Common use of Assumption or Termination of Subservicing Agreement by Successor Servicer Clause in Contracts

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller hereunder by a successor servicer pursuant to Section 16 of the Agreement, it is understood and agreed that the Seller’s rights and obligations under any Subservicing Agreement then in force between the Seller and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Seller shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Subservicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Loans in the amount and in the manner set forth in this Agreement. I, [identify the certifying individual], certify to ___________________________, and its officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, that: 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Master Loan Purchase and Servicing Agreement, dated as of September 1, 2006 (the “Servicing Agreement”), between IndyMac Bank, F.S.B. and UBS Real Estate Securities Inc; 2. Based on my knowledge, the information in the Annual Statement of Compliance delivered pursuant to Section 11.24 of the Servicing Addendum (the “Annual Statement of Compliance”), the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.25 of the Servicing Addendum (the “Annual Independent Public Accountant’s Servicing Report”) and all servicing reports, officer’s certificates and other information relating to the servicing of the Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; 3. The servicing information required to be provided to the Master Servicer by the Seller under the Servicing Agreement has been provided to the Master Servicer; 4. I am responsible for reviewing the activities performed by the Seller under the Servicing Agreement and based upon the review required by the Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Seller has, as of the date of this certification fulfilled its obligation under the Servicing Agreement; and

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller Servicer hereunder by a successor servicer pursuant to Section 16 of the Agreement, it is understood and agreed that the SellerServicer’s rights and obligations under any Subservicing Agreement then in force between the Seller Servicer and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Seller Servicer shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Subservicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Sub-servicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Loans in the amount and in the manner set forth in this Agreement. I, [identify the certifying individual], certify to ___________________________, and its officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, that: 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Master Loan Purchase and Servicing Agreement, dated as of September of, December 1, 2006 2005 (the “Servicing Agreement”), between IndyMac Bank, F.S.B. American Home Mortgage Corp. and UBS Real Estate Securities Inc; 2. Based on my knowledge, the information in the Annual Statement of Compliance delivered pursuant to Section 11.24 of the Servicing Addendum (the “Annual Statement of Compliance”), the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.25 of the Servicing Addendum (the “Annual Independent Public Accountant’s Servicing Report”) and all servicing reports, officer’s certificates and other information relating to the servicing of the Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; 3. The servicing information required to be provided to the Master Servicer by the Seller Servicer under the Servicing Agreement has been provided to the Master Servicer; 4. I am responsible for reviewing the activities performed by the Seller Servicer under the Servicing Agreement and based upon the review required by the Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Seller has, as of the date of this certification fulfilled its obligation under the Servicing Agreement; and 5. I have disclosed to the Master Servicer all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers of similar standard as set forth in the Servicing Agreement. By: _____________________________ Name: Title: Date: Re: The Master Loan Purchase and Servicing Agreement, dated as of December 1, 2005 (the “Agreement”), between UBS Real Estate Securities Inc. (the “Purchaser”), American Home Mortgage Corp. (the “Seller”) and American Home Mortgage Servicing, Inc. (the “Servicer”) I, _____________________________________ am the _______________________ of AMERICAN HOME SERVICING, INC., certify to UBS REAL ESTATE SECURITIES INC. I hereby certify to [the Purchaser] [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that: 1. I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Loans by the Servicer during 200[ ] that were delivered to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Servicing Information”); 2. Based on my knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Information; 3. Based on my knowledge, all of the Servicing Information required to be provided by the Servicer under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee]; 4. I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement; and 5. The Compliance Statement required to be delivered by the Servicer pursuant to this Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Seller and by each Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller Servicer hereunder by a successor servicer Servicer pursuant to Section 16 of the Agreement9.02, it is understood and agreed that the Seller’s Servicer's rights and obligations under any Subservicing Agreement then in force between the Seller servicer and a Subservicer shall may be assumed simultaneously or terminated by such the successor servicer Servicer at its option without act or deed on the part payment of such successor servicer; provided, however, that any successor servicer may terminate the Subservicerfee (notwithstanding any contrary provision in any Subservicing Agreement). The Seller Servicer shall, upon the reasonable request of the Purchasersuccessor Servicer, but at its own expensethe expense of the Servicer, deliver to the assuming party parry documents and records relating to each Subservicing Agreement and an accounting of amounts collected and held by it and otherwise use its best reasonable efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. The Servicing Fee payable to , without the payment of any such fee by the successor servicer shall be payable from payments received on the Loans Servicer, notwithstanding any contrary provision in the amount and in the manner set forth in this any Subservicing Agreement. I, [identify the certifying individual], certify to EXHIBIT G FORM OF QUARTERLY COMPLIANCE CERTIFICATE OPTION ONE MORTGAGE CORPORATION Dated:____________________________ Pursuant to that certain SALE AND SERVICING AGREEMENT, dated as of April 1, 2000 (the "Agreement"), among OPTION ONE OWNER TRUST 2001-2 (the "Issuer"), OPTION ONE LOAN WAREHOUSE CORPORATION (the "Depositor"), OPTION ONE MORTGAGE CORPORATION (the "Servicer" or "Option One") and its officersXXXXX FARGO BANK MINNESOTA, directorsNATIONAL ASSOCIATION (the "Indenture Trustee"), agents [name], [title] of Option One, do hereby certify that Option One is in compliance with all provisions and affiliatesterms of the Agreement as of [insert compliance reporting period], including, but not limited to, those provisions and with the knowledge and intent that they will rely upon this certification, that: 1terms listed below. Capitalized terms used but herein and not otherwise defined herein shall have the meanings ascribed to them given such terms in the Master Loan Purchase and Servicing Agreement, dated as of September 1, 2006 (the “Servicing Agreement”), between IndyMac Bank, F.S.B. and UBS Real Estate Securities Inc; 2. Based on my knowledge, the information in the Annual Statement of Compliance delivered pursuant to Section 11.24 of the Servicing Addendum (the “Annual Statement of Compliance”), the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.25 of the Servicing Addendum (the “Annual Independent Public Accountant’s Servicing Report”) and all servicing reports, officer’s certificates and other information relating to the servicing of the Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; 3. The servicing information required to be provided to the Master Servicer by the Seller under the Servicing Agreement has been provided to the Master Servicer; 4. I am responsible for reviewing the activities performed by the Seller under the Servicing Agreement and based upon the review required by the Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Seller has, as of the date of this certification fulfilled its obligation under the Servicing Agreement; and.

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller hereunder by a successor servicer pursuant to Section 16 of the Agreement, it is understood and agreed that the Seller’s rights and obligations under any Subservicing Agreement then in force between the Seller and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Seller shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Subservicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Loans in the amount and in the manner set forth in this Agreement. I, [identify the certifying individual], certify to ___________________________, and its officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, that: 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Master Loan Purchase and Servicing Agreement, dated as of September 1, 2006 (the “Servicing Agreement”), between IndyMac Bank, F.S.B. and UBS Real Estate Securities Inc; 2. Based on my knowledge, the information in the Annual Statement of Compliance delivered pursuant to Section 11.24 of the Servicing Addendum (the “Annual Statement of Compliance”), the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.25 of the Servicing Addendum (the “Annual Independent Public Accountant’s Servicing Report”) and all servicing reports, officer’s certificates and other information relating to the servicing of the Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; 32. The servicing information required to be provided to the Master Servicer by the Seller under the Servicing Agreement has been provided to the Master Servicer; 43. I am responsible for reviewing the activities performed by the Seller under the Servicing Agreement and based upon the review required by the Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Seller has, as of the date of this certification fulfilled its obligation under the Servicing Agreement; and 4. I have disclosed to the Master Servicer all significant deficiencies relating to the Seller’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers of similar standard as set forth in the Servicing Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Amended and Restated Master Loan Purchase and Servicing Agreement, dated March 1, 2006 (the “Servicing Agreement”), between Provident Funding Associates and UBS Real Estate Securities Inc. ______________________ By:____________________________ Name: Title: Date: Re: The Amended and Restated Master Loan Purchase and Servicing Agreement, dated as of [Date] (the “Agreement”), between UBS Real Estate Securities Inc. (the “Purchaser”) and Provident Funding Associates (the “Seller”) I am the _______________________ of Provident Funding Associates and, in such capacity, the officer in charge of the Seller’s responsibility on Exhibit 13 to the Agreement. I hereby certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that: 1. I have reviewed the servicer compliance statement of the Seller provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Seller’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all other data, servicing reports, officer’s certificates and information relating to the performance of the Seller under the terms of the Agreement during 200[ ] that were delivered to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Seller Servicing Information”);

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller hereunder by a successor servicer pursuant to Section 16 of the Agreement, it is understood and agreed that the Seller’s 's rights and obligations under any Subservicing Agreement then in force between the Seller and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Seller shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Subservicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Loans in the amount and in the manner set forth in this Agreement. IEXHIBIT 10 ---------- SELLER UNDERWRITING STANDARDS Exhibit 10-1 EXHIBIT 11 ---------- [Reserved] EXHIBIT 12 ---------- FORM OF ANNUAL CERTIFICATION Re: The Mortgage Loan Purchase and Servicing Agreement, [identify dated as of February 1, 2007 (the certifying individual]"Agreement"), certify to between UBS Real Estate Securities Inc. (the "Purchaser") and Xxxxxx, Xxxx & Xxxxxxxx Mortgage Corp. (the "Seller") I am the ____________________________ of XXXXXX, BEAN & XXXXXXXX and, in such capacity, the officer in charge of the Seller's responsibility on Exhibit 13 to the Agreement. I hereby certify to [the Purchaser], [the Depositor], and its the [Master Servicer] [Securities Administrator] [Trustee], and their officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, that: 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Master Mortgage Loan Purchase and Servicing Agreement, dated as of September of, February 1, 2006 2007 (the “"Servicing Agreement”"), between IndyMac BankXxxxxx, F.S.B. Bean & Xxxxxxxx Mortgage Corp. and UBS Real Estate Securities IncInc.; 2. Based on my knowledge, I have reviewed the information in the Annual Statement of Compliance delivered pursuant to Section 11.24 servicer compliance statement of the Servicing Addendum Seller provided in accordance with Item 1123 of Regulation AB (the “Annual Statement of Compliance”"Compliance Statement"), the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.25 report on assessment of the Servicing Addendum Seller's compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Annual Independent Public Accountant’s "Servicing Report”Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the registered public accounting firm's attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the "Attestation Report"), and all other data, servicing reports, officer’s 's certificates and other information relating to the servicing performance of the Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; 3. The servicing information required to be provided to the Master Servicer by the Seller under the Servicing terms of the Agreement has been provided during 200[ ] that were delivered to the [Depositor] [Master Servicer; 4. I am responsible for reviewing ] [Securities Administrator] [Trustee] pursuant to the activities performed by the Seller under the Servicing Agreement and based upon the review required by the Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report(collectively, the "Seller has, as of the date of this certification fulfilled its obligation under the Servicing Agreement; andInformation");

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller Servicer hereunder by a successor servicer pursuant to Section 16 of the this Agreement, it is understood and agreed that the SellerServicer’s rights and obligations under any Subservicing Agreement then in force between the Seller Servicer and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Seller Servicer shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Subservicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Agreements to the assuming party. Re: The Servicing Fee payable to any such successor servicer shall be payable from payments received on [ ] agreement dated as of [ ], 200[ ] (the Loans in the amount and in the manner set forth in this “Agreement. ”), among [IDENTIFY PARTIES] I, [identify the certifying individual], certify to ____________________________ of [NAME OF SERVICER] (the “Company”) and, in such capacity, the officer in charge of the Company’s responsibility on Exhibit 12 to the Agreement. I hereby certify to [the Purchaser], [the Depositor], and its the [Master Servicer] [Securities Administrator] [Trustee], and their officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, that: 1. Capitalized terms used but not defined herein I have reviewed the meanings ascribed to them servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the Master Loan Purchase and Servicing Agreement“Compliance Statement”), dated as the report on assessment of September 1, 2006 the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing AgreementCriteria”), between IndyMac Bankprovided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, F.S.B. and UBS Real Estate Securities Inc; 2. Based on my knowledge, the information in the Annual Statement of Compliance delivered pursuant to Section 11.24 of the Servicing Addendum as amended (the “Annual Statement Exchange Act”) and Item 1122 of ComplianceRegulation AB (the “Servicing Assessment”), the Annual Independent Public Accountantregistered public accounting firm’s Servicing Report delivered pursuant to attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 11.25 1122(b) of the Servicing Addendum Regulation AB (the “Annual Independent Public Accountant’s Servicing Attestation Report”) ), and all other data, servicing reports, officer’s certificates and other information relating to the performance of the Company under the terms of the Agreement and the servicing of the Mortgage Loans submitted by the Company during 200[ ] that were delivered to the [Depositor] [Master Servicer Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Company Servicing Information”); 2. Based on my knowledge, the reports and information comprising the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading as of the period covered by, or the date of such reports or information or the date of this certification; 3. The servicing information Based on my knowledge, all of the Company Servicing Information required to be provided to the Master Servicer by the Seller Company under the Servicing Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee]; 4. I am responsible for reviewing the activities performed by the Seller Company as servicer under the Servicing Agreement Agreement, and based upon on my knowledge and the compliance review required by conducted in preparing the Servicing Agreement, Compliance Statement and except as disclosed in the Annual Statement of Compliance Statement, the Servicing Assessment or the Annual Independent Public Accountant’s Servicing Attestation Report, the Seller hasCompany has fulfilled its obligations under the Agreement in all material respects; and 5. The Compliance Statement required to be delivered by the Company pursuant to the Agreement, as and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. The Servicing Assessment and the Attestation Report cover all items of the date servicing criteria identified on Exhibit 12 to the Agreement as applicable to the Company. Any material instances of this certification fulfilled its obligation noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports. The following material instances of noncompliance identified in the Servicing Assessment and the Attestation Report relate to the performance or obligations of the Company under the Servicing Agreement; and: ____________ (if none, state “None.”)

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller Servicer hereunder by a successor servicer pursuant to Section 16 of the Agreement, it is understood and agreed that the SellerServicer’s rights and obligations under any Subservicing Agreement then in force between the Seller Servicer and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Seller Servicer shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Subservicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Subservicing Sub-servicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Loans in the amount and in the manner set forth in this Agreement. I, [identify the certifying individual], certify to ___________________________, and its officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, that: 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Master Loan Purchase and Servicing Agreement, dated as of September of, December 1, 2006 2005 (the “Servicing Agreement”), between IndyMac Bank, F.S.B. American Home Mortgage Corp. and UBS Real Estate Securities Inc; 2. Based on my knowledge, the information in the Annual Statement of Compliance delivered pursuant to Section 11.24 of the Servicing Addendum (the “Annual Statement of Compliance”), the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.25 of the Servicing Addendum (the “Annual Independent Public Accountant’s Servicing Report”) and all servicing reports, officer’s certificates and other information relating to the servicing of the Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; 3. The servicing information required to be provided to the Master Servicer by the Seller Servicer under the Servicing Agreement has been provided to the Master Servicer; 4. I am responsible for reviewing the activities performed by the Seller Servicer under the Servicing Agreement and based upon the review required by the Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Seller has, as of the date of this certification fulfilled its obligation under the Servicing Agreement; and 5. I have disclosed to the Master Servicer all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers of similar standard as set forth in the Servicing Agreement. By: _____________________________ Name: Title: Date: Re: The Master Loan Purchase and Servicing Agreement, dated as of December 1, 2005 (the “Agreement”), between UBS Real Estate Securities Inc. (the “Purchaser”), American Home Mortgage Corp. (the “Seller”) and American Home Mortgage Servicing, Inc. (the “Servicer”) I, _____________________________________ am the _______________________ of AMERICAN HOME SERVICING, INC., certify to UBS REAL ESTATE SECURITIES INC .. I hereby certify to [the Purchaser] [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that: 1. I have reviewed the servicer compliance statement of the Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Loans by the Servicer during 200[ ] that were delivered to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Servicing Information”); 2. Based on my knowledge, t he Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Information ; 3. Based on my knowledge, all of the Servicing Information required to be provided by the Servicer under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee]; 4. I am responsible for reviewing the activities performed by the Servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Servicer has fulfilled its obligations under the Agreement; and 5. The Compliance Statement required to be delivered by the Servicer pursuant to this Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Seller and by each Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.