trust 2005-1, Asset-Backed Certificates, Series 2005-1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iii), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contracts on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On each Distribution Date, after the intention payment of the parties hereto that, for federal and state income and state and local franchise tax purposes, the any Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of Amounts on the Class CE A Certificates, the Mezzanine Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest B Certificates, any amounts remaining in the Net WAC Rate Carryover Reserve Account for (representing payments received by the Trustee under the Cap Contracts), shall be payable to the Trustee. For federal and state income tax purposes, in which case it is the intention Class C Certifcateholders will be deemed to be the owner of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustNet WAC Rate Carryover Reserve Account. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contracts) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE C Interest and by REMIC IV 3 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates, the Mezzanine Certificates or the Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right of the Holders of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of $175,000.00. .

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Wxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2007-OPT3 Asset-Backed Certificates, Series 2007-OPT3” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(iii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership; provided, that the Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Welxx Xxrgo Bank, N.A., as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(iii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership; provided, that the Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 5 to the Holder of the Class CE C Interest and by REMIC IV 6 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Wells Fargo Bank Minnesota, Nationax Xxxociation, as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2003-6, Asset-Backed Certificates, Series 2003-6.” All amounts " On the Closing Date, the Dxxxxxxxx xxll deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contracts and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account for Account, the aggregate amount on deposit therein is equal to $1,000. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2005-FFH4, Asset-Backed Certificates, Series 2005-FFH4.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Adjustable-Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Adjustable-Rate Certificates for such Distribution Date, shall be payable to the Trustee. For so long as any Adjustable-Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the Cap Contract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC III 4 to the Holder of the Class CE C Interest and by REMIC IV 5 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Adjustable-Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holder of the Class C Certificates or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Adjustable-Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Equifirst Mortgage Loan Trust 2003-1, Asset-Backed Certificates, Series 0000-0.” All amounts deposited in " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01$1,000. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Senior Certificates and/or or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(viii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Senior Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Senior Certificates and/or and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account (other than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Senior Certificates is recharacterized as an equity interest and the Mezzanine Certificates for such Distribution Date, shall be retained in the Net WAC Rate Carryover Reserve Account. On the Distribution Date on which the Certificate Principal Balances of the Senior Certificates and the Mezzanine Certificates have been reduced to zero, after the payment of any Net WAC Rate Carryover Amounts on the Senior Certificates and the Mezzanine Certificates for such Distribution Date, and on each Distribution Date thereafter, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account for and shall distribute such amount to the Holders of the Class C Certificates. In addition, upon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Senior Certificates and the Mezzanine Certificates, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account and shall distribute such amount to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Senior Certificates and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(viii) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in the following Permitted Investment for so long as such Permitted Investment is managed by the Trustee or an Affiliate of the Trustee and is of the kind described in clause (vi) of the definition of Permitted Investments: Deutsche Bank Treasury Money Fund No. 835. For federal tax return and information reporting, the right of the Holders of the Senior Certificates and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2007-NS1, Asset-Backed Certificates, Series 2007-NS1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Floating Rate Certificates and/or (after taking into account the Mezzanine Certificatesremaining Initial Net WAC Rate Carryover Reserve Account Deposit), the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(v), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership; provided, that the Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC III 4 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of EquiFirst Mortgage Loan Trust 2004-3, Asset-Backed Certificates, Series 2004-3.” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the manner set forth in Section 4.014.01(d). 105 On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xxvi), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contracts on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On each Distribution Date, after the intention payment of any Net WAC Rate Carryover Amounts on the parties hereto thatClass A Certificates, for the Mezzanine Certificates and the Class B Certificates, any amounts remaining in the Net WAC Rate Reserve Account (representing payments received by the Trustee under the Cap Contracts), shall be payable to the Trustee. For federal and state income and state and local franchise tax purposes, the Class C Certifcateholders will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contracts) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE C Interest and by REMIC IV 3 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates, the Mezzanine Certificates or the Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.. For federal tax return and information reporting, the purchase price allocated to the Cap Contracts in respect of any Net WAC Rate Carryover Amount may be obtained from the Trustee, upon its receipt from the Depositor. 106

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Wxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1NC3, Mortgage Pass-Through Certificates, Series 2006-WMC1NC3—Net WAC Rate Carryover Reserve Account.” Such account shall be an Eligible Account and amounts therein shall be held uninvested. All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trust; provided, that the Trust Administrator shall not be required to prepare and file grantor trust tax returns in respect of such grantor trust unless it receives additional reasonable compensation (not to exceed $10,000 per year) from the Holders of the Class CE Certificates for the preparation of such filings, written notification recognizing the creation of a grantor trust and comparable documentation evidencing the grantor trust, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. For federal income tax purposes, the Depositor shall provide the Trust Administrator the value of the right of the Class A and Mezzanine Certificates to receive Net WAC Rate Carryover Amounts on deposit in from the Net WAC Rate Carryover Reserve Account shall remain uninvestedand the Swap Account.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1WMC2, Mortgage Pass-Through Certificates, Series 2006-WMC1WMC2—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. For federal income tax purposes, the Depositor shall provide the Trust Administrator, no later than September 1, 2006, the value of the right of the Class A and Mezzanine Certificates to receive Net WAC Rate Carryover Amounts on deposit in from the Net WAC Rate Carryover Reserve Account shall remain uninvestedand the Swap Account.

Net WAC Rate Carryover Reserve Account. No With respect to the Class A Certificates, the Mezzanine Certificates and the Class S Certificates and no later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank"Net WAC Rate Carryover Reserve Account, N.A. Deutsche Bank National Trust Company, as Trust AdministratorTrustee, in trust for the registered holders Certificateholders of MASTR Asset Backed Ameriquest Mortgage Securities Trust 2006-WMC1, Mortgage Pass-Through CertificatesInc., Series 20062002-WMC1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in C, Class A, Class M-1, Class M-2 and Class S." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01$1,000. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates, the Mezzanine Certificates and/or the Mezzanine Class S Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(vi), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by or deposited therein pursuant to Section 4.01(d)(vi) for the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders benefit of the Class A Certificateholders, the Mezzanine Certificateholders and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorS Certificateholders, and will distribute such amounts to the Trust Administrator hereby is directedClass A Certificateholders, the Mezzanine Certificateholders and/or the Class S Certificateholders, as applicable, pursuant to deposit into Section 4.01(d) to the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is extent of any Net WAC Rate Carryover Amount rather than distributing for such amounts to the Class CE Certificateholdersfor such Distribution Date. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.If no

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Fremont Home Loan Trust 2003-2, Asset-Backed Certificates, Series 0000-0.” All amounts deposited in " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01$1,000. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine CertificatesDate, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the sum of (A) the excess, if any, of $1,000 over the amount on deposit therein (exclusive of any amounts described in Section 4.01(e)(v)therein representing any investment income on such reserve account) and (B) the aggregate of any Net WAC Rate Carryover Amounts for the Class A Certificates and Mezzanine Certificates, rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will shall distribute the aggregate Net WAC Rate Carryover Amount, if any, for such amounts Distribution Date from the Net WAC Rate Carryover Reserve Account to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). It is On each Distribution Date, any amounts remaining in the intention Net WAC Rate Reserve Account (other than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the parties hereto thatClass A Certificates and the Mezzanine Certificates for such Distribution Date, for federal and state income and state and local franchise tax purposes, shall be retained in the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from Account. On the Holder Distribution Date on which the Certificate Principal Balances of the Class CE A Certificates unless and until Mezzanine Certificates have been reduced to zero, after the date when either (a) there is more than one Class CE Certificateholder or (b) payment of any Class of Certificates in addition to Net WAC Rate Carryover Amounts on the Class CE A Certificates is recharacterized as an equity interest and Mezzanine Certificates for such Distribution Date, and on each Distribution Date thereafter, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account for and shall distribute such amount to the Holders of the Class C Certificates. In addition, upon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account and shall distribute such amount to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A A-1 Certificates, the Class A-2 Certificates, the Class M-1H Certificates, the Class M-1A Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4A 92 Certificates, the Class M-4F Certificates, the Class M-5A Certificates and the Mezzanine Class M-5F Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(xii) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in the following Permitted Investment for so long as such Permitted Investment is managed by the Trustee or an Affiliate of the Trustee and is of the kind described in clause (vi) of the definition of Permitted Investments: Deutsche Bank Treasury Money Fund No. 835. For federal tax return and information reporting, the right of the Holders of the Class A Certificates and Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2003-FFH1, Asset-Backed Certificates, Series 0000-XXX0.” " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition the amount deposited in the Net WAC Rate Carryover Reserve Account will be increased by any payments received by the Trustee under the Cap Contract and deposited into the Net WAC Rate Carryover Reserve Account. All amounts deposited in the Net WAC Rate 104 Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B-1 Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Mezzanine Certificates or the Class B-1 Certificates, the Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xiv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B-1 Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B-1 Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account (other than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates for such Distribution Date, shall be payable to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE C Interest and by REMIC IV 3 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B-1 Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates, the Mezzanine Certificates or the Class B-1 Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit 105 At the direction of the Holders of a majority in Percentage Interest of the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest of the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Holders of the Class A Certificates, the Holders of the Mezzanine Certificates and the Holders of the Class B-1 Certificates to receive payments from the Net WAC Rate Carryover Reserve Account (including payments made pursuant to the Cap Contract) in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Fremont Home Loan Trust 2005-2, Asset-Backed Certificates, Series 2005-2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine CertificatesDate, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will shall distribute such amounts from the Net WAC Rate Carryover Reserve Account to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). It is On each Distribution Date, any amounts remaining in the intention Net WAC Rate Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the parties hereto thatFloating Rate Certificates for such Distribution Date, for shall be payable to the Trustee. For federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than any amounts deposited pursuant to the Cap Contract) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE C Interest and by REMIC IV the Class C Interest to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(xxiv) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount (in excess of the amount received under the Cap Contract) rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of $69,000.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account.” All amounts deposited , Deutsche Bank National Trust Company, as Trustee, in the Net WAC Rate Carryover Reserve Account shall be distributed to the trust for registered Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. Fremont Home Loan Trust 2005-1, Asset-Backed Certificates, Series 2005-1." On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine CertificatesDate, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will shall distribute such amounts from the Net WAC Rate Carryover Reserve Account to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). It is On each Distribution Date, any amounts remaining in the intention Net WAC Rate Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the parties hereto thatFloating Rate Certificates for such Distribution Date, for shall be payable to the Trustee. For federal and state income and state and local franchise tax purposes, the Class C Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than any amounts deposited pursuant to the Cap Contract) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE C Interest and by REMIC IV the Class C Interest to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(xxiv) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount (in excess of the amount received under the Cap Contract) rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. "U.S. Bank National Association as Trust AdministratorTrustee, in trust for the registered holders of MASTR Asset Backed Securities Trust 20062004-WMC1FRE1, Mortgage Pass-Through Certificates, Series 20062004-WMC1—Net FRE1--Net WAC Rate Carryover Reserve Account.” All amounts " Amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to will consist of any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contracts and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4)(xvii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.Class

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo BankNet WAC Rate Carryover Reserve Account, N.A. U.S. Bank National Association, as Trust AdministratorTrustee, in trust for the registered holders Holders of MASTR Asset 2007-CB3 Trust, C-BASS Mortgage Loan Asset-Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 20062000-WMC1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01XX0. On Xx each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Class CE CE-1 Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.02(B)(vi), rather than distributing such amounts to the Class CE CE-1 Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, and will shall distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and/or the Mezzanine Class B Certificates in the amounts and priorities set forth in Section 4.01(a)4.02. It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE-1 Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 8 to the Holder Holders of the Class CE Interest and by REMIC IV to CE-1 Certificates. Upon the Holder termination of the Trust, or the payment in full of the Class CE A Certificates, the Mezzanine Certificates and the Class B Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account shall be released by the Trust and distributed to the Class CE-1 Certificateholders or their designees. The Net WAC Rate Carryover Reserve Account shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates or the Class B Certificates of Net WAC Rate Carryover Amounts shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE CE-1 Certificateholders. By accepting a Class CE CE-1 Certificate, each Class CE CE-1 Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right of Class A Certificates, the Mezzanine Certificates and the Class B Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2005-2, Asset-Backed Certificates, Series 2005-2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto thatOn each Distribution Date, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the Cap Contract, return such amount to the counterparty thereunder. For federal and state income tax purposes, in which case it is the intention Trustee will be deemed to be the owner of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustNet WAC Rate Carryover Reserve Account. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right to receive payments from the Net WAC Rate Carryover Account is $26,000.00.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Meritage Mortgage Loan Trust 2005-2, Asset-Backed Certificates, Series 2005-2.” All amounts " Amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to will consist of any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contract and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On each Distribution Date, any amounts remaining in the intention Net WAC Rate Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and Class M Certificates for such Distribution Date, shall be payable to the Trustee. For so long as any Class A Certificates or Class M Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the parties hereto thatCap Contract, for return such amount to the counterparty thereunder. For federal and state income and state and local franchise tax purposes, the Class C Certifcateholders will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contracts) shall be treated as amounts distributed by REMIC III 3 to the Holder Holders of the Class CE C Interest and by REMIC IV 4 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates, the Mezzanine Certificates or the Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(iii) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right of the Holders of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be available from the Trustee (to the extent such information is made available to the Trustee by the Depositor or the Underwriter) upon request.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2005-OPT4 Asset-Backed Certificates, Series 2005-OPT4” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Class M Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1HE5, Mortgage Pass-Through Certificates, Series 2006-WMC1HE5—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trust; provided, that the Trust Administrator shall not be required to prepare and file grantor trust tax returns in respect of such grantor trust unless it receives additional reasonable compensation (not to exceed $10,000 per year) from the Holders of the Class CE Certificates for the preparation of such filings, written notification recognizing the creation of a grantor trust and comparable documentation evidencing the grantor trust, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No With respect to the Class A Certificates and no later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx "Net WAC Rate Carryover Reserve Account, Wells Fargo BankBank Minnesota, N.A. N.A., as Trust AdministratorXxxxtee, in trust for the registered holders Certificateholders of MASTR Asset Option One Mortgage Loan Trust 2000-5, Asset-Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 20062000-WMC1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in 5, Class A." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01$500. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE B-IO Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a), rather than distributing such amounts to the Class CE B-IO Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts on deposit in the Net WAC Rate Carryover Reserve Account or deposited therein pursuant to Section 4.01(a) for the benefit of the Holders of the Class A Certificates and the Mezzanine CertificatesCertificateholders, and will distribute such amounts to the Class A Certificateholders pursuant to Section 4.01(a) to the extent of any Net WAC Rate Carryover Amount for such Class for such Distribution Date. If no Net WAC Rate Carryover Amount is payable to the Holders of the Class A Certificates and/or on a Distribution Date, the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition B-IO Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as B-IO Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account for Account, the aggregate amount on deposit therein is equal to $500. For federal and state income tax purposes, in which case it is the intention Class B-IO Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $500) shall be treated as amounts distributed by REMIC III 3 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE B-IO Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine CertificatesTrust Fund, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Trustee and distributed to the Seller Class B-IO Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1860G(a)(1). By accepting a Class CE B-IO Certificate, each Class CE B-IO Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE B-IO Certificateholders. By accepting a Class CE B-IO Certificate, each Class CE B-IO Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts At the direction of the Holders of a majority in Percentage Interest in the Class B-IO Certificates, the Trustee shall direct any depository institution maintaining the New WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on deposit demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class B-IO Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an affiliate of the kind described in clause (vi) of Permitted Investments.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2003-2, Asset-Backed Certificates, Series 0000-0.” All amounts " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contract and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xiii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account for Account, the aggregate amount on deposit therein is equal to $1,000. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank"Net WAC Rate Carryover Reserve Account, N.A. U.S. Bank National Association, as Trust AdministratorTrustee, in trust for the registered holders Holders of MASTR Asset 2004-CB7 Trust, C-BASS Mortgage Loan Asset-Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 20062000-WMC1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01XX0. On Xx each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Offered Certificates and/or the Mezzanine Class B-4 Certificates, the Trust Administrator Trustee has been directed by the Class CE X/N Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.02(B)(v) and (vi), rather than distributing such amounts to the Class CE X/N Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will shall distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.02(B). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class X/N Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts paid to the Net WAC Rate Carryover Reserve Amount by the Cap Contracts) shall be treated as amounts distributed by REMIC III 6 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE X/N Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Offered Certificates and the Mezzanine Class B-2, Class B-3 and Class B-4 Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will shall be released by the Trust and distributed to the Seller Class X/N Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will shall be part of the Trust but not part of any REMIC and any payments to the Holders of the Offered Certificates or the Class A and the Mezzanine B-4 Certificates of Net WAC Rate Carryover Amounts will shall not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE X/N Certificate, each Class CE X/N Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE X/N Certificateholders. By accepting a Class CE X/N Certificate, each Class CE X/N Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right of the (i) Group I Certificates, (ii) Group II Certificates, (iii) Mezzanine Certificates (other than the Class B-2, Class B-3 and Class B-4 Certificates) and (iv) the Class B-2, Class B-3 and Class B-4 Certificates Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be (i) $60,000.00, (ii) $0.00, (iii) $70,000 and (iv) $0.00, respectively.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Wxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1HE1, Mortgage Pass-Through Certificates, Series 2006-WMC1HE1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Xxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2007-OPT1 Asset-Backed Certificates, Series 2007-OPT1” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(iii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Cap Trustee under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership; provided, that the Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 4 to the Holder of the Class CE C Interest and by REMIC IV 5 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(v), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 15 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx "Net WAC Rate Carryover Reserve Account, Wells Fargo Bank, N.A. N.A., as Trust AdministratorTrustee, in trust for the registered holders of MASTR Asset Backed Securities Trust 20062004-WMC1OPT1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account.” All " The amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to consist of any payments received by the Holders Trustee under the Cap Contracts and deposited into the Net WAC Carryover Reserve Account for the benefit of the Class A Certificates and/or and the Mezzanine Certificates in the manner set forth in Section 4.01Certificates. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4)(xv), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III II to the Holder of the Class CE Interest and by REMIC IV to the Holder Holders of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Seller Class CE Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. For federal tax return and information reporting, the value of the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount may be obtained from the Trustee upon request, provided that the Trustee has received such value from the Depositor.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank, N.A. N.A., as Trust AdministratorTrustee, in trust for the registered holders of MASTR Citigroup Mortgage Loan Trust, Series 2005-OPT4, Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account.” All The amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to consist of any payments received by the Holders Trustee under the Cap Contracts and deposited into the Net WAC Carryover Reserve Account for the benefit of the Class A Certificates and/or and the Mezzanine Certificates in the manner set forth in Section 4.01Certificates. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(a)(4). It is On each Distribution Date, after the intention payment of the parties hereto that, for federal and state income and state and local franchise tax purposes, the any Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of Amounts on the Class CE A Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) Mezzanine Certificates, any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts remaining in the Net WAC Rate Carryover Reserve Account for (representing payments received by the Trustee under the Cap Contracts), shall be payable to the Trustee, subject to the immediately following paragraph. For so long as any Class A Certificate or Mezzanine Certificate is beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contracts to the Trustee who shall, pursuant to the terms of the related Cap Contract, return such amount to the counterparty thereunder. For federal and state income tax purposes, in which case it is the intention Class CE Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts payable from the Cap Contracts) shall be treated as amounts distributed by REMIC III to the Holder Holders of the Class CE Interest and by REMIC IV III to the Holder Holders of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Seller Class CE Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right to receive payments from the Net WAC Rate Carryover Reserve Account shall be $29,000.00, $31,000.00 and $99,000.00, with respect to the Group I Certificates, Group II Certificates and the Mezzanine Certificates, respectively.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1NC1, Mortgage Pass-Through Certificates, Series 2006-WMC1NC1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank, National Association, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2004-FF2, Asset-Backed Certificates, Series 2004-FF2.” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xxiii), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contracts on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On each Distribution Date, after the intention payment of any Net WAC Rate Carryover Amounts on the parties hereto thatClass A Certificates, for the Mezzanine Certificates and the Class B Certificates, any amounts remaining in the Net WAC Rate Reserve Account (representing payments received by the Trustee under the Cap Contracts), shall be payable to the Trustee. For federal and state income and state and local franchise tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contracts) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates, the Mezzanine Certificates or the Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees 108 that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the purchase price allocated to the Cap Contracts in respect of any Net WAC Rate Carryover Amount may be obtained from the Trustee, upon receipt from the Depositor.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank"Net WAC Rate Carryover Reserve Account, N.A. Deutsche Bank National Trust Company, as Trust AdministratorTrustee, in trust for the registered holders of MASTR Xxxxxxxxxx Mortgage Loan Trust, Series 2005-OPT2, Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account.” All " The amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed consist of (i) any amounts deposited therein pursuant to Section 4.01(a)(4) and (ii) any amounts received by the Holders of Trustee under the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01Cap Contracts. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(a)(4). It is On each Distribution Date, after the intention payment of the parties hereto that, for federal and state income and state and local franchise tax purposes, the any Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of Amounts on the Class CE A Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) Mezzanine Certificates, any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts remaining in the Net WAC Rate Carryover Reserve Account for (representing payments received by the Trustee under the Cap Contracts), shall be payable to the Trustee, subject to the immediately following paragraph. For federal and state income tax purposes, in which case it is the intention Class CE Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts payable from the Cap Contracts) shall be treated as amounts distributed by REMIC III II to the Holder of the Class CE Interest and by REMIC IV to the Holder Holders of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Seller Class CE Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right to receive payments from the Net WAC Rate Carryover Reserve Account shall be $177,313 and $172,113, with respect to the Class A Certificates and the Mezzanine Certificates, respectively.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-WF1, Asset-Backed Certificates, Series 2006-WF1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Floating Rate Certificates and/or and the Mezzanine Fixed Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Floating Rate Certificates and/or or the Mezzanine Fixed Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(v), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Basis Risk Cap Agreements on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Floating Rate Certificates and the Mezzanine Fixed Rate Certificates, and will distribute such amounts to the Holders of the Class A Floating Rate Certificates and/or and the Mezzanine Fixed Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Basis Risk Cap Agreements) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates and Fixed Rate Certificates for such Distribution Date, shall be payable to the Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreements to the Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreements, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreements) shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value. The value of such amount, if any, may be obtained from the Trustee upon request, provided that the Trustee has received such information from the Underwriters.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-EQ2, Asset-Backed Certificates, Series 2006-EQ2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Floating Rate Certificates and/or (after taking into account the Mezzanine Certificatesremaining Initial Net WAC Rate Carryover Reserve Account Deposit), the Trust Administrator has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(v), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trust Administrator under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trust Administrator under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust Administrator as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership provided, that the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC III 4 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Wxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2003-1, Asset-Backed Certificates, Series 2000-0.” All amounts " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contracts and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(viii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account for Account, the aggregate amount on deposit therein is equal to $1,000. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 3 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Wxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2” All amounts deposited in the Net WAC Rate Carryover Reserve Account which shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On or after any Distribution Date following the intention reduction of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder aggregate Certificate Principal Balance of the Class CE A and Mezzanine Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) to zero, any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts remaining in the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Trustee. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the value of the right of the Holders of the Class A and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be de minimis.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2006-OPT2 Asset-Backed Certificates, Series 2006-OPT2” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the and Mezzanine Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the or Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the and Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Class M Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2002-2, Asset-Backed Certificates, Series 0000-0.” All amounts deposited in " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01$1,000. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates, the Mezzanine Certificates and/or the Mezzanine Class S Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(viii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class S Certificates, and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and/or the Mezzanine Class S Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account for Account, the aggregate amount on deposit therein is equal to $1,000. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 3 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates, the Mezzanine Certificates or the Class S Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Class A Certificateholders, the Mezzanine Certificateholders and the Class S Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2005-DO1, Asset-Backed Certificates, Series 2005-DO1.” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto thatOn each Distribution Date, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee. For federal and state income tax purposes, in which case it is the intention Trustee will be deemed to be the owner of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustNet WAC Rate Carryover Reserve Account. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC III 2 to the Holder of the Class CE C Interest and by REMIC IV 3 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right to receive payments from the Net WAC Rate Carryover Account is $90,000.00.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Fremont Home Loan Trust 2005-3, Asset-Backed Certificates, Series 2005-3.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine CertificatesDate, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will shall distribute such amounts from the Net WAC Rate Carryover Reserve Account to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). It is the intention of the parties hereto thatOn each Distribution Date, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the Cap Contract, return such amount to the counterparty thereunder. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than any amounts deposited pursuant to the Cap Contract) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE C Interest and by REMIC IV the Class C Interest to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(iv) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount (in excess of the amount received under the Cap Contract) rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts All amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right to receive payments from the Net WAC Rate Carryover Account is $ 157,000.00.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2004-FFH4, Asset-Backed Certificates, Series 2004-FFH4.” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates in the manner set forth in Section 4.014.01(d). 119 On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Adjustable-Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On each Distribution Date, any amounts remaining in the intention Net WAC Rate Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the parties hereto thatAdjustable-Rate Certificates for such Distribution Date, for shall be payable to the Trustee. For federal and state income and state and local franchise tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Adjustable-Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.. For federal tax return and information reporting, the purchase price allocated to the Cap Contract in respect of any Net WAC Rate Carryover Amount may be obtained from the Trustee, upon receipt from the Depositor 120

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account.” All amounts deposited , [____________________], as Trustee, in the Net WAC Rate Carryover Reserve Account trust for registered Holders of [________________ _________________________]" which shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On or after any Distribution Date following the intention reduction of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder aggregate Certificate Principal Balance of the Class CE A and Mezzanine Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) to zero, any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts remaining in the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Trustee. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the value of the right of the Holders of the Class A and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be DE MINIMIS.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Wxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2007-2, Asset-Backed Certificates, Series 2007-2” All amounts deposited in the Net WAC Rate Carryover Reserve Account which shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). On or after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A and Mezzanine Certificates to zero, any amounts remaining in the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be distributed to the Class C Certificateholder or their designee. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III a partnership; provided, that the Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the Holder preparation of such filings, written notification recognizing the Class CE Interest and by REMIC IV to creation of a partnership agreement or comparable documentation evidencing the Holder of the Class CE Certificatespartnership, if any. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC 3 to the Holder of the Class C Interest and by REMIC 4 to the Holders of the Class C Certificates. Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right of the Holders of the Class A and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be de minimis.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Wxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1WMC4, Mortgage Pass-Through Certificates, Series 2006-WMC1WMC4—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trust; provided, that the Trust Administrator shall not be required to prepare and file grantor trust tax returns in respect of such grantor trust unless it receives additional reasonable compensation (not to exceed $10,000 per year) from the Holders of the Class CE Certificates for the preparation of such filings, written notification recognizing the creation of a grantor trust and comparable documentation evidencing the grantor trust, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. For federal income tax purposes, the Depositor shall provide the Trust Administrator the value of the right of the Class A and Mezzanine Certificates to receive Net WAC Rate Carryover Amounts on deposit in from the Net WAC Rate Carryover Reserve Account shall remain uninvestedand the Swap Account.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Wxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2005-4, Asset-Backed Certificates, Series 2005-4” All amounts deposited in the Net WAC Rate Carryover Reserve Account which shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On the intention of the parties hereto thatfirst Distribution Date, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts in the Net WAC Rate Carryover Reserve Account will include any amounts withdrawn from the Interest Coverage Account. On or after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A and Mezzanine Certificates to zero, any amounts remaining in the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Trustee. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the value of the right of the Holders of the Class A and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be de minimis.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1AM1, Mortgage Pass-Through Certificates, Series 2006-WMC1AM1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(e)(5), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2006-FF16 Asset-Backed Certificates, Series 2006-FF16” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall (other than amounts received under the Basis Risk Cap Agreement) be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Class M Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Equifirst Mortgage Loan Trust 2003-2, Asset-Backed Certificates, Series 0000-0.” All amounts " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contract and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Mezzanine Certificates or the Class B-1 Certificates, the Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xvii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B-1 Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B-1 Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account (other than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates, the Mezzanine Certificates is recharacterized as an equity interest and the Class B-1 Certificates for such Distribution Date, shall be retained in the Net WAC Rate Carryover Reserve Account. On the Distribution Date on which the Certificate Principal Balances of the Class A Certificates, the Mezzanine Certificates and Class B-1 Certificates have been reduced to zero, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates for such Distribution Date, and on each Distribution Date thereafter, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account for and shall distribute such amount to the Holders of the Class C Certificates. In addition, upon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account and shall distribute such amount to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B-1 Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). 91 By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(viii) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in the following Permitted Investment for so long as such Permitted Investment is managed by the Trustee or an Affiliate of the Trustee and is of the kind described in clause (vi) of the definition of Permitted Investments: Deutsche Bank Treasury Money Fund No. 835. For federal tax return and information reporting, the right of the Holders of the Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. "U.S. Bank National Association as Trust AdministratorTrustee, in trust for the registered holders of MASTR Asset Backed Securities Trust 20062004-WMC1WMC3, Mortgage Pass-Through Certificates, Series 20062004-WMC1—Net WMC3--Net WAC Rate Carryover Reserve Account.” All amounts " Amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to will consist of any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contracts and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4)(xvii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III II to the Holder Holders of the Class CE Interest and by REMIC IV III to the Holder Holders of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Seller Class CE Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC 124 Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on deposit demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvested.invest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. For federal tax return and information reporting, the value of the right of the Group I Certificateholders, Group II Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be $193,618, $258,748 and $584,534, respectively. 125

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Fremont Mortgage Loan Trust 2006-1, Asset-Backed Certificates, Series 2006-1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A the Fixed Rate Certificates and/or and the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Fixed Rate Certificates and/or and the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(v), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Fixed Rate Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Fixed Rate Certificates and/or and the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Fixed Rate Certificates and the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the Cap Contract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Fixed Rate Certificates and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Fixed Rate Certificates and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Fixed Rate Certificates and Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value. The value of such amount, if any, may be obtained from the Trustee upon request, provided that the Trustee has received such information from the Underwriters.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2002-3, Asset-Backed Certificates, Series 0000-0.” All amounts deposited in " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01$1,000. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates, the Mezzanine Certificates and/or the Mezzanine Class S Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(viii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class S Certificates, and will distribute such amounts to the Holders of the Class A Certificates, the Mezzanine Certificates and/or the Mezzanine Class S Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account for Account, the aggregate amount on deposit therein is equal to $1,000. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments 3 to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.C

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Wxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2003-FF4, Asset-Backed Certificates, Series 2003-FF4.” " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition the amount deposited in the Net WAC Rate Carryover Reserve Account will be increased by any payments received by the Trustee under the Cap Contract and deposited into the Net WAC Rate Carryover Reserve Account. All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xiv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account (other than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments 2 to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.C

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2007-WMC1, Asset-Backed Certificates, Series 2007-WMC1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Floating Rate Certificates and/or (after taking into account the Mezzanine Certificatesremaining Initial Net WAC Rate Carryover Reserve Account Deposit), the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(v), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trust as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership; provided, that the Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC III 4 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx "Net WAC Rate Carryover Reserve Account, Wells Fargo Bank, N.A. N.A., as Trust AdministratorTrustee, in trust for the registered holders of MASTR Asset Backed Securities Trust 20062004-WMC1OPT1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. " On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4)(xv), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III II to the Holder of the Class CE Interest and by REMIC IV to the Holder Holders of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Seller Class CE Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. For federal tax return and information reporting, the value of the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount may be obtained from the Trustee upon request, provided that the Trustee has received such value from the Depositor.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2006-OPT1 Asset-Backed Certificates, Series 2006-OPT1” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the and Mezzanine Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the or Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the and Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Class M Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. "U.S. Bank National Association as Trust AdministratorTrustee, in trust for the registered holders of MASTR Asset Backed Securities Trust 20062004-WMC1WMC2, Mortgage Pass-Through Certificates, Series 20062004-WMC1—Net WMC2--Net WAC Rate Carryover Reserve Account.” All amounts " Amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to will consist of any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contracts and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4)(xvii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III II to the Holder Holders of the Class CE Interest and by REMIC IV III to the Holder Holders of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Seller Class CE Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. For federal tax return and information reporting, the value of the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be obtained from the Trustee upon request to the extent the Trustee has been provided such information from the Depositor.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 20062007-WMC1HE2, Mortgage Pass-Through Certificates, Series 20062007-WMC1HE2—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trust; provided, that the Trust Administrator shall not be required to prepare and file grantor trust tax returns in respect of such grantor trust unless it receives additional reasonable compensation (not to exceed $10,000 per year) from the Holders of the Class CE Certificates for the preparation of such filings, written notification recognizing the creation of a grantor trust and comparable documentation evidencing the grantor trust, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal income tax purposes, the Depositor shall provide the Trust Administrator the value of the right of the Class A and Mezzanine Certificates to receive Net WAC Rate Carryover Amounts from the Net WAC Rate Carryover Reserve Account and the Swap Account.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Wxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2007-FXD2, Asset-Backed Certificates, Series 2007-FXD2” All amounts deposited in the Net WAC Rate Carryover Reserve Account which shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On or after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A and Mezzanine Certificates to zero, any amounts remaining in the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Class A and Mezzanine Certificates for such Distribution Date, shall be distributed to the Class C Certificateholder or their designee. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership. All amounts deposited into If the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III a partnership, Wxxxx Fargo shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year which shall not be subject to the Holder limitations set forth in Section 8.05) for the preparation of such filings, written notification recognizing the Class CE Interest and by REMIC IV to creation of a partnership agreement or comparable documentation evidencing the Holder of the Class CE Certificatespartnership, if any. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC 2 to the Holder of the Class C Interest and by REMIC 3 to the Holders of the Class C Certificates. Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the value of the right of the Holders of the Class A and Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be de minimis.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank, N.A. N.A., as Trust AdministratorTrustee, in trust for the registered holders of MASTR Asset Backed Securities Trust 20062005-WMC1OPT1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account.” All The amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to consist of any payments received by the Holders Trustee under the Cap Contracts and deposited into the Net WAC Carryover Reserve Account for the benefit of the Class A Certificates and/or and the Mezzanine Certificates in the manner set forth in Section 4.01Certificates. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4)(xv), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts deposited pursuant to a Cap Contract) shall be treated as amounts distributed by REMIC III II to the Holder Holders of the Class CE Interest and by REMIC IV III to the Holder Holders of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the TrustTrust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust Fund and distributed to the Seller Class CE Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class CE Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class CE Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. All income and gain earned upon such investment shall be deposited into the Net WAC Rate Carryover Reserve Account. For federal tax return and information reporting, the value of the right of the Group I Certificateholders, the Group II Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be $597,000, $190,000 and $333,000, respectively.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “"Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-2004- WMC1, Mortgage Pass-Through Certificates, Series 20062004-WMC1—Net --Net WAC Rate Carryover Reserve Account.” All amounts " Amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to will include any payments received by the Holders of Trust Administrator under the Class A Certificates and/or Cap Contracts and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(a)(4)(xvii), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto that, for For federal and state income and state and local franchise tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III II to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments III to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.Class

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, JPMorgan Chase Bank, N.A. as Trustee, in trust for registered Holders of CHEC Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Fixed Rate Certificates and/or and the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Fixed Rate Certificates and/or or the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Fixed Rate Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Fixed Rate Certificates and/or and the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto thatOn each Distribution Date, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Fixed Rate Certificates and the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the Cap Contract, return such amount to the counterparty thereunder. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owner of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustNet WAC Rate Carryover Reserve Account. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC III 2 to the Holder of the Class CE C Interest and by REMIC IV 3 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Fixed Rate Certificates and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Fixed Rate Certificates and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right to receive payments from the Net WAC Rate Carryover Account is $23,000.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2003-FFH2, Asset-Backed Certificates, Series 2003-FFH2.” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xvii), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On each Distribution Date, any amounts remaining in the intention Net WAC Rate Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the parties hereto thatClass A Certificates, the Mezzanine Certificates and the Class B Certificates for such Distribution Date, shall be payable to the Trustee. For federal and state income and state and local franchise tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC III 3 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates, the Mezzanine Certificates or the Class B Certificates of Net WAC Rate Carryover 117 Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the purchase price allocated to the Cap Contract in respect of any Net WAC Rate Carryover Amount may be obtained from the Trustee, upon receipt from the Depositor.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2005-B, Asset-Backed Certificates, Series 2005-B.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or and the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is the intention of the parties hereto thatOn each Distribution Date, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Trustee. For so long as the Class A-1 Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the Cap Contract, return such amount to the counterparty thereunder. For federal and state income tax purposes, in which case it is the intention Trustee will be deemed to be the owner of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustNet WAC Rate Carryover Reserve Account. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC III 2 to the Holder of the Class CE C Interest and by REMIC IV 3 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Certificates and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right to receive payments from the Net WAC Rate Carryover Account is $14,000.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Soundview Mortgage Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Offered Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Offered Certificates and/or (after taking into account the Mezzanine Certificatesremaining Initial Net WAC Rate Carryover Reserve Account Deposit), the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(v), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Offered Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Offered Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Offered Certificates for such Distribution Date, shall be payable to the Trust as additional compensation. For so long as any Offered Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership provided, that the Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC III 4 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Offered Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Offered Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Offered Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Net WAC Rate Carryover Reserve Account, Wxxxx Fargo Bank, N.A. N.A., as Trust Administrator, in trust for the registered holders Holders of MASTR Asset Option One Mortgage Loan Trust 2007-HL1, Asset-Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 20062007-WMC1—Net WAC Rate Carryover Reserve Account.HL1” All amounts deposited in the Net WAC Rate Carryover Reserve Account which shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(ii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On or after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A Certificates to zero, any amounts remaining in the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates for such Distribution Date, shall be payable to the Class C Certificateholder or their designee. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership. All amounts deposited into If the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III a partnership, the Trust Administrator shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year which shall not be subject to the Holder limitations set forth in Section 8.05) for the preparation of such filings, written notification recognizing the Class CE Interest and by REMIC IV to creation of a partnership agreement or comparable documentation evidencing the Holder of the Class CE Certificatespartnership, if any. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC 3 to the Holder of the Class C Interest and by REMIC 4 to the Holders of the Class C Certificates. Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trust Administrator shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trust Administrator or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trust Administrator or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trust Administrator, the Trust Administrator shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trust Administrator or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the value of the right of the Holders of the Class A Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be de minimis.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Wxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust 2003-FF1, Asset-Backed Certificates, Series 2003-FF1.” " On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition the amount deposited in the Net WAC Rate Carryover Reserve Account will be increased by any payments received by the Trustee under the Cap Contracts and deposited into the Net WAC Rate Carryover Reserve Account. All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the manner set forth in Section 4.01(d). Notwithstanding the foregoing, with respect to any Distribution Date on which Greenwich Capital Markets, Inc. or an Affiliate thereof remains the initial Holder of the Class M-2 Certificates, the Class M-3V Certificates and/or the Class M-4 Certificates, the Trustee shall distribute to itself, for its own account, any amounts received on the Cap Contract(s) relating to any such Class of Certificates still initially held by Greenwich Capital Markets, Inc. or its Affiliate; provided, that the Trustee shall only distribute such amounts to itself on a Distribution Date prior to the date on which Greenwich Capital Markets, Inc. or its Affiliate transfers the Class M-2 Certificates, the Class M-3V Certificates and/or the Class M-4 Certificate to an unaffiliated third-party. On any Distribution Date following the date on which Greenwich Capital Markets, Inc. or its Affiliate transfers the Class M-2 Certificates, the Class M-3V Certificates and/or the Class M-4 Certificates, the Trustee shall distribute amounts received on the related Cap Contracts after the date of such transfer in the manner set forth in Section 4.01. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(x), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account (other than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be payable to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Holders of the Class A Certificates and the Holders of the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated non-interest bearing trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of EquiFirst Mortgage Loan Trust 2004-2, Asset-Backed Certificates, Series 2004-2.” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Mezzanine Certificates or the Class B Certificates, the Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xxiv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contracts on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is On each Distribution Date, after the intention payment of any Net WAC Rate Carryover Amounts on the parties hereto thatClass A Certificates, for the Mezzanine Certificates and the Class B Certificates, any amounts remaining in the Net WAC Rate Reserve Account (representing payments received by the Trustee under the Cap Contracts), shall be payable to the Trustee. For federal and state income and state and local franchise tax purposes, the Class C Certifcateholders will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trustAccount. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contracts) shall be treated as amounts distributed by REMIC III 3 to the Holder Holders of the Class CE C Interest and by REMIC IV 4 to the Holder Holders of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Trustee or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates, the Mezzanine Certificates or the Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the purchase price allocated to the Cap Contracts in respect of any Net WAC Rate Carryover Amount may be obtained from the Trustee, upon its receipt from the Depositor.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account"[________].” " All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iv), rather than distributing such amounts to the Class CE C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Adjustable-Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Adjustable-Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Adjustable-Rate Certificates for such Distribution Date, shall be payable to the Trustee. For so long as any Adjustable-Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the Cap Contract, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC III 4 to the Holder of the Class CE C Interest and by REMIC IV 5 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Adjustable-Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holder of the Class C Certificates or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Adjustable-Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Adjustable-Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a DE MINIMIS value.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Xxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2007-3, Asset-Backed Certificates, Series 2007-3” All amounts deposited in the Net WAC Rate Carryover Reserve Account which shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01an Eligible Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(iii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). On or after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A and Mezzanine Certificates to zero, any amounts remaining in the Net WAC Rate Carryover Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be distributed to the Class C Certificateholder or their designee. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III a partnership; provided, that the Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the Holder preparation of such filings, written notification recognizing the Class CE Interest and by REMIC IV to creation of a partnership agreement or comparable documentation evidencing the Holder of the Class CE Certificatespartnership, if any. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC 3 to the Holder of the Class C Interest and by REMIC 4 to the Holders of the Class C Certificates. Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the value of the right of the Holders of the Class A and the Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be de minimis.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account.” All amounts , Xxxxx Fargo Bank Minnesota, National Association, as agent for HSBC Bank USA, as Trustee, in trust for registered Holders of Fremont Home Loan Trust 2003-A, Asset-Backed Certificates, Series 2003-A." On the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to the Holders increased by any payments received by or on behalf of the Class A Certificates and/or Trustee under the Mezzanine Certificates in Cap Contract and deposited into the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v5.01(d)(xii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or and the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a5.01(d). It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the If no Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition to the Class CE Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposesAmounts are payable on a Distribution Date, the Supplemental Interest Trust be treated as a grantor trust. All amounts deposited Adminsitrator shall deposit into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III to the Holder on behalf of the Class CE Interest and by REMIC IV C Certificateholders, from amounts otherwise distributable to the Holder Class C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates for such Distribution Date, shall be retained in the Net WAC Rate Carryover Reserve Account. On the Distribution Date on which the Certificate Principal Balances of the Class CE A Certificates and Mezzanine Certificates have been reduced to zero, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and Mezzanine Certificates for such Distribution Date, and on each Distribution Date thereafter, the Trust Administrator shall withdraw therefrom the lesser of $1,000 and the amount remaining on deposit therein and shall distribute such amount to the Holders of the Class C Certificates, and after making such distribution to the Holders of the Class C Certificates, shall withdraw the remainder on deposit therein and shall distribute such amount to the Trustee. In addition, upon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine Certificates, the Trust Administrator shall withdraw from the Net WAC Rate Carryover Account the lesser of $1,000 and the amount remaining on deposit therein and shall distribute such amount to the Holders of the Class C Certificates, and after making such distribution to the Holders of the Class C Certificates, shall withdraw the remainder on deposit therein and shall distribute such amount to the Trustee. For federal and state income tax purposes, the Trustee will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust Administrator, and the Trust Administrator hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 5.01(d)(xii) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts The Trust Administrator shall hold all funds on deposit in the Net WAC Rate Carryover Reserve Account uninvested. For federal tax return and information reporting, the right of the Holders of the Class A Certificates and Mezzanine Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall remain uninvestedbe assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Equifirst Mortgage Loan Trust 2004-1, Asset-Backed Certificates, Series 0000-0.” All amounts " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contract and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Mezzanine Certificates or the Class B-1 Certificates, the Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xvii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B-1 Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and the Class B-1 Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE C Certificateholders, an amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on deposit therein is equal to $1,000. On each Distribution Date, any amounts remaining in the Net WAC Rate Reserve Account (other than $1,000 as set forth above) after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates, the Mezzanine Certificates is recharacterized as an equity interest and the Class B-1 Certificates for such Distribution Date, shall be retained in the Net WAC Rate Carryover Reserve Account. On the Distribution Date on which the Certificate Principal Balances of the Class A Certificates, the Mezzanine Certificates and Class B-1 Certificates have been reduced to zero, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates for such Distribution Date, and on each Distribution Date thereafter, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account for and shall distribute such amount to the Holders of the Class C Certificates. In addition, upon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account and shall distribute such amount to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B-1 Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(viii) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in the following Permitted Investment for so long as such Permitted Investment is managed by the Trustee or an Affiliate of the Trustee and is of the kind described in clause (vi) of the definition of Permitted Investments: Deutsche Bank Treasury Money Fund No. 835. For federal tax return and information reporting, the right of the Holders of the Class A Certificates, the Mezzanine Certificates and the Class B-1 Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account.” All amounts deposited , Deutsche Bank National Trust Company, as Trustee, in the Net WAC Rate Carryover Reserve Account shall be distributed to the trust for registered Holders of the Class A Certificates and/or the Mezzanine Certificates in the manner set forth in Section 4.01. Fremont Home Loan Trust 2004-1, Asset-Backed Certificates, Series 2004-1." On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine CertificatesDate, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore willshall, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xxii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates, the Mezzanine Certificates and the Mezzanine Class B Certificates, and will shall distribute such amounts from the Net WAC Rate Carryover Reserve Account to the Holders of the Class A Certificates and/or Certificates, the Mezzanine Certificates and Class B Certificates in the amounts and priorities set forth in Section 4.01(a4.01(e). It is On each Distribution Date, any amounts remaining in the intention Net WAC Rate Reserve Account after the payment of any Net WAC Rate Carryover Amounts on the parties hereto thatClass A Certificates, the Mezzanine Certificates and the Class B Certificates for federal and state income and state and local franchise tax purposessuch Distribution Date, shall be retained in the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from Account. On the Holder Distribution Date on which the Certificate Principal Balances of the Class CE A Certificates, Mezzanine Certificates unless and until Class B Certificates have been reduced to zero, after the date when either (a) there is more than one Class CE Certificateholder or (b) payment of any Class of Certificates in addition to Net WAC Rate Carryover Amounts on the Class CE A Certificates, Mezzanine Certificates is recharacterized as an equity interest and Class B Certificates for such Distribution Date, and on each Distribution Date thereafter, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account for and shall distribute such amount to the Holders of the Class C Certificates. In addition, upon any earlier termination of the Trust, after the payment of any Net WAC Rate Carryover Amounts on the Class A Certificates, the Mezzanine Certificates and Class B Certificates, the Trustee shall withdraw any amount on deposit in the Net WAC Rate Carryover Reserve Account and shall distribute such amount to the Holders of the Class C Certificates. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 2 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “"outside reserve fund” " within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates, Mezzanine Certificates or the Mezzanine Class B Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above in Section 4.01(d)(xxii) on each Distribution Date as to which there is any Net WAC Rate Carryover Amount (in excess of the amount received under the Cap Contract) rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in the following Permitted Investment for so long as such Permitted Investment is managed by the Trustee or an Affiliate of the Trustee and is of the kind described in clause (vi) of the definition of Permitted Investments: Deutsche Bank Treasury Money Fund No. 835. For federal tax return and information reporting, the right of the Holders of the Class A Certificates, Mezzanine Certificates and Class B Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2003-4, Asset-Backed Certificates, Series 0000-0.” All amounts " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contract and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(xiii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account for Account, the aggregate amount on deposit therein is equal to $1,000. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees 97 that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—"Net WAC Rate Carryover Reserve Account, Xxxxx Fargo Bank Minnesota, National Association, as Trustee, in trust for registered Holders of Option One Mortgage Loan Trust 2002-6, Asset-Backed Certificates, Series 0000-0.” All amounts " Xx the Closing Date, the Depositor will deposit, or cause to be deposited, into the Net WAC Rate Carryover Reserve Account $1,000. In addition, the amount deposited in the Net WAC Rate Carryover Reserve Account shall will be distributed to increased by any payments received by the Holders of Trustee under the Class A Certificates and/or Cap Contracts and deposited into the Mezzanine Certificates in the manner set forth in Section 4.01Net WAC Rate Carryover Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(d)(viii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). It is If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, Trustee shall deposit into the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder on behalf of the Class CE Certificates unless and until the date when either (a) there is more than one Class CE Certificateholder or (b) any Class of Certificates in addition C Certificateholders, from amounts otherwise distributable to the Class CE Certificates is recharacterized as C Certificateholders, an equity interest amount such that when added to other amounts already on deposit in the Net WAC Rate Carryover Reserve Account for Account, the aggregate amount on deposit therein is equal to $1,000. For federal and state income tax purposes, in which case it is the intention Class C Certificateholders will be deemed to be the owners of the parties hereto that, for federal Net WAC Rate Carryover Reserve Account and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a grantor trust. All all amounts deposited into the Net WAC Rate Carryover Reserve Account (other than the initial deposit therein of $1,000) shall be treated as amounts distributed by REMIC III 3 to the Holder Holders of the Class CE Interest and by REMIC IV to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Class C Certificateholders or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “"regular interest” " in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit At the direction of the Holders of a majority in Percentage Interest in the Class C Certificates, the Trustee shall direct any depository institution maintaining the Net WAC Rate Carryover Reserve Account to invest the funds in such account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee or an Affiliate manages or advises such investment, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment. If no investment direction of the Holders of a majority in Percentage Interest in the Class C Certificates with respect to the Net WAC Rate Carryover Reserve Account is received by the Trustee, the Trustee shall remain uninvestedinvest the funds in such account in Permitted Investments managed by the Trustee or an Affiliate of the kind described in clause (vi) of the definition of Permitted Investments. For federal tax return and information reporting, the right of the Class A Certificateholders and the Mezzanine Certificateholders to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net Wac Rate Carryover Amount shall be assigned a value of zero.

Net WAC Rate Carryover Reserve Account. No later than the Closing Date, the Trust Administrator Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders of MASTR Asset Backed Securities Trust 2006-WMC1, Mortgage Pass-Through Certificates, Series 2006-WMC1—Net WAC Rate Carryover Reserve Account., Wxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2007-OPT2 Asset-Backed Certificates, Series 2007-OPT2” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the manner set forth in Section 4.014.01(d). On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Class A Certificates and/or the Mezzanine Floating Rate Certificates, the Trust Administrator Trustee has been directed by the Class CE C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(e)(v4.01(c)(iii), rather than distributing such amounts to the Class CE C Certificateholders. On each such Distribution Date, the Trust Administrator Trustee shall hold all such amounts for the benefit of the Holders of the Class A Certificates and the Mezzanine Floating Rate Certificates, and will distribute such amounts to the Holders of the Class A Certificates and/or the Mezzanine Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(a4.01(d). On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class CE C Certificates unless and until the date when either (a) there is more than one Class CE C Certificateholder or (b) any Class of Certificates in addition to the Class CE C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust Net WAC Rate Carryover Reserve Account be treated as a grantor trustpartnership; provided, that the Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation (not to exceed $10,000 per year) for the preparation of such filings, written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. All amounts deposited into the Net WAC Rate Carryover Reserve Account shall be treated as amounts distributed by REMIC III 3 to the Holder of the Class CE C Interest and by REMIC IV 4 to the Holder of the Class CE C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Class A and the Mezzanine Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Seller Holders of the Class C Certificates or its designeetheir designees. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Class A and the Mezzanine Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1). By accepting a Class CE C Certificate, each Class CE C Certificateholder hereby agrees to direct the Trust AdministratorTrustee, and the Trust Administrator Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class CE C Certificateholders. By accepting a Class CE C Certificate, each Class CE C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested. For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover Amount may have more than a de minimis value.