Unassociated Document


    ARGENT
      SECURITIES INC.

     

    Depositor

     

    AMERIQUEST
      MORTGAGE COMPANY

     

    Master
      Servicer

     

    and

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY

     

    Trustee

     

    
      	 	 	 
	 	
              

            	 


    

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of June 1, 2006

    
      	 	 	 
	 	
              

            	 


    

    


    ASSET-BACKED
      PASS-THROUGH CERTIFICATES

     

    SERIES
      2006-M1

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

     

     

    
      	
              ARTICLE
                I

            
	 
	
              DEFINITIONS

            
	 	 
	
              SECTION
                1.01.

            	
              Defined
                Terms.

            
	
              SECTION
                1.02.

            	
              Allocation
                of Certain Interest Shortfalls.

            
	
              SECTION
                1.03.

            	
              Rights
                of the NIMS Insurer.

            
	 	 
	
              ARTICLE
                II

            
	 
	
              CONVEYANCE
                OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

            
	 	 
	
              SECTION
                2.01.

            	
              Conveyance
                of Mortgage Loans.

            
	
              SECTION
                2.02.

            	
              Acceptance
                of REMIC I by the Trustee.

            
	
              SECTION
                2.03.

            	
              Repurchase
                or Substitution of Mortgage Loans by the Seller or the Depositor;
                Payment
                of Prepayment Charge Payment Amounts.

            
	
              SECTION
                2.04.

            	
              [Reserved].

            
	
              SECTION
                2.05.

            	
              Representations,
                Warranties and Covenants of the Master Servicer.

            
	
              SECTION
                2.06.

            	
              Issuance
                of the REMIC I Regular Interests and the Class R-I
                Interest.

            
	
              SECTION
                2.07.

            	
              Conveyance
                of the REMIC I Regular Interests; Acceptance of REMIC II, REMIC III,
                REMIC
                IV, REMIC V, REMICVI, and REMIC VII.

            
	
              SECTION
                2.08.

            	
              Issuance
                of Class R Certificates and Class R-X Certificates.

            
	
              SECTION
                2.09

            	
              Conveyance
                of the Subsequent Mortgage Loans.

            
	 	 
	
              ARTICLE
                III

            
	 	 
	
              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

            
	 	 
	
              SECTION
                3.01.

            	
              Master
                Servicer to Act as Master Servicer.

            
	
              SECTION
                3.02.

            	
              Collection
                of Certain Mortgage Loan Payments.

            
	
              SECTION
                3.03.

            	
              [Reserved].

            
	
              SECTION
                3.04.

            	
              Collection
                Account, Escrow Account and Distribution Account.

            
	
              SECTION
                3.05.

            	
              Permitted
                Withdrawals From the Collection Account, Escrow Account and Distribution
                Account.

            
	
              SECTION
                3.06.

            	
              Investment
                of Funds in the Collection Account, the Escrow Account, the REO Account
                and the Distribution Account.

            
	
              SECTION
                3.07.

            	
              Payment
                of Taxes, Insurance and Other Charges.

            
	
              SECTION
                3.08.

            	
              Maintenance
                of Hazard Insurance.

            
	
              SECTION
                3.09.

            	
              Maintenance
                of Mortgage Blanket Insurance.

            
	
              SECTION
                3.10.

            	
              Fidelity
                Bond; Errors and Omissions Insurance.

            
	
              SECTION
                3.11.

            	
              Enforcement
                of Due-On-Sale Clauses; Assumption Agreements.

            
	
              SECTION
                3.12.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            
	
              SECTION
                3.13.

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.14.

            	
              [Reserved].

            
	
              SECTION
                3.15.

            	
              Reports
                of Foreclosure and Abandonment of Mortgaged Properties.

            
	
              SECTION
                3.16.

            	
              Optional
                Purchase of Defaulted Mortgage Loans.

            
	
              SECTION
                3.17.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            
	
              SECTION
                3.18.

            	
              Servicing
                Compensation.

            
	
              SECTION
                3.19.

            	
              Statement
                as to Compliance.

            
	
              SECTION
                3.20.

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              SECTION
                3.21.

            	
              Access
                to Certain Documentation.

            
	
              SECTION
                3.22.

            	
              [Reserved].

            
	
              SECTION
                3.23.

            	
              Advance
                Facility.

            
	 	 
	
              ARTICLE
                IV

            
	 	 
	
              PAYMENTS
                TO CERTIFICATEHOLDERS

            
	 	 
	
              SECTION
                4.01.

            	
              Distributions.

            
	
              SECTION
                4.02.

            	
              Statements
                to Certificateholders.

            
	
              SECTION
                4.03.

            	
              Remittance
                Reports and Other Reports to the Trustee; Advances; Payments in Respect
                of
                Prepayment Interest Shortfalls.

            
	
              SECTION
                4.04.

            	
              Allocation
                of Realized Losses.

            
	
              SECTION
                4.05.

            	
              Compliance
                with Withholding Requirements.

            
	
              SECTION
                4.06.

            	
              Commission
                Reporting.

            
	
              SECTION
                4.07.

            	
              Pre-Funding
                Accounts.

            
	
              SECTION
                4.08.

            	
              Interest
                Coverage Accounts.

            
	
              SECTION
                4.09.

            	
              [Reserved].

            
	
              SECTION
                4.10.

            	
              Swap
                Account.

            
	
              SECTION
                4.11.

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              SECTION
                4.12.

            	
              Net
                WAC Rate Carryover Reserve Account.

            
	 	 
	
              ARTICLE
                V

            
	 
	
              THE
                CERTIFICATES

            
	 	 
	
              SECTION
                5.01.

            	
              The
                Certificates.

            
	
              SECTION
                5.02.

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              SECTION
                5.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              SECTION
                5.04.

            	
              Persons
                Deemed Owners.

            
	
              SECTION
                5.05.

            	
              Certain
                Available Information.

            
	 	 
	
              ARTICLE
                VI

            
	 
	
              THE
                DEPOSITOR AND THE MASTER SERVICER

            
	 	 
	
              SECTION
                6.01.

            	
              Liability
                of the Depositor and the Master Servicer.

            
	
              SECTION
                6.02.

            	
              Merger
                or Consolidation of the Depositor or the Master
                Servicer.

            
	
              SECTION
                6.03.

            	
              Limitation
                on Liability of the Depositor, the Master Servicer and
                Others.

            
	
              SECTION
                6.04.

            	
              Limitation
                on Resignation of the Master Servicer.

            
	
              SECTION
                6.05.

            	
              Rights
                of the Depositor in Respect of the Master Servicer.

            
	
              SECTION
                6.06.

            	
              Sub-Servicing
                Agreements Between the Master Servicer and
                Sub-Servicers.

            
	
              SECTION
                6.07.

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                6.08.

            	
              Liability
                of the Master Servicer.

            
	
              SECTION
                6.09.

            	
              No
                Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
                the
                Trustee or Certificateholders.

            
	
              SECTION
                6.10.

            	
              Assumption
                or Termination of Sub-Servicing Agreements by Trustee.

            
	
              SECTION
                6.11.

            	
              Sub-Servicing
                Accounts.

            
	 	 
	
              ARTICLE
                VII

            
	 
	
              DEFAULT

            
	 	 
	
              SECTION
                7.01.

            	
              Master
                Servicer Events of Default.

            
	
              SECTION
                7.02.

            	
              Trustee
                to Act; Appointment of Successor.

            
	
              SECTION
                7.03.

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.04.

            	
              Waiver
                of Master Servicer Events of Default.

            
	 	 
	
              ARTICLE
                VIII

            
	 	 
	
              CONCERNING
                THE TRUSTEE

            
	 	 
	
              SECTION
                8.01.

            	
              Duties
                of Trustee.

            
	
              SECTION
                8.02.

            	
              Certain
                Matters Affecting the Trustee.

            
	
              SECTION
                8.03.

            	
              The
                Trustee Not Liable for Certificates or Mortgage Loans.

            
	
              SECTION
                8.04.

            	
              Trustee
                May Own Certificates.

            
	
              SECTION
                8.05.

            	
              Trustee’s
                Fees and Expenses.

            
	
              SECTION
                8.06.

            	
              Eligibility
                Requirements for Trustee.

            
	
              SECTION
                8.07.

            	
              Resignation
                and Removal of the Trustee.

            
	
              SECTION
                8.08.

            	
              Successor
                Trustee.

            
	
              SECTION
                8.09.

            	
              Merger
                or Consolidation of Trustee.

            
	
              SECTION
                8.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              SECTION
                8.11.

            	
              Appointment
                of Custodians.

            
	
              SECTION
                8.12.

            	
              Appointment
                of Office or Agency.

            
	
              SECTION
                8.13.

            	
              Representations
                and Warranties of the Trustee.

            
	 	 
	
              ARTICLE
                IX

            
	 	 
	
              TERMINATION

            
	 	 
	
              SECTION
                9.01.

            	
              Termination
                Upon Repurchase or Liquidation of All Mortgage Loans.

            
	
              SECTION
                9.02.

            	
              Additional
                Termination Requirements.

            
	 	 
	
              ARTICLE
                X

            
	 	 
	
              REMIC
                PROVISIONS

            
	 	 
	
              SECTION
                10.01.

            	
              REMIC
                Administration.

            
	
              SECTION
                10.02.

            	
              Prohibited
                Transactions and Activities.

            
	
              SECTION
                10.03.

            	
              Master
                Servicer and Trustee Indemnification.

            
	 	 
	
              ARTICLE
                XI

            
	 
	
              MISCELLANEOUS
                PROVISIONS

            
	 	 
	
              SECTION
                11.01.

            	
              Amendment.

            
	
              SECTION
                11.02.

            	
              Recordation
                of Agreement; Counterparts.

            
	
              SECTION
                11.03.

            	
              Limitation
                on Rights of Certificateholders.

            
	
              SECTION
                11.04.

            	
              Governing
                Law.

            
	
              SECTION
                11.05.

            	
              Notices.

            
	
              SECTION
                11.06.

            	
              Severability
                of Provisions.

            
	
              SECTION
                11.07.

            	
              Notice
                to Rating Agencies and the NIMS Insurer.

            
	
              SECTION
                11.08.

            	
              Article
                and Section References.

            
	
              SECTION
                11.09.

            	
              Grant
                of Security Interest.

            
	
              SECTION
                11.10.

            	
              Third
                Party Rights.

            
	
              SECTION
                11.11.

            	
              Intention
                of the Parties and
                Interpretation.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibits

     

    
      	
              Exhibit
                A-A-1

            	
              Form
                of Class A-1 Certificate

            
	
              Exhibit
                A-A-2A

            	
              Form
                of Class A-2A Certificate

            
	
              Exhibit
                A-A-2B

            	
              Form
                of Class A-2B Certificate

            
	
              Exhibit
                A-A-2C

            	
              Form
                of Class A-2C Certificate

            
	
              Exhibit
                A-A-2D

            	
              Form
                of Class A-2D Certificate

            
	
              Exhibit
                A-M-1

            	
              Form
                of Class M-1 Certificate

            
	
              Exhibit
                A-M-2

            	
              Form
                of Class M-2 Certificate

            
	
              Exhibit
                A-M-3

            	
              Form
                of Class M-3 Certificate

            
	
              Exhibit
                A-M-4

            	
              Form
                of Class M-4 Certificate

            
	
              Exhibit
                A-M-5

            	
              Form
                of Class M-5 Certificate

            
	
              Exhibit
                A-M-6

            	
              Form
                of Class M-6 Certificate

            
	
              Exhibit
                A-M-7

            	
              Form
                of Class M-7 Certificate

            
	
              Exhibit
                A-M-8

            	
              Form
                of Class M-8 Certificate

            
	
              Exhibit
                A-M-9

            	
              Form
                of Class M-9 Certificate

            
	
              Exhibit
                A-M-10

            	
              Form
                of Class M-10 Certificate

            
	
              Exhibit
                A-CE

            	
              Form
                of Class CE Certificate

            
	
              Exhibit
                A-P

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-R

            	
              Form
                of Class R Certificate

            
	
              Exhibit
                A-R-X

            	
              Form
                of Class R-X Certificate

            
	
              Exhibit
                B

            	
              Form
                of Lost Note Affidavit

            
	
              Exhibit
                C-1

            	
              Form
                of Trustee’s Initial Certification

            
	
              Exhibit
                C-2

            	
              Form
                of Trustee’s Final Certification

            
	
              Exhibit
                C-3

            	
              Form
                of Trustee’s Receipt of Mortgage Note

            
	
              Exhibit
                D

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                E

            	
              Request
                for Release

            
	
              Exhibit
                F-1

            	
              Form
                of Transferor Representation Letter and Form of Transferee Representation
                Letter in Connection with Transfer of Class CE and Class P Certificates
                Pursuant to Rule 144A Under the 1933 Act

            
	
              Exhibit
                F-2

            	
              Form
                of Transfer Affidavit and Agreement and Form of Transferor Affidavit
                in
                Connection with Transfer of Residual Certificates

            
	
              Exhibit
                G

            	
              Form
                of Certification with respect to ERISA and the Code

            
	
              Exhibit
                H

            	
              Form
                of Interest Rate Swap Agreement

            
	
              Exhibit
                I

            	
              Loss
                Mitigation Action Plan

            
	
              Exhibit
                J-1 

            	
              Form
                of Certification to Be Provided by the Depositor with Form
                10-K

            
	
              Exhibit
                J-2

            	
              Form
                of Certification to Be Provided to Depositor by the
                Trustee

            
	
              Exhibit
                K

            	
              Form
                of Addition Notice

            
	
              Exhibit
                L

            	
              Form
                of Subsequent Transfer Instrument

            
	
              Exhibit
                M

            	
              Servicing
                Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
                N

            	
              Form
                10-D, Form 8-K and Form 10-K Reporting Responsibility

            
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	
              Prepayment
                Charge Schedule

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    This
      Pooling and Servicing Agreement, is dated and effective as of June 1, 2006,
      among ARGENT SECURITIES INC., as Depositor, AMERIQUEST MORTGAGE COMPANY, as
      Master Servicer, and DEUTSCHE BANK NATIONAL TRUST COMPANY, as
      Trustee.

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
      aggregate shall evidence the entire beneficial ownership interest in each REMIC
      (as defined herein) created hereunder. The Trust Fund shall consist of a
      segregated pool of assets consisting of the Mortgage Loans and certain other
      related assets subject to this Agreement.

     

    REMIC
      I

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the Mortgage Loans and certain other related assets subject to
      this Agreement (exclusive of the Pre-Funding Accounts, the Interest Coverage
      Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover
      Reserve Account and any Master Servicer Prepayment Charge Payment Amounts)
      as a
      REMIC for federal income tax purposes, and such segregated pool of assets shall
      be designated as “REMIC I.” The Class R-I Interest shall represent the sole
      class of “residual interests” in REMIC I for purposes of the REMIC Provisions
      (as defined herein). The following table irrevocably sets forth the designation,
      the REMIC I Remittance Rate, the initial Uncertificated Balance and, for
      purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for each of the REMIC I Regular Interests (as
      defined herein). None of the REMIC I Regular Interests shall be
      certificated.

     

    
      	
              Designation

            	
              REMIC
                I

              Remittance
                Rate

            	
              Initial
                Uncertificated 

              Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              LT1

            	
              Variable(2)

            	
              $
                1,429,047,462.98 

            	
              July
                25, 2036

            
	
              LT1PF

            	
              Variable(2)

            	
              $   
                312,449,420.00 

            	
              July
                25, 2036

            
	
              LT2

            	
              Variable(2)

            	
              $
                1,032,710,582.03 

            	
              July
                25, 2036

            
	
              LT2PF

            	
              Variable(2)

            	
              $  
                 225,793,622.00 

            	
              July
                25, 2036

            
	
              LTP

            	
              Variable(2)

            	
              $                
                 100.00

            	
              July
                25, 2036

            


    

    ________________

    
      	(1)	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date immediately following the maturity date for the
                Mortgage
                Loan with the latest maturity date plus one month has been designated
                as
                the “latest possible maturity date” for each REMIC I Regular
                Interest.

            


      	(2) 	Calculated in accordance with the definition
              of “REMIC I Remittance Rate” herein.


    

     

    

      REMIC
        II

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the REMIC I Regular Interests as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets shall be designated as “REMIC II.”
The Class R-II Interest shall evidence the sole class of “residual interests” in
        REMIC II for purposes of the REMIC Provisions. The following table irrevocably
        sets forth the designation, the REMIC II Remittance Rate, the initial
        Uncertificated Balance and, for purposes of satisfying Treasury regulation
        Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
        REMIC II Regular Interests (as defined herein). None of the REMIC II Regular
        Interests shall be certificated.

       

      
        	
                Designation

              	 	
                REMIC
                  II

                Remittance
                  Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                I

              	 	
                Variable(2)

              	 	
                $

              	
                119,336,561.67
                  

              	 	
                July
                  25, 2036

              
	
                I-1-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,308,536.99
                  

              	 	
                July
                  25, 2036

              
	
                I-1-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,308,536.99
                  

              	 	
                July
                  25, 2036

              
	
                I-2-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,492,607.34
                  

              	 	
                July
                  25, 2036

              
	
                I-2-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,492,607.34
                  

              	 	
                July
                  25, 2036

              
	
                I-3-A

              	 	
                Variable(2)

              	 	
                $

              	
                10,270,312.33
                  

              	 	
                July
                  25, 2036

              
	
                I-3-B

              	 	
                Variable(2)

              	 	
                $

              	
                10,270,312.33
                  

              	 	
                July
                  25, 2036

              
	
                I-4-A

              	 	
                Variable(2)

              	 	
                $

              	
                10,332,160.12
                  

              	 	
                July
                  25, 2036

              
	
                I-4-B

              	 	
                Variable(2)

              	 	
                $

              	
                10,332,160.12
                  

              	 	
                July
                  25, 2036

              
	
                I-5-A

              	 	
                Variable(2)

              	 	
                $

              	
                10,412,676.75
                  

              	 	
                July
                  25, 2036

              
	
                I-5-B

              	 	
                Variable(2)

              	 	
                $

              	
                10,412,676.75
                  

              	 	
                July
                  25, 2036

              
	
                I-6-A

              	 	
                Variable(2)

              	 	
                $

              	
                15,292,064.80
                  

              	 	
                July
                  25, 2036

              
	
                I-6-B

              	 	
                Variable(2)

              	 	
                $

              	
                15,292,064.80
                  

              	 	
                July
                  25, 2036

              
	
                I-7-A

              	 	
                Variable(2)

              	 	
                $

              	
                15,163,843.51
                  

              	 	
                July
                  25, 2036

              
	
                I-7-B

              	 	
                Variable(2)

              	 	
                $

              	
                15,163,843.51
                  

              	 	
                July
                  25, 2036

              
	
                I-8-A

              	 	
                Variable(2)

              	 	
                $

              	
                15,108,620.67
                  

              	 	
                July
                  25, 2036

              
	
                I-8-B

              	 	
                Variable(2)

              	 	
                $

              	
                15,108,620.67
                  

              	 	
                July
                  25, 2036

              
	
                I-9-A

              	 	
                Variable(2)

              	 	
                $

              	
                24,198,219.58
                  

              	 	
                July
                  25, 2036

              
	
                I-9-B

              	 	
                Variable(2)

              	 	
                $

              	
                24,198,219.58
                  

              	 	
                July
                  25, 2036

              
	
                I-10-A

              	 	
                Variable(2)

              	 	
                $

              	
                23,581,222.70
                  

              	 	
                July
                  25, 2036

              
	
                I-10-B

              	 	
                Variable(2)

              	 	
                $

              	
                23,581,222.70
                  

              	 	
                July
                  25, 2036

              
	
                I-11-A

              	 	
                Variable(2)

              	 	
                $

              	
                23,011,993.61
                  

              	 	
                July
                  25, 2036

              
	
                I-11-B

              	 	
                Variable(2)

              	 	
                $

              	
                23,011,993.61
                  

              	 	
                July
                  25, 2036

              
	
                I-12-A

              	 	
                Variable(2)

              	 	
                $

              	
                29,750,650.95
                  

              	 	
                July
                  25, 2036

              
	
                I-12-B

              	 	
                Variable(2)

              	 	
                $

              	
                29,750,650.95
                  

              	 	
                July
                  25, 2036

              
	
                I-13-A

              	 	
                Variable(2)

              	 	
                $

              	
                28,373,279.79
                  

              	 	
                July
                  25, 2036

              
	
                I-13-B

              	 	
                Variable(2)

              	 	
                $

              	
                28,373,279.79
                  

              	 	
                July
                  25, 2036

              
	
                I-14-A

              	 	
                Variable(2)

              	 	
                $

              	
                27,050,259.29
                  

              	 	
                July
                  25, 2036

              
	
                I-14-B

              	 	
                Variable(2)

              	 	
                $

              	
                27,050,259.29
                  

              	 	
                July
                  25, 2036

              
	
                I-15-A

              	 	
                Variable(2)

              	 	
                $

              	
                25,791,268.52
                  

              	 	
                July
                  25, 2036

              
	
                I-15-B

              	 	
                Variable(2)

              	 	
                $

              	
                25,791,268.52
                  

              	 	
                July
                  25, 2036

              
	
                I-16-A

              	 	
                Variable(2)

              	 	
                $

              	
                24,593,118.37
                  

              	 	
                July
                  25, 2036

              
	
                I-16-B

              	 	
                Variable(2)

              	 	
                $

              	
                24,593,118.37
                  

              	 	
                July
                  25, 2036

              
	
                I-17-A

              	 	
                Variable(2)

              	 	
                $

              	
                23,559,924.92
                  

              	 	
                July
                  25, 2036

              
	
                I-17-B

              	 	
                Variable(2)

              	 	
                $

              	
                23,559,924.92
                  

              	 	
                July
                  25, 2036

              
	
                I-18-A

              	 	
                Variable(2)

              	 	
                $

              	
                33,889,471.35
                  

              	 	
                July
                  25, 2036

              
	
                I-18-B

              	 	
                Variable(2)

              	 	
                $

              	
                33,889,471.35
                  

              	 	
                July
                  25, 2036

              
	
                I-19-A

              	 	
                Variable(2)

              	 	
                $

              	
                31,504,575.68
                  

              	 	
                July
                  25, 2036

              
	
                I-19-B

              	 	
                Variable(2)

              	 	
                $

              	
                31,504,575.68
                  

              	 	
                July
                  25, 2036

              
	
                I-20-A

              	 	
                Variable(2)

              	 	
                $

              	
                29,327,181.46
                  

              	 	
                July
                  25, 2036

              
	
                I-20-B

              	 	
                Variable(2)

              	 	
                $

              	
                29,327,181.46
                  

              	 	
                July
                  25, 2036

              
	
                I-21-A

              	 	
                Variable(2)

              	 	
                $

              	
                34,695,172.41
                  

              	 	
                July
                  25, 2036

              
	
                I-21-B

              	 	
                Variable(2)

              	 	
                $

              	
                34,695,172.41
                  

              	 	
                July
                  25, 2036

              
	
                I-22-A

              	 	
                Variable(2)

              	 	
                $

              	
                31,511,273.91
                  

              	 	
                July
                  25, 2036

              
	
                I-22-B

              	 	
                Variable(2)

              	 	
                $

              	
                31,511,273.91
                  

              	 	
                July
                  25, 2036

              
	
                I-23-A

              	 	
                Variable(2)

              	 	
                $

              	
                99,573,872.24
                  

              	 	
                July
                  25, 2036

              
	
                I-23-B

              	 	
                Variable(2)

              	 	
                $

              	
                99,573,872.24
                  

              	 	
                July
                  25, 2036

              
	
                I-24-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.93
                  

              	 	
                July
                  25, 2036

              
	
                I-24-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.93
                  

              	 	
                July
                  25, 2036

              
	
                I-25-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.20
                  

              	 	
                July
                  25, 2036

              
	
                I-25-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.20
                  

              	 	
                July
                  25, 2036

              
	
                I-26-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.20
                  

              	 	
                July
                  25, 2036

              
	
                I-26-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.20
                  

              	 	
                July
                  25, 2036

              
	
                I-27-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.93
                  

              	 	
                July
                  25, 2036

              
	
                I-27-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.93
                  

              	 	
                July
                  25, 2036

              
	
                I-28-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.20
                  

              	 	
                July
                  25, 2036

              
	
                I-28-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.20
                  

              	 	
                July
                  25, 2036

              
	
                I-29-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.93
                  

              	 	
                July
                  25, 2036

              
	
                I-29-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,334,882.93
                  

              	 	
                July
                  25, 2036

              
	
                I-30-A

              	 	
                Variable(2)

              	 	
                $

              	
                27,523,163.32
                  

              	 	
                July
                  25, 2036

              
	
                I-30-B

              	 	
                Variable(2)

              	 	
                $

              	
                27,523,163.32
                  

              	 	
                July
                  25, 2036

              
	
                I-31-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,040,644.28
                  

              	 	
                July
                  25, 2036

              
	
                I-31-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,040,644.28
                  

              	 	
                July
                  25, 2036

              
	
                I-32-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,040,644.28
                  

              	 	
                July
                  25, 2036

              
	
                I-32-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,040,644.28
                  

              	 	
                July
                  25, 2036

              
	
                I-33-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,040,644.28
                  

              	 	
                July
                  25, 2036

              
	
                I-33-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,040,644.28
                  

              	 	
                July
                  25, 2036

              
	
                I-34-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,040,643.55
                  

              	 	
                July
                  25, 2036

              
	
                I-34-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,040,643.55
                  

              	 	
                July
                  25, 2036

              
	
                I-35-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,040,644.28
                  

              	 	
                July
                  25, 2036

              
	
                I-35-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,040,644.28
                  

              	 	
                July
                  25, 2036

              
	
                I-36-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,750,612.39
                  

              	 	
                July
                  25, 2036

              
	
                I-36-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,750,612.39
                  

              	 	
                July
                  25, 2036

              
	
                I-37-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,575,642.81
                  

              	 	
                July
                  25, 2036

              
	
                I-37-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,575,642.81
                  

              	 	
                July
                  25, 2036

              
	
                I-38-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,400,769.01
                  

              	 	
                July
                  25, 2036

              
	
                I-38-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,400,769.01
                  

              	 	
                July
                  25, 2036

              
	
                I-39-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,258,899.47
                  

              	 	
                July
                  25, 2036

              
	
                I-39-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,258,899.47
                  

              	 	
                July
                  25, 2036

              
	
                I-40-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,120,884.44
                  

              	 	
                July
                  25, 2036

              
	
                I-40-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,120,884.44
                  

              	 	
                July
                  25, 2036

              
	
                I-41-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,007,954.21
                  

              	 	
                July
                  25, 2036

              
	
                I-41-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,007,954.21
                  

              	 	
                July
                  25, 2036

              
	
                I-42-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,921,018.72
                  

              	 	
                July
                  25, 2036

              
	
                I-42-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,921,018.72
                  

              	 	
                July
                  25, 2036

              
	
                I-43-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,841,375.02
                  

              	 	
                July
                  25, 2036

              
	
                I-43-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,841,375.02
                  

              	 	
                July
                  25, 2036

              
	
                I-44-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,767,962.97
                  

              	 	
                July
                  25, 2036

              
	
                I-44-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,767,962.97
                  

              	 	
                July
                  25, 2036

              
	
                I-45-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,653,669.30
                  

              	 	
                July
                  25, 2036

              
	
                I-45-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,653,669.30
                  

              	 	
                July
                  25, 2036

              
	
                I-46-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,528,619.71
                  

              	 	
                July
                  25, 2036

              
	
                I-46-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,528,619.71
                  

              	 	
                July
                  25, 2036

              
	
                I-47-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,416,235.15
                  

              	 	
                July
                  25, 2036

              
	
                I-47-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,416,235.15
                  

              	 	
                July
                  25, 2036

              
	
                I-48-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,307,705.83
                  

              	 	
                July
                  25, 2036

              
	
                I-48-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,307,705.83
                  

              	 	
                July
                  25, 2036

              
	
                I-49-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,201,570.34
                  

              	 	
                July
                  25, 2036

              
	
                I-49-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,201,570.34
                  

              	 	
                July
                  25, 2036

              
	
                I-50-A

              	 	
                Variable(2)

              	 	
                $

              	
                98,799,204.64
                  

              	 	
                July
                  25, 2036

              
	
                I-50-B

              	 	
                Variable(2)

              	 	
                $

              	
                98,799,204.64
                  

              	 	
                July
                  25, 2036

              
	
                II

              	 	
                Variable(2)

              	 	
                $

              	
                86,239,425.34
                  

              	 	
                July
                  25, 2036

              
	
                II-1-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,836,249.26
                  

              	 	
                July
                  25, 2036

              
	
                II-1-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,836,249.26
                  

              	 	
                July
                  25, 2036

              
	
                II-2-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,969,268.91
                  

              	 	
                July
                  25, 2036

              
	
                II-2-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,969,268.91
                  

              	 	
                July
                  25, 2036

              
	
                II-3-A

              	 	
                Variable(2)

              	 	
                $

              	
                7,421,908.92
                  

              	 	
                July
                  25, 2036

              
	
                II-3-B

              	 	
                Variable(2)

              	 	
                $

              	
                7,421,908.92
                  

              	 	
                July
                  25, 2036

              
	
                II-4-A

              	 	
                Variable(2)

              	 	
                $

              	
                7,466,603.63
                  

              	 	
                July
                  25, 2036

              
	
                II-4-B

              	 	
                Variable(2)

              	 	
                $

              	
                7,466,603.63
                  

              	 	
                July
                  25, 2036

              
	
                II-5-A

              	 	
                Variable(2)

              	 	
                $

              	
                7,524,789.50
                  

              	 	
                July
                  25, 2036

              
	
                II-5-B

              	 	
                Variable(2)

              	 	
                $

              	
                7,524,789.50
                  

              	 	
                July
                  25, 2036

              
	
                II-6-A

              	 	
                Variable(2)

              	 	
                $

              	
                11,050,911.45
                  

              	 	
                July
                  25, 2036

              
	
                II-6-B

              	 	
                Variable(2)

              	 	
                $

              	
                11,050,911.45
                  

              	 	
                July
                  25, 2036

              
	
                II-7-A

              	 	
                Variable(2)

              	 	
                $

              	
                10,958,251.49
                  

              	 	
                July
                  25, 2036

              
	
                II-7-B

              	 	
                Variable(2)

              	 	
                $

              	
                10,958,251.49
                  

              	 	
                July
                  25, 2036

              
	
                II-8-A

              	 	
                Variable(2)

              	 	
                $

              	
                10,918,344.33
                  

              	 	
                July
                  25, 2036

              
	
                II-8-B

              	 	
                Variable(2)

              	 	
                $

              	
                10,918,344.33
                  

              	 	
                July
                  25, 2036

              
	
                II-9-A

              	 	
                Variable(2)

              	 	
                $

              	
                17,487,002.92
                  

              	 	
                July
                  25, 2036

              
	
                II-9-B

              	 	
                Variable(2)

              	 	
                $

              	
                17,487,002.92
                  

              	 	
                July
                  25, 2036

              
	
                II-10-A

              	 	
                Variable(2)

              	 	
                $

              	
                17,041,126.05
                  

              	 	
                July
                  25, 2036

              
	
                II-10-B

              	 	
                Variable(2)

              	 	
                $

              	
                17,041,126.05
                  

              	 	
                July
                  25, 2036

              
	
                II-11-A

              	 	
                Variable(2)

              	 	
                $

              	
                16,629,768.89
                  

              	 	
                July
                  25, 2036

              
	
                II-11-B

              	 	
                Variable(2)

              	 	
                $

              	
                16,629,768.89
                  

              	 	
                July
                  25, 2036

              
	
                II-12-A

              	 	
                Variable(2)

              	 	
                $

              	
                21,499,504.05
                  

              	 	
                July
                  25, 2036

              
	
                II-12-B

              	 	
                Variable(2)

              	 	
                $

              	
                21,499,504.05
                  

              	 	
                July
                  25, 2036

              
	
                II-13-A

              	 	
                Variable(2)

              	 	
                $

              	
                20,504,137.71
                  

              	 	
                July
                  25, 2036

              
	
                II-13-B

              	 	
                Variable(2)

              	 	
                $

              	
                20,504,137.71
                  

              	 	
                July
                  25, 2036

              
	
                II-14-A

              	 	
                Variable(2)

              	 	
                $

              	
                19,548,048.21
                  

              	 	
                July
                  25, 2036

              
	
                II-14-B

              	 	
                Variable(2)

              	 	
                $

              	
                19,548,048.21
                  

              	 	
                July
                  25, 2036

              
	
                II-15-A

              	 	
                Variable(2)

              	 	
                $

              	
                18,638,230.23
                  

              	 	
                July
                  25, 2036

              
	
                II-15-B

              	 	
                Variable(2)

              	 	
                $

              	
                18,638,230.23
                  

              	 	
                July
                  25, 2036

              
	
                II-16-A

              	 	
                Variable(2)

              	 	
                $

              	
                17,772,379.13
                  

              	 	
                July
                  25, 2036

              
	
                II-16-B

              	 	
                Variable(2)

              	 	
                $

              	
                17,772,379.13
                  

              	 	
                July
                  25, 2036

              
	
                II-17-A

              	 	
                Variable(2)

              	 	
                $

              	
                17,025,735.08
                  

              	 	
                July
                  25, 2036

              
	
                II-17-B

              	 	
                Variable(2)

              	 	
                $

              	
                17,025,735.08
                  

              	 	
                July
                  25, 2036

              
	
                II-18-A

              	 	
                Variable(2)

              	 	
                $

              	
                24,490,449.90
                  

              	 	
                July
                  25, 2036

              
	
                II-18-B

              	 	
                Variable(2)

              	 	
                $

              	
                24,490,449.90
                  

              	 	
                July
                  25, 2036

              
	
                II-19-A

              	 	
                Variable(2)

              	 	
                $

              	
                22,766,989.32
                  

              	 	
                July
                  25, 2036

              
	
                II-19-B

              	 	
                Variable(2)

              	 	
                $

              	
                22,766,989.32
                  

              	 	
                July
                  25, 2036

              
	
                II-20-A

              	 	
                Variable(2)

              	 	
                $

              	
                21,193,481.04
                  

              	 	
                July
                  25, 2036

              
	
                II-20-B

              	 	
                Variable(2)

              	 	
                $

              	
                21,193,481.04
                  

              	 	
                July
                  25, 2036

              
	
                II-21-A

              	 	
                Variable(2)

              	 	
                $

              	
                25,072,695.09
                  

              	 	
                July
                  25, 2036

              
	
                II-21-B

              	 	
                Variable(2)

              	 	
                $

              	
                25,072,695.09
                  

              	 	
                July
                  25, 2036

              
	
                II-22-A

              	 	
                Variable(2)

              	 	
                $

              	
                22,771,829.84
                  

              	 	
                July
                  25, 2036

              
	
                II-22-B

              	 	
                Variable(2)

              	 	
                $

              	
                22,771,829.84
                  

              	 	
                July
                  25, 2036

              
	
                II-23-A

              	 	
                Variable(2)

              	 	
                $

              	
                71,957,715.26
                  

              	 	
                July
                  25, 2036

              
	
                II-23-B

              	 	
                Variable(2)

              	 	
                $

              	
                71,957,715.26
                  

              	 	
                July
                  25, 2036

              
	
                II-24-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,288.32
                  

              	 	
                July
                  25, 2036

              
	
                II-24-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,288.32
                  

              	 	
                July
                  25, 2036

              
	
                II-25-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,287.80
                  

              	 	
                July
                  25, 2036

              
	
                II-25-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,287.80
                  

              	 	
                July
                  25, 2036

              
	
                II-26-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,287.80
                  

              	 	
                July
                  25, 2036

              
	
                II-26-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,287.80
                  

              	 	
                July
                  25, 2036

              
	
                II-27-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,288.32
                  

              	 	
                July
                  25, 2036

              
	
                II-27-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,288.32
                  

              	 	
                July
                  25, 2036

              
	
                II-28-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,287.80
                  

              	 	
                July
                  25, 2036

              
	
                II-28-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,287.80
                  

              	 	
                July
                  25, 2036

              
	
                II-29-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,288.32
                  

              	 	
                July
                  25, 2036

              
	
                II-29-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,855,288.32
                  

              	 	
                July
                  25, 2036

              
	
                II-30-A

              	 	
                Variable(2)

              	 	
                $

              	
                19,889,795.43
                  

              	 	
                July
                  25, 2036

              
	
                II-30-B

              	 	
                Variable(2)

              	 	
                $

              	
                19,889,795.43
                  

              	 	
                July
                  25, 2036

              
	
                II-31-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,919,998.22
                  

              	 	
                July
                  25, 2036

              
	
                II-31-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,919,998.22
                  

              	 	
                July
                  25, 2036

              
	
                II-32-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,919,998.22
                  

              	 	
                July
                  25, 2036

              
	
                II-32-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,919,998.22
                  

              	 	
                July
                  25, 2036

              
	
                II-33-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,919,998.22
                  

              	 	
                July
                  25, 2036

              
	
                II-33-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,919,998.22
                  

              	 	
                July
                  25, 2036

              
	
                II-34-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,919,997.70
                  

              	 	
                July
                  25, 2036

              
	
                II-34-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,919,997.70
                  

              	 	
                July
                  25, 2036

              
	
                II-35-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,919,998.22
                  

              	 	
                July
                  25, 2036

              
	
                II-35-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,919,998.22
                  

              	 	
                July
                  25, 2036

              
	
                II-36-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,433,061.36
                  

              	 	
                July
                  25, 2036

              
	
                II-36-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,433,061.36
                  

              	 	
                July
                  25, 2036

              
	
                II-37-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,306,618.44
                  

              	 	
                July
                  25, 2036

              
	
                II-37-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,306,618.44
                  

              	 	
                July
                  25, 2036

              
	
                II-38-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,180,244.74
                  

              	 	
                July
                  25, 2036

              
	
                II-38-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,180,244.74
                  

              	 	
                July
                  25, 2036

              
	
                II-39-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,077,721.78
                  

              	 	
                July
                  25, 2036

              
	
                II-39-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,077,721.78
                  

              	 	
                July
                  25, 2036

              
	
                II-40-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,977,984.31
                  

              	 	
                July
                  25, 2036

              
	
                II-40-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,977,984.31
                  

              	 	
                July
                  25, 2036

              
	
                II-41-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,896,374.54
                  

              	 	
                July
                  25, 2036

              
	
                II-41-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,896,374.54
                  

              	 	
                July
                  25, 2036

              
	
                II-42-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,833,550.03
                  

              	 	
                July
                  25, 2036

              
	
                II-42-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,833,550.03
                  

              	 	
                July
                  25, 2036

              
	
                II-43-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,775,994.98
                  

              	 	
                July
                  25, 2036

              
	
                II-43-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,775,994.98
                  

              	 	
                July
                  25, 2036

              
	
                II-44-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,722,943.28
                  

              	 	
                July
                  25, 2036

              
	
                II-44-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,722,943.28
                  

              	 	
                July
                  25, 2036

              
	
                II-45-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,640,348.20
                  

              	 	
                July
                  25, 2036

              
	
                II-45-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,640,348.20
                  

              	 	
                July
                  25, 2036

              
	
                II-46-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,549,980.29
                  

              	 	
                July
                  25, 2036

              
	
                II-46-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,549,980.29
                  

              	 	
                July
                  25, 2036

              
	
                II-47-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,468,764.85
                  

              	 	
                July
                  25, 2036

              
	
                II-47-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,468,764.85
                  

              	 	
                July
                  25, 2036

              
	
                II-48-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,390,335.42
                  

              	 	
                July
                  25, 2036

              
	
                II-48-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,390,335.42
                  

              	 	
                July
                  25, 2036

              
	
                II-49-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,313,635.91
                  

              	 	
                July
                  25, 2036

              
	
                II-49-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,313,635.91
                  

              	 	
                July
                  25, 2036

              
	
                II-50-A

              	 	
                Variable(2)

              	 	
                $

              	
                71,397,896.61
                  

              	 	
                July
                  25, 2036

              
	
                II-50-B

              	 	
                Variable(2)

              	 	
                $

              	
                71,397,896.61
                  

              	 	
                July
                  25, 2036

              
	
                P

              	 	
                Variable(2)

              	 	
                $

              	
                100.00
                  

              	 	
                July
                  25, 2036

              


      

      ________________

      
        	(1)	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following the maturity date for the
                  Mortgage
                  Loan with the latest maturity date plus one month has been designated
                  as
                  the “latest possible maturity date” for each REMIC II Regular
                  Interest.

              


      

      
        	(2)	
                Calculated
                  in accordance with the definition of “REMIC II Remittance Rate”
                  herein.

              


      

      


      REMIC
        III

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the REMIC II Regular Interests as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets shall be designated as “REMIC III.”
The Class R-III Interest shall evidence the sole class of “residual interests”
in REMIC III for purposes of the REMIC Provisions. The following table
        irrevocably sets forth the designation, the REMIC III Remittance Rate, the
        initial Uncertificated Balance and, for purposes of satisfying Treasury
        regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        each of the REMIC III Regular Interests (as defined herein). None of the
        REMIC
        III Regular Interests shall be certificated.

       

      
        	
                 

                Designation

              	 	
                REMIC
                  III Remittance Rate

              	 	
                Initial
                  Uncertificated Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                III-LTAA

              	 	
                Variable(2)

              	 	
                $

              	
                1,470,000,483.63

              	 	
                July
                  25, 2036

              
	
                III-LTA1

              	 	
                Variable(2)

              	 	
                $

              	
                7,009,525.00

              	 	
                July
                  25, 2036

              
	
                III-LTA2A

              	 	
                Variable(2)

              	 	
                $

              	
                2,178,870.00

              	 	
                July
                  25, 2036

              
	
                III-LTA2B

              	 	
                Variable(2)

              	 	
                $

              	
                1,045,070.00

              	 	
                July
                  25, 2036

              
	
                III-LTA2C

              	 	
                Variable(2)

              	 	
                $

              	
                1,345,335.00

              	 	
                July
                  25, 2036

              
	
                III-LTA2D

              	 	
                Variable(2)

              	 	
                $

              	
                496,200.00

              	 	
                July
                  25, 2036

              
	
                III-LTM1

              	 	
                Variable(2)

              	 	
                $

              	
                525,000.00

              	 	
                July
                  25, 2036

              
	
                III-LTM2

              	 	
                Variable(2)

              	 	
                $

              	
                465,000.00

              	 	
                July
                  25, 2036

              
	
                III-LTM3

              	 	
                Variable(2)

              	 	
                $

              	
                277,500.00

              	 	
                July
                  25, 2036

              
	
                III-LTM4

              	 	
                Variable(2)

              	 	
                $

              	
                255,000.00

              	 	
                July
                  25, 2036

              
	
                III-LTM5

              	 	
                Variable(2)

              	 	
                $

              	
                240,000.00

              	 	
                July
                  25, 2036

              
	
                III-LTM6

              	 	
                Variable(2)

              	 	
                $

              	
                225,000.00

              	 	
                July
                  25, 2036

              
	
                III-LTM7

              	 	
                Variable(2)

              	 	
                $

              	
                202,500.00

              	 	
                July
                  25, 2036

              
	
                III-LTM8

              	 	
                Variable(2)

              	 	
                $

              	
                165,000.00

              	 	
                July
                  25, 2036

              
	
                III-LTM9

              	 	
                Variable(2)

              	 	
                $

              	
                112,500.00

              	 	
                July
                  25, 2036

              
	
                III-LTM10

              	 	
                Variable(2)

              	 	
                $

              	
                150,000.00

              	 	
                July
                  25, 2036

              
	
                III-LTZZ

              	 	
                Variable(2)

              	 	
                $

              	
                15,307,509.87

              	 	
                July
                  25, 2036

              
	
                III-LTP

              	 	
                Variable(2)

              	 	
                $

              	
                100.00

              	 	
                July
                  25, 2036

              
	
                III-LT1SUB

              	 	
                Variable(2)

              	 	
                $

              	
                33,959.18

              	 	
                July
                  25, 2036

              
	
                III-LT1GRP

              	 	
                Variable(2)

              	 	
                $

              	
                142,904.75

              	 	
                July
                  25, 2036

              
	
                III-LT2SUB

              	 	
                Variable(2)

              	 	
                $

              	
                24,540.92

              	 	
                July
                  25, 2036

              
	
                III-LT2GRP

              	 	
                Variable(2)

              	 	
                $

              	
                103,271.06

              	 	
                July
                  25, 2036

              
	
                III-XX

              	 	
                Variable(2)

              	 	
                $

              	
                1,499,695,817.60

              	 	
                July
                  25, 2036

              
	
                III-IO

              	 	
                Variable(2)

              	 	 	
                (3)

              	 	
                July
                  25, 2036

              


      

      ________________

      
        	(1)	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following the maturity date for the
                  Mortgage
                  Loan with the latest maturity date plus one month has been designated
                  as
                  the “latest possible maturity date” for each REMIC III Regular
                  Interest.

              


      

      
        	(2)	
                Calculated
                  in accordance with the definition of “REMIC III Remittance Rate”
                  herein.

              


      

      
        	(3)	
                REMIC
                  III Regular Interest III-IO will not have an Uncertificated Balance,
                  but
                  will accrue interest on its Uncertificated Notional
                  Amount.

              


      

      


      REMIC
        IV

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the REMIC III Regular Interests as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets shall be designated as “REMIC IV.”
The Class R-IV Interest shall evidence the sole class of “residual interests” in
        REMIC IV for purposes of the REMIC Provisions. The following table irrevocably
        sets forth the designation, the Pass-Through Rate, the initial aggregate
        Certificate Principal Balance and, for purposes of satisfying Treasury
        regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        the indicated classes of Certificates and interests.

       

      Each
        Certificate, other than the Class P Certificate, the Class CE Certificate
        and
        the Class R Certificates, represents ownership of a Regular Interest in REMIC
        IV
        and also represents (i) the right to receive payments with respect to the
        Net
        WAC Rate Carryover Amount (as defined herein) and (ii) the obligation to
        pay
        Class IO Distribution Amounts (as defined herein). The entitlement to principal
        of the Regular Interest which corresponds to each Certificate shall be equal
        in
        amount and timing to the entitlement to principal of such Certificate.


       

      
        	
                 Designation

              	 	
                Pass-Through
                  Rate

              	 	
                Initial
                  Aggregate

                Certificate
                  Principal

                Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                Class
                  A-1

              	 	
                Variable(2)

              	 	
                $

              	
                1,401,905,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  A-2A

              	 	
                Variable(2)

              	 	
                $

              	
                435,774,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  A-2B

              	 	
                Variable(2)

              	 	
                $

              	
                209,014,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  A-2C

              	 	
                Variable(2)

              	 	
                $

              	
                269,067,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  A-2D

              	 	
                Variable(2)

              	 	
                $

              	
                99,240,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  M-1

              	 	
                Variable(2)

              	 	
                $

              	
                105,000,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  M-2

              	 	
                Variable(2)

              	 	
                $

              	
                93,000,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  M-3

              	 	
                Variable(2)

              	 	
                $

              	
                55,500,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  M-4

              	 	
                Variable(2)

              	 	
                $

              	
                51,000,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  M-5

              	 	
                Variable(2)

              	 	
                $

              	
                48,000,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  M-6

              	 	
                Variable(2)

              	 	
                $

              	
                45,000,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  M-7

              	 	
                Variable(2)

              	 	
                $

              	
                40,500,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  M-8

              	 	
                Variable(2)

              	 	
                $

              	
                33,000,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  M-9

              	 	
                Variable(2)

              	 	
                $

              	
                22,500,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  M-10

              	 	
                Variable(2)

              	 	
                $

              	
                30,000,000.00

              	 	
                July
                  25, 2036

              
	
                Class
                  CE Interest

              	 	
                Variable(2)(3)

              	 	
                $

              	
                61,500,987.01

              	 	
                July
                  25, 2036

              
	
                Class
                  P Interest

              	 	
                Variable(2)(4)

              	 	
                $

              	
                100.00

              	 	
                July
                  25, 2036

              
	
                Class
                  SWAP-IO Interest

              	 	
                N/A(5)

              	 	 	
                N/A(5)

              	 	
                July
                  25, 2036

              


      

      ________________

      
        	(1)	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following the maturity date for the
                  Mortgage
                  Loan with the latest maturity date plus one month has been designated
                  as
                  the “latest possible maturity date” for each Class of Certificates and
                  interests.

              


      

      
        	(2)	
                Calculated
                  in accordance with the definition of “Pass-Through Rate”
                  herein.

              


      

      
        	(3)	
                The
                  Class CE Interest shall accrue interest at their variable Pass-Through
                  Rate on the Notional Amount of the Class CE Interest outstanding
                  from time
                  to time which shall equal the aggregate Uncertificated Balance
                  of the
                  REMIC III Regular Interests, other than REMIC III Regular Interest
                  III-LTP. The Class CE Interest shall not accrue interest on its
                  Certificate Principal Balance. 

              


      

      
        	(4)	
                The
                  Class P Interest will be entitled to 100% of amounts distributed
                  in
                  respect of REMIC III Regular Interest
                  LTP.

              


      

      
        	(5)	
                The
                  Class SWAP-IO Interest will not have a Pass-Through Rate or a Certificate
                  Principal Balance, but will be entitled to 100% of amounts distributed
                  on
                  REMIC III Regular Interest III-IO.

              


      

      


      


      REMIC
        V

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the Class CE Interest as a REMIC for federal income tax purposes,
        and such segregated pool of assets shall be designated as “REMIC V.” The Class
        R-V Interest shall evidence the sole class of “residual interests” in REMIC V
        for purposes of the REMIC Provisions under federal income tax law. The following
        table irrevocably sets forth the designation, the Pass-Through Rate, the
        initial
        aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
        regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        the indicated Class of Certificates.

       

       

      
        	
                Designation

              	 	
                Pass-Through
                  Rate

              	 	
                Initial
                  Aggregate

                Certificate
                  Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              	 
	
                Class
                  CE Certificates

              	 	
                Variable(2)

              	 	
                $

              	
                61,500,987.01

              	 	
                July
                  25, 2036

              	 


      

      ________________

      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following the maturity date for the
                  Mortgage
                  Loan with the latest maturity date plus one month has been designated
                  as
                  the “latest possible maturity date” for the Class CE
                  Certificates.

              
	
                (2)

              	
                The
                  Class CE Certificates shall receive 100% of amounts received in
                  respect of
                  the Class CE Interest.

              


      

      


       

      REMIC
        VI

       

      As
        provided herein, the Trustee shall make an election to treat the segregated
        pool
        of assets consisting of the Class P Interest as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets shall be designated as “REMIC VI.”
The Class R-VI Interest represents the sole class of “residual interests” in
        REMIC VI for purposes of the REMIC Provisions. The following table irrevocably
        sets forth the designation, the Pass-Through Rate, the initial aggregate
        Certificate Principal Balance and, for purposes of satisfying Treasury
        regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        the indicated Class of Certificates.

       

       

      
        	
                Designation

              	 	
                Pass-Through
                  Rate

              	 	
                Initial
                  Aggregate

                Certificate
                  Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              	 
	
                Class
                  P Certificates

              	 	
                Variable(2)

              	 	
                $

              	
                100.00

              	 	
                July
                  25, 2036

              	 


      

      ________________

      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following the maturity date for the
                  Mortgage
                  Loan with the latest maturity date plus one month has been designated
                  as
                  the “latest possible maturity date” for the Class P
                  Certificates.

              
	
                (2)

              	
                The
                  Class P Certificates shall receive 100% of amounts received in
                  respect of
                  the Class P Interest.

              


      

      


       

      REMIC
        VII

       

      As
        provided herein, the Trustee shall make an election to treat the segregated
        pool
        of assets consisting of the Class SWAP-IO Interest as a REMIC for federal
        income
        tax purposes, and such segregated pool of assets shall be designated as “REMIC
        VII.” The Class R-VII Interest represents the sole class of “residual interests”
in REMIC VII for purposes of the REMIC Provisions. The following table
        irrevocably sets forth the designation, the Pass-Through Rate, the initial
        aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
        regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        the indicated REMIC VII Regular Interest, which will be
        uncertificated.

       

       

      
        	
                Designation

              	 	
                Pass-Through
                  Rate

              	 	
                Initial
                  Aggregate

                Certificate
                  Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              	 
	
                SWAP-IO

              	 	
                Variable(2)

              	 	
                N/A

              	 	
                July
                  25, 2036

              	 


      

      ________________

      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following the maturity date for the
                  Mortgage
                  Loan with the latest maturity date plus one month has been designated
                  as
                  the “latest possible maturity date” for REMIC VII Regular Interest
                  SWAP-IO.

              
	
                (2)

              	
                REMIC
                  VII Regular Interest SWAP-IO shall receive 100% of amounts received
                  in
                  respect of the Class SWAP-IO
                  Interest.

              


      

      


      As
        of the
        Cut-off Date, the Initial Group I Mortgage Loans had an aggregate Scheduled
        Principal Balance equal to $1,429,047,462.98 and the Initial Group II Mortgage
        Loans had an aggregate Scheduled Principal Balance equal to
        $1,032,710,582.03.

       

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


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        I


      DEFINITIONS

       

      SECTION
        1.01. Defined
        Terms.

       

      Whenever
        used in this Agreement, including, without limitation, in the Preliminary
        Statement hereto, the following words and phrases, unless the context otherwise
        requires, shall have the meanings specified in this Article. Unless otherwise
        specified, all calculations described herein shall be made on the basis of
        a
        360-day year consisting of twelve 30-day months and all calculations on each
        Regular Interest shall be made on the basis of a 360-day year and the actual
        number of days in the month.

       

      “Accrued
        Certificate Interest”: With respect to any Class of Certificates (other than the
        Class P Certificates and the Residual Certificates) and each Distribution
        Date,
        interest accrued during the related Interest Accrual Period at the Pass-Through
        Rate for such Certificate for such Distribution Date on the Certificate
        Principal Balance, in the case of the Adjustable-Rate Certificates and the
        Fixed-Rate Certificates, or on the Notional Amount, in the case of the Class
        CE
        Certificates, of such Certificate immediately prior to such Distribution
        Date.
        The Class P Certificates are not entitled to distributions in respect of
        interest and, accordingly, shall not accrue interest. All distributions of
        interest on the Adjustable-Rate Certificates shall be calculated on the basis
        of
        a 360-day year and the actual number of days in the applicable Interest Accrual
        Period. All distributions of interest on the Fixed-Rate Certificates and
        the
        Class CE Certificates shall be based on a 360-day year consisting of twelve
        30-day months. Accrued Certificate Interest with respect to each Distribution
        Date, as to any Class A Certificate or Mezzanine Certificate, shall be reduced
        by an amount equal to the portion allocable to such Certificate pursuant
        to
        Section 1.02 hereof of the sum of (a) the aggregate Prepayment Interest
        Shortfall, if any, for such Distribution Date to the extent not covered by
        payments pursuant to Section 4.03(e) or allocated to the Class CE Certificates
        pursuant to Section 1.02 and (b) the aggregate amount of any Relief Act Interest
        Shortfall, if any, for such Distribution Date not allocated to the Class
        CE
        Certificates pursuant to Section 1.02. Accrued Certificate Interest with
        respect
        to each Distribution Date and any Class CE Certificate shall be reduced by
        (a)
        Prepayment Interest Shortfalls, if any, allocated to such Class of Certificates
        pursuant to Section 1.02 hereof, (b) Relief Act Interest Shortfalls, if any,
        allocated to such Class of Certificates pursuant to Section 1.02 hereof and
        (c)
        an amount equal to the portion of Realized Losses, if any, allocable to interest
        on the Class CE Certificate pursuant to Section 4.04 hereof.

       

      “Addition
        Notice”: With respect to the transfer of Subsequent Mortgage Loans to the Trust
        Fund pursuant to Section 2.09, a notice of the Depositor’s designation of the
        Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate
        Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent
        Cut-off Date. The Addition Notice shall be given not later than three Business
        Days prior to the related Subsequent Transfer Date and shall be substantially
        in
        the form of Exhibit K.

       

      “Adjustable-Rate
        Certificates”: The Class A Certificates and the Mezzanine
        Certificates.

       

      “Adjustable-Rate
        Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
        Schedule as having a Mortgage Rate that is subject to adjustment.

       

      “Adjustment
        Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
        month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
        the
        related Mortgage Note. The first Adjustment Date following the Cut-off Date
        as
        to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
        Schedule.

       

      “Advance”:
        As to any Mortgage Loan or REO Property, any advance made by the Master Servicer
        or a successor Master Servicer in respect of any Distribution Date representing
        the aggregate of all payments of principal and interest, net of the Servicing
        Fee, that were due during the related Due Period on the Mortgage Loans and
        that
        were delinquent on the related Determination Date, plus certain amounts
        representing assumed payments not covered by any current net income on the
        Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure
        as
        determined pursuant to Section 4.03.

       

      “Affiliate”:
        With respect to any specified Person, any other Person controlling or controlled
        by or under common control with such specified Person. For the purposes of
        this
        definition, “control,” when used with respect to any specified Person, means the
        power to direct the management and policies of such Person, directly or
        indirectly, whether through the ownership of voting securities, by contract
        or
        otherwise, and the terms “controlling” and “controlled” have meanings
        correlative to the foregoing.

       

      “Agreement”:
        This Pooling and Servicing Agreement and all amendments hereof and supplements
        hereto.

       

      “Allocated
        Realized Loss Amount”: With respect to any Distribution Date and any Class of
        Mezzanine Certificates, the sum of (i) the Realized Losses allocated to such
        Class of Certificates on such Distribution Date and (ii) the amount of any
        Allocated Realized Loss Amount for such Class of Certificates remaining
        undistributed from the previous Distribution Date, reduced by the amount
        of the
        increase in the Certificate Principal Balance of such Class of Certificates
        due
        to the receipt of Subsequent Recoveries as provided in Section
        4.01.

       

      “Annual
        Statement of Compliance”: As defined in Section 3.19.

       

      “Applicable
        Regulations”: As to any Mortgage Loan, all federal, state and local laws,
        statutes, rules and regulations applicable thereto.

       

      “Assessment
        of Compliance”: As defined in Section 3.20.

       

      “Assignment”:
        An assignment of Mortgage, notice of transfer or equivalent instrument, in
        recordable form (excepting therefrom if applicable, the mortgage recordation
        information which has not been returned by the applicable recorder’s office
        and/or the assignee’s name), which is sufficient under the laws of the
        jurisdiction wherein the related Mortgaged Property is located to reflect
        of
        record the sale of the Mortgage.

       

      “Attestation
        Report”: As defined in Section 3.20.

       

      “Available
        Funds”: With respect to any Distribution Date, an amount equal to (1) the sum of
        (a) the aggregate of the amounts on deposit in the Collection Account and
        Distribution Account as of the close of business on the related Determination
        Date, including any Subsequent Recoveries, (b) the aggregate of any amounts
        received in respect of an REO Property withdrawn from any REO Account and
        deposited in the Distribution Account for such Distribution Date pursuant
        to
        Section 3.13, (c) Compensating Interest, if any, deposited in the Distribution
        Account by the Master Servicer in respect of Prepayment Interest Shortfalls
        for
        such Distribution Date pursuant to Section 4.03(e), (d) the aggregate of
        any
        Advances made by the Master Servicer for such Distribution Date pursuant
        to
        Section 4.03, (e) with respect to the Distribution Date immediately following
        the end of the Funding Period, any amounts previously held in the Pre-Funding
        Accounts after giving effect to any purchase of Subsequent Mortgage Loans
        and
        any amounts withdrawn by the Trustee from the Interest Coverage Accounts
        for
        distribution on the Certificates on such Distribution Date, and (f) the
        aggregate of any Advances made by the successor Master Servicer or the Trustee
        for such Distribution Date pursuant to Section 7.02(b), reduced (to not less
        than zero) by (2) the sum of (x) the portion of the amount described in clause
        (1)(a) above that represents (i) Monthly Payments on the Mortgage Loans received
        from a Mortgagor on or prior to the Determination Date but due during any
        Due
        Period subsequent to the related Due Period, (ii) Principal Prepayments on
        the
        Mortgage Loans received after the related Prepayment Period (together with
        any
        interest payments received with such Principal Prepayments to the extent
        they
        represent the payment of interest accrued on the Mortgage Loans during a
        period
        subsequent to the related Prepayment Period), (iii) Liquidation Proceeds,
        Insurance Proceeds and Subsequent Recoveries received in respect of the Mortgage
        Loans after the related Prepayment Period, (iv) amounts reimbursable or payable
        to the Depositor, the Master Servicer, the Trustee, the Seller or any
        Sub-Servicer pursuant to Section 3.05 or Section 3.06 or otherwise payable
        in
        respect of Extraordinary Trust Fund Expenses, (v) Stayed Funds, (vi) the
        Trustee
        Fee payable from the Distribution Account pursuant to Section 8.05 and the
        PMI
        Insurer Fee payable from the Distribution Account pursuant to Section 3.22,
        (vii) amounts deposited in the Collection Account or the Distribution Account
        in
        error and (viii) the amount of any Prepayment Charges collected by the Master
        Servicer and the amount of any Master Servicer Prepayment Charge Payment
        Amounts, (y) amounts reimbursable to the Trustee for an advance made pursuant
        to
        Section 7.02(b) which advance the Trustee has determined to be nonrecoverable
        from the Stayed Funds in respect of which it was made and (z) any Net Swap
        Payment or any Swap Termination Payments owed to the Interest Rate Swap Provider
        other
        than due to a Swap Provider Trigger Event (after taking into account any
        upfront
        payment received by the Interest Rate Swap Provider from the counterparty
        to a
        replacement similar agreement).

       

      “Bankruptcy
        Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
        as amended.

       

      “Bankruptcy
        Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
        Deficient Valuation or Debt Service Reduction.

       

      “Book-Entry
        Certificate”: Any Certificate registered in the name of the Depository or its
        nominee. Initially, the Book-Entry Certificates shall be the Class A
        Certificates and the Mezzanine Certificates.

       

      “Book-Entry
        Custodian”: The custodian appointed pursuant to Section 5.01.

       

      “Business
        Day”: Any day other than a Saturday, a Sunday or a day on which banking or
        savings and loan institutions in the State of California, the State of New
        York,
        or in the city in which the Corporate Trust Office of the Trustee is located,
        are authorized or obligated by law or executive order to be closed.

       

      “Certificate”:
        Any one of the Depositor’s Asset-Backed Pass-Through Certificates, Series
        2006-M1, Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-2D, Class
        M-1,
        Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
        Class M-9, Class M-10, Class CE, Class P, Class R and Class R-X, issued under
        this Agreement.

       

      “Certificate
        Factor”: With respect to any Class of Regular Certificates as of any
        Distribution Date, a fraction, expressed as a decimal carried to six places,
        the
        numerator of which is the Certificate Principal Balance (or the Notional
        Amount,
        in the case of the Class CE Certificates) of such Class of Certificates on
        such
        Distribution Date (after giving effect to any distributions of principal
        and
        allocations of Realized Losses in reduction of the Certificate Principal
        Balance
        (or the Notional Amount, in the case of the Class CE Certificates) of such
        Class
        of Certificates to be made on such Distribution Date), and the denominator
        of
        which is the initial aggregate Certificate Principal Balance (or the Notional
        Amount, in the case of the Class CE Certificates) of such Class of Certificates
        as of the Closing Date.

       

      “Certificateholder”
        or “Holder”: The Person in whose name a Certificate is registered in the
        Certificate Register, except that a Disqualified Organization or a Non-United
        States Person shall not be a Holder of a Residual Certificate for any purposes
        hereof and, solely for the purposes of giving any consent pursuant to this
        Agreement, any Certificate registered in the name of the Depositor or the
        Master
        Servicer or any Affiliate thereof shall be deemed not to be outstanding and
        the
        Voting Rights to which it is entitled shall not be taken into account in
        determining whether the requisite percentage of Voting Rights necessary to
        effect any such consent has been obtained, except as otherwise provided in
        Section 11.01. The Trustee and the NIMS Insurer may conclusively rely upon
        a
        certificate of the Depositor or the Master Servicer in determining whether
        a
        Certificate is held by an Affiliate thereof. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they
        may indirectly exercise such rights through the Depository and participating
        members thereof, except as otherwise specified herein; provided, however,
        that
        the Trustee and the NIMS Insurer shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in
        the Certificate Register.

       

      “Certificate
        Margin”: With respect to each Class of Adjustable-Rate Certificates and, for
        purposes of the Marker Rate and the Maximum III-LTZZ Uncertificated Interest
        Deferral Amount, the specified REMIC III Regular Interest, as
        follows:

       

      
        	
                Class

              	
                REMIC
                  II Regular Interest

              	
                Certificate
                  Margin

              
	
                (1)
                  (%)

              	
                (2)
                  (%)

              
	
                A-1

              	
                REMIC
                  III Regular Interest III-LTA1

              	
                0.150

              	
                0.300

              
	
                A-2A

              	
                REMIC
                  III Regular Interest III-LTA2A

              	
                0.030

              	
                0.060

              
	
                A-2B

              	
                REMIC
                  III Regular Interest III-LTA2B

              	
                0.090

              	
                0.180

              
	
                A-2C

              	
                REMIC
                  III Regular Interest III-LTA2C

              	
                0.150

              	
                0.300

              
	
                A-2D

              	
                REMIC
                  III Regular Interest III-LTA2D

              	
                0.240

              	
                0.480

              
	
                M-1

              	
                REMIC
                  III Regular Interest III-LTM1

              	
                0.290

              	
                0.435

              
	
                M-2

              	
                REMIC
                  III Regular Interest III-LTM2

              	
                0.320

              	
                0.480

              
	
                M-3

              	
                REMIC
                  III Regular Interest III-LTM3

              	
                0.350

              	
                0.525

              
	
                M-4

              	
                REMIC
                  III Regular Interest III-LTM4

              	
                0.380

              	
                0.570

              
	
                M-5

              	
                REMIC
                  III Regular Interest III-LTM5

              	
                0.420

              	
                0.630

              
	
                M-6

              	
                REMIC
                  III Regular Interest III-LTM6

              	
                0.490

              	
                0.735

              
	
                M-7

              	
                REMIC
                  III Regular Interest III-LTM7

              	
                1.000

              	
                1.500

              
	
                M-8

              	
                REMIC
                  III Regular Interest III-LTM8

              	
                1.200

              	
                1.800

              
	
                M-9

              	
                REMIC
                  III Regular Interest III-LTM9

              	
                2.100

              	
                3.150

              
	
                M-10

              	
                REMIC
                  III Regular Interest III-LTM10

              	
                2.500

              	
                3.750

              


      

      __________

      (1) For
        the
        Interest Accrual Period for each Distribution Date on or prior to the Optional
        Termination Date.

      (2) For
        the
        Interest Accrual Period for each Distribution Date after the Optional
        Termination Date.

      


      “Certificate
        Owner”: With respect to a Book-Entry Certificate, the Person who is the
        beneficial owner of such Certificate as reflected on the books of the Depository
        or on the books of a Depository Participant or on the books of an indirect
        participating brokerage firm for which a Depository Participant acts as
        agent.

       

      “Certificate
        Principal Balance”: With respect to each Class A Certificate, Mezzanine
        Certificate or Class P Certificate as of any date of determination, the
        Certificate Principal Balance of such Certificate on the Distribution Date
        immediately prior to such date of determination plus, with respect to each
        Mezzanine Certificate, any increase in the Certificate Principal Balance
        of such
        Certificate pursuant to Section 4.01 due to the receipt of Subsequent
        Recoveries, minus all distributions allocable to principal made thereon on
        such
        Distribution Date and, in the case of a Mezzanine Certificate, Realized Losses
        allocated thereto on such immediately prior Distribution Date (or, in the
        case
        of any date of determination up to and including the first Distribution Date,
        the initial Certificate Principal Balance of such Certificate, as stated
        on the
        face thereof). With respect to each Class CE Certificate as of any date of
        determination, an amount equal to the Percentage Interest evidenced by such
        Certificate times the excess, if any, of (A) the sum of the aggregate
        Uncertificated Balance of the REMIC II Regular Interests and any amount on
        deposit in the Pre-Funding Accounts over (B) the then aggregate Certificate
        Principal Balance of the Class A Certificates, the Mezzanine Certificates
        and
        the Class P Certificates then outstanding.

       

      “Certificate
        Register” and “Certificate Registrar”: The register maintained and the registrar
        appointed pursuant to Section 5.02.

       

      “Class”:
        Collectively, all of the Certificates bearing the same class
        designation.

       

      “Class
        A
        Certificate”: Any one of the Class A-1, Class A-2A, Class A-2B, Class A-2C and
        Class A-2D Certificates.

       

      “Class
        A
        Principal Distribution Amount”: With respect to any Distribution Date, an amount
        equal to the sum of (i) the Senior Group I Principal Distribution Amount
        and
        (ii) the Senior Group II Principal Distribution Amount.

       

      “Class
        A-1 Certificate”: Any one of the Class A-1 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-A-1 and evidencing (i) a Regular Interest
        in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      “Class
        A-2A Certificate”: Any one of the Class A-2A Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-A-2A and evidencing
        (i) a
        Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        A-2B Certificate”: Any one of the Class A-2B Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-A-2B and evidencing
        (i) a
        Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        A-2C Certificate”: Any one of the Class A-2C Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-A-2C and evidencing
        (i) a
        Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        A-2D Certificate”: Any one of the Class A-2D Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-A-2D and evidencing
        (i) a
        Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        CE
        Certificate”: Any one of the Class CE Certificates executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A-CE and evidencing (i) a Regular Interest
        in
        REMIC V, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap
        Termination Payments and (iii) the right to receive the Class IO Distribution
        Amount.

       

      “Class
        CE
        Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
        behalf of the Holders of the Class CE Certificates, evidencing a Regular
        Interest in REMIC III for purposes of the REMIC Provisions.

       

      “Class
        IO
        Distribution Amount”: As defined in Section 3.20 hereof. For purposes of
        clarity, the Class IO Distribution Amount for any Distribution Date shall
        equal
        the amount payable to the Swap Administrator on such Distribution Date in
        excess
        of the amount payable on the Class SWAP-IO Interest on such Distribution
        Date,
        all as further provided in Section 3.20 hereof.

       

      “Class
        SWAP-IO Interest”: An uncertificated interest in the Trust Fund evidencing a
        Regular Interest in REMIC IV.

       

      “Class
        M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-M-1 and evidencing (i) a Regular Interest
        in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-1 Principal Distribution Amount”: With respect to any Distribution Date, an
        amount, not less than zero, equal to the lesser of (I) the Certificate Principal
        Balance of the Class M-1 Certificates immediately prior to such Distribution
        Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        payment of the Class A Principal Distribution Amount on such Distribution
        Date)
        and (ii) the Certificate Principal Balance of the Class M-1 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) 68.00% and (ii) the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and (B) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) minus
        $14,999,994.63.

       

      “Class
        M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-M-2 and evidencing (i) a Regular Interest
        in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-2 Principal Distribution Amount”: With respect to any Distribution Date, an
        amount, not less than zero, equal to the lesser of (I) the Certificate Principal
        Balance of the Class M-2 Certificates immediately prior to such Distribution
        Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        payment of the Class A Principal Distribution Amount on such Distribution
        Date),
        (ii) the Certificate Principal Balance of the Class M-1 Certificates (after
        taking into account the payment of the Class M-1 Principal Distribution Amount
        on such Distribution Date) and (iii) the Certificate Principal Balance of
        the
        Class M-2 Certificates immediately prior to such Distribution Date over (y)
        the
        lesser of (A) the product of (i) 74.20% and (ii) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) and (B) the aggregate
        Stated Principal Balance of the Mortgage Loans as of the last day of the
        related
        Due Period (after giving effect to scheduled payments of principal due during
        the related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        $14,999,994.63.

       

      “Class
        M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-M-3 and evidencing (i) a Regular Interest
        in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-3 Principal Distribution Amount”: With respect to any Distribution Date, an
        amount, not less than zero, equal to the lesser of (I) the Certificate Principal
        Balance of the Class M-3 Certificates immediately prior to such Distribution
        Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        payment of the Class A Principal Distribution Amount on such Distribution
        Date),
        (ii) the Certificate Principal Balance of the Class M-1 Certificates (after
        taking into account the payment of the Class M-1 Principal Distribution Amount
        on such Distribution Date), (iii) the Certificate Principal Balance of the
        Class
        M-2 Certificates (after taking into account the payment of the Class M-2
        Principal Distribution Amount on such Distribution Date) and (iv) the
        Certificate Principal Balance of the Class M-3 Certificates immediately prior
        to
        such Distribution Date over (y) the lesser of (A) the product of (i) 77.90%
        and
        (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
        last
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) minus $14,999,994.63.

       

      “Class
        M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-M-4 and evidencing (i) a Regular Interest
        in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-4 Principal Distribution Amount”: With respect to any Distribution Date, an
        amount, not less than zero, equal to the lesser of (I) the Certificate Principal
        Balance of the Class M-4 Certificates immediately prior to such Distribution
        Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        payment of the Class A Principal Distribution Amount on such Distribution
        Date),
        (ii) the Certificate Principal Balance of the Class M-1 Certificates (after
        taking into account the payment of the Class M-1 Principal Distribution Amount
        on such Distribution Date), (iii) the Certificate Principal Balance of the
        Class
        M-2 Certificates (after taking into account the payment of the Class M-2
        Principal Distribution Amount on such Distribution Date), (iv) the Certificate
        Principal Balance of the Class M-3 Certificates (after taking into account
        the
        payment of the Class M-3 Principal Distribution Amount on such Distribution
        Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) 81.30% and (ii) the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and (B) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) minus
        $14,999,994.63.

       

      “Class
        M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-M-5 and evidencing (i) a Regular Interest
        in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-5 Principal Distribution Amount”: With respect to any Distribution Date, an
        amount, not less than zero, equal to the lesser of (I) the Certificate Principal
        Balance of the Class M-5 Certificates immediately prior to such Distribution
        Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        payment of the Class A Principal Distribution Amount on such Distribution
        Date),
        (ii) the Certificate Principal Balance of the Class M-1 Certificates (after
        taking into account the payment of the Class M-1 Principal Distribution Amount
        on such Distribution Date), (iii) the Certificate Principal Balance of the
        Class
        M-2 Certificates (after taking into account the payment of the Class M-2
        Principal Distribution Amount on such Distribution Date), (iv) the Certificate
        Principal Balance of the Class M-3 Certificates (after taking into account
        the
        payment of the Class M-3 Principal Distribution Amount on such Distribution
        Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
        (after taking into account the payment of the Class M-4 Principal Distribution
        Amount on such Distribution Date) and (vi) the Certificate Principal Balance
        of
        the Class M-5 Certificates immediately prior to such Distribution Date over
        (y)
        the lesser of (A) the product of (i) 84.50% and (ii) the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) and
        (B)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) minus $14,999,994.63.

       

      “Class
        M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-M-6 and evidencing (i) a Regular Interest
        in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-6 Principal Distribution Amount”: With respect to any Distribution Date, an
        amount, not less than zero, equal to the lesser of (I) the Certificate Principal
        Balance of the Class M-6 Certificates immediately prior to such Distribution
        Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        payment of the Class A Principal Distribution Amount on such Distribution
        Date),
        (ii) the Certificate Principal Balance of the Class M-1 Certificates (after
        taking into account the payment of the Class M-1 Principal Distribution Amount
        on such Distribution Date), (iii) the Certificate Principal Balance of the
        Class
        M-2 Certificates (after taking into account the payment of the Class M-2
        Principal Distribution Amount on such Distribution Date), (iv) the Certificate
        Principal Balance of the Class M-3 Certificates (after taking into account
        the
        payment of the Class M-3 Principal Distribution Amount on such Distribution
        Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
        (after taking into account the payment of the Class M-4 Principal Distribution
        Amount on such Distribution Date), (vi) the Certificate Principal Balance
        of the
        Class M-5 Certificates (after taking into account the payment of the Class
        M-5
        Principal Distribution Amount on such Distribution Date) and (vii) the
        Certificate Principal Balance of the Class M-6 Certificates immediately prior
        to
        such Distribution Date over (y) the lesser of (A) the product of (i) 87.50%
        and
        (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
        last
        day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) minus $14,999,994.63.

       

      “Class
        M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-M-7 and evidencing (i) a Regular Interest
        in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-7 Principal Distribution Amount”: With respect to any Distribution Date, an
        amount, not less than zero, equal to the lesser of (I) the Certificate Principal
        Balance of the Class M-7 Certificates immediately prior to such Distribution
        Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        payment of the Class A Principal Distribution Amount on such Distribution
        Date),
        (ii) the Certificate Principal Balance of the Class M-1 Certificates (after
        taking into account the payment of the Class M-1 Principal Distribution Amount
        on such Distribution Date), (iii) the Certificate Principal Balance of the
        Class
        M-2 Certificates (after taking into account the payment of the Class M-2
        Principal Distribution Amount on such Distribution Date), (iv) the Certificate
        Principal Balance of the Class M-3 Certificates (after taking into account
        the
        payment of the Class M-3 Principal Distribution Amount on such Distribution
        Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
        (after taking into account the payment of the Class M-4 Principal Distribution
        Amount on such Distribution Date), (vi) the Certificate Principal Balance
        of the
        Class M-5 Certificates (after taking into account the payment of the Class
        M-5
        Principal Distribution Amount on such Distribution Date), (vii) the Certificate
        Principal Balance of the Class M-6 Certificates (after taking into account
        the
        payment of the Class M-6 Principal Distribution Amount on such Distribution
        Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) 90.20% and (ii) the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and (B) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) minus
        $14,999,994.63.

       

      “Class
        M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-M-8 and evidencing (i) a Regular Interest
        in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-8 Principal Distribution Amount”: With respect to any Distribution Date, an
        amount, not less than zero, equal to the lesser of (I) the Certificate Principal
        Balance of the Class M-8 Certificates immediately prior to such Distribution
        Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        payment of the Class A Principal Distribution Amount on such Distribution
        Date),
        (ii) the Certificate Principal Balance of the Class M-1 Certificates (after
        taking into account the payment of the Class M-1 Principal Distribution Amount
        on such Distribution Date), (iii) the Certificate Principal Balance of the
        Class
        M-2 Certificates (after taking into account the payment of the Class M-2
        Principal Distribution Amount on such Distribution Date), (iv) the Certificate
        Principal Balance of the Class M-3 Certificates (after taking into account
        the
        payment of the Class M-3 Principal Distribution Amount on such Distribution
        Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
        (after taking into account the payment of the Class M-4 Principal Distribution
        Amount on such Distribution Date), (vi) the Certificate Principal Balance
        of the
        Class M-5 Certificates (after taking into account the payment of the Class
        M-5
        Principal Distribution Amount on such Distribution Date), (vii) the Certificate
        Principal Balance of the Class M-6 Certificates (after taking into account
        the
        payment of the Class M-6 Principal Distribution Amount on such Distribution
        Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
        (after taking into account the payment of the Class M-7 Principal Distribution
        Amount on such Distribution Date) and (ix) the Certificate Principal Balance
        of
        the Class M-8 Certificates immediately prior to such Distribution Date over
        (y)
        the lesser of (A) the product of (i) 92.40% and (ii) the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) and
        (B)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) minus $14,999,994.63.

       

      “Class
        M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-M-9 and evidencing (i) a Regular Interest
        in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-9 Principal Distribution Amount”: With respect to any Distribution Date, an
        amount, not less than zero, equal to the lesser of (I) the Certificate Principal
        Balance of the Class M-9 Certificates immediately prior to such Distribution
        Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        payment of the Class A Principal Distribution Amount on such Distribution
        Date),
        (ii) the Certificate Principal Balance of the Class M-1 Certificates (after
        taking into account the payment of the Class M-1 Principal Distribution Amount
        on such Distribution Date), (iii) the Certificate Principal Balance of the
        Class
        M-2 Certificates (after taking into account the payment of the Class M-2
        Principal Distribution Amount on such Distribution Date), (iv) the Certificate
        Principal Balance of the Class M-3 Certificates (after taking into account
        the
        payment of the Class M-3 Principal Distribution Amount on such Distribution
        Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
        (after taking into account the payment of the Class M-4 Principal Distribution
        Amount on such Distribution Date), (vi) the Certificate Principal Balance
        of the
        Class M-5 Certificates (after taking into account the payment of the Class
        M-5
        Principal Distribution Amount on such Distribution Date), (vii) the Certificate
        Principal Balance of the Class M-6 Certificates (after taking into account
        the
        payment of the Class M-6 Principal Distribution Amount on such Distribution
        Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
        (after taking into account the payment of the Class M-7 Principal Distribution
        Amount on such Distribution Date), (ix) the Certificate Principal Balance
        of the
        Class M-8 Certificates (after taking into account the payment of the Class
        M-8
        Principal Distribution Amount on such Distribution Date) and (x) the Certificate
        Principal Balance of the Class M-9 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) 93.90% and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) minus $14,999,994.63.

       

      “Class
        M-10 Certificate”: Any one of the Class M-10 Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-M-10 and evidencing
        (i) a
        Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        M-10 Principal Distribution Amount”: With respect to any Distribution Date, an
        amount, not less than zero, equal to the lesser of (I) the Certificate Principal
        Balance of the Class M-10 Certificates immediately prior to such Distribution
        Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
        Principal Balance of the Class A Certificates (after taking into account
        the
        payment of the Class A Principal Distribution Amount on such Distribution
        Date),
        (ii) the Certificate Principal Balance of the Class M-1 Certificates (after
        taking into account the payment of the Class M-1 Principal Distribution Amount
        on such Distribution Date), (iii) the Certificate Principal Balance of the
        Class
        M-2 Certificates (after taking into account the payment of the Class M-2
        Principal Distribution Amount on such Distribution Date), (iv) the Certificate
        Principal Balance of the Class M-3 Certificates (after taking into account
        the
        payment of the Class M-3 Principal Distribution Amount on such Distribution
        Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
        (after taking into account the payment of the Class M-4 Principal Distribution
        Amount on such Distribution Date), (vi) the Certificate Principal Balance
        of the
        Class M-5 Certificates (after taking into account the payment of the Class
        M-5
        Principal Distribution Amount on such Distribution Date), (vii) the Certificate
        Principal Balance of the Class M-6 Certificates (after taking into account
        the
        payment of the Class M-6 Principal Distribution Amount on such Distribution
        Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
        (after taking into account the payment of the Class M-7 Principal Distribution
        Amount on such Distribution Date), (ix) the Certificate Principal Balance
        of the
        Class M-8 Certificates (after taking into account the payment of the Class
        M-8
        Principal Distribution Amount on such Distribution Date), (x) the Certificate
        Principal Balance of the Class M-9 Certificates (after taking into account
        the
        payment of the Class M-9 Principal Distribution Amount on such Distribution
        Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) 95.90% and (ii) the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and (B) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) minus
        $14,999,994.63.

       

      “Class
        P
        Certificate”: Any one of the Class P Certificates executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A-P, representing the right to distributions
        as
        set forth herein and therein and evidencing a Regular Interest in REMIC VI
        for
        purposes of the REMIC Provisions.

       

      “Class
        P
        Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
        behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
        in REMIC III for purposes of the REMIC Provisions.

       

      “Class
        R
        Certificate”: Any one of the Class R Certificates executed, authenticated and
        delivered by the Trustee, substantially in the form annexed hereto as Exhibit
        A-R and evidencing the ownership of the Class R-I Interest, the Class R-II
        Interest, the Class R-III Interest and the Class R-IV Interest.

       

      “Class
        R-I Interest”: The uncertificated Residual Interest in REMIC I.

       

      “Class
        R-II Interest”: The uncertificated Residual Interest in REMIC II.

       

      “Class
        R-III Interest”: The uncertificated Residual Interest in REMIC III.

       

      “Class
        R-IV Interest”: The uncertificated Residual Interest in REMIC IV.

       

      “Class
        R-V Interest”: The uncertificated Residual Interest in REMIC V.

       

      “Class
        R-VI Interest”: The uncertificated Residual Interest in REMIC VI.

       

      “Class
        R-VII Interest”: The uncertificated Residual Interest in REMIC VII.

       

      “Class
        R-X Certificate”: Any one of the Class R-X Certificates executed by the Trustee
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-R-X and evidencing the ownership of
        the
        Class R-V Interest, the Class R-VI Interest and the Class R-VII
        Interest.

       

      “Closing
        Date”: June 28, 2006.

       

      “Code”:
        The Internal Revenue Code of 1986, as amended.

       

      “Collection
        Account”: The account or accounts created and maintained by the Master Servicer
        pursuant to Section 3.04(a), which shall be entitled “Ameriquest Mortgage
        Company, as Master Servicer for Deutsche Bank National Trust Company, as
        Trustee, in trust for the registered holders of Argent Securities Inc.,
        Asset-Backed Pass-Through Certificates, Series 2006-M1.” The Collection Account
        must be an Eligible Account.

       

      “Combined
        Loan-to-Value Ratio”: As of any date of determination, and with respect to
        second lien Mortgage Loans, the fraction, expressed as a percentage, the
        numerator of which is (i) the sum of (a) the outstanding principal balance
        of
        the related first-lien mortgage loan plus (b) the Stated Principal Balance
        of
        the related second-lien mortgage loan and the denominator of which is (ii)
        the
        Value of the related Mortgaged Property.

       

      “Commission”:
        The Securities and Exchange Commission.

       

      “Compensating
        Interest”: As defined in Section 4.03(e) hereof.

       

      “Corporate
        Trust Office”: The principal corporate trust office of the Trustee at which at
        any particular time its corporate trust business in connection with this
        Agreement shall be administered, which office at the date of the execution
        of
        this instrument is located at 1761 East St. Andrew Place, Santa Ana, California
        92705-4934, or at such other address as the Trustee may designate from time
        to
        time by notice to the Certificateholders, the Depositor and the Master
        Servicer.

       

      “Corresponding
        Certificate”: With respect to each REMIC III Regular Interest as
        follows:

       

      
        	
                REMIC
                  III Regular Interest

              	
                Class

              
	
                REMIC
                  III Regular Interest III-LTA1

              	
                A-1

              
	
                REMIC
                  III Regular Interest III-LTA2A

              	
                A-2A

              
	
                REMIC
                  III Regular Interest III-LTA2B

              	
                A-2B

              
	
                REMIC
                  III Regular Interest III-LTA2C

              	
                A-2C

              
	
                REMIC
                  III Regular Interest III-LTA2D

              	
                A-2D

              
	
                REMIC
                  III Regular Interest III-LTM1

              	
                M-1

              
	
                REMIC
                  III Regular Interest III-LTM2

              	
                M-2

              
	
                REMIC
                  III Regular Interest III-LTM3

              	
                M-3

              
	
                REMIC
                  III Regular Interest III-LTM4

              	
                M-4

              
	
                REMIC
                  III Regular Interest III-LTM5

              	
                M-5

              
	
                REMIC
                  III Regular Interest III-LTM6

              	
                M-6

              
	
                REMIC
                  III Regular Interest III-LTM7

              	
                M-7

              
	
                REMIC
                  III Regular Interest III-LTM8

              	
                M-8

              
	
                REMIC
                  III Regular Interest III-LTM9

              	
                M-9

              
	
                REMIC
                  III Regular Interest III-LTM10

              	
                M-10

              
	
                REMIC
                  III Regular Interest III-LTP

              	
                P

              


      

      


      “Credit
        Enhancement Percentage”: For any Distribution Date and the Class A Certificates
        and any Class of Mezzanine Certificates, the percentage equivalent of a
        fraction, calculated after taking into account distribution of the Group
        I
        Principal Distribution Amount and the Group II Principal Distribution Amount
        to
        the Certificates then entitled to distributions of principal on such
        Distribution Date, the numerator of which is the sum of the aggregate
        Certificate Principal Balance of the Classes of Certificates with a lower
        distribution priority than such Class, and the denominator of which is the
        sum
        of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        last day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (ii) the amounts on deposit in the Pre-Funding Accounts, exclusive
        of investment earnings therein.

       

      “Cumulative
        Loss Percentage”: With respect to any Distribution Date, the percentage
        equivalent of a fraction, the numerator of which is the aggregate amount
        of
        Realized Losses incurred from the Cut-off Date to the last day of the preceding
        calendar month (reduced by the aggregate amount of Subsequent Recoveries
        received from the Cut-off Date through the last day of the related Due Period)
        and the denominator of which is the sum of (i) the aggregate Stated Principal
        Balance of the Initial Mortgage Loans as of the Cut-off Date and (ii) the
        Original Pre-Funded Amounts.

       

      “Custodian”:
        A Custodian, which shall initially be Deutsche Bank National Trust
        Company.

       

      “Cut-off
        Date”: With respect to any Initial Mortgage Loan, the close of business on June
        1, 2006. With respect to any Subsequent Mortgage Loan, the close of business
        on
        first day of the month in which the related Subsequent Transfer Date occurs.
        With respect to all Qualified Substitute Mortgage Loans, their respective
        dates
        of substitution. References herein to the “Cut-off Date,” when used with respect
        to more than one Mortgage Loan, shall be to the respective Cut-off Dates
        for
        such Mortgage Loans.

       

      “Debt
        Service Reduction”: With respect to any Mortgage Loan, a reduction in the
        scheduled Monthly Payment for such Mortgage Loan by a court of competent
        jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
        resulting from a Deficient Valuation.

       

      “Deficient
        Valuation”: With respect to any Mortgage Loan, a valuation of the related
        Mortgaged Property by a court of competent jurisdiction in an amount less
        than
        the then outstanding Stated Principal Balance of the Mortgage Loan, which
        valuation results from a proceeding initiated under the Bankruptcy
        Code.

       

      “Definitive
        Certificates”: As defined in Section 5.01(b).

       

      “Deleted
        Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
        Substitute Mortgage Loan.

       

      “Delinquency
        Percentage”: With respect to any Distribution Date, the percentage equivalent of
        a fraction, the numerator of which is the aggregate Stated Principal Balance
        of
        all Mortgage Loans as of the last day of the previous calendar month that,
        as of
        such last day of the previous calendar month, are 60 or more days delinquent
        (measured under the OTS delinquency calculation methodology and with respect
        to
        modifications, measured as set forth below), are in foreclosure, have been
        converted to REO Properties or have been discharged by reason of bankruptcy,
        and
        the denominator of which is the sum of (i) the aggregate Stated Principal
        Balance of the Mortgage Loans and REO Properties as of the last day of the
        previous calendar month and (ii) any amounts on deposit in the Pre-Funding
        Accounts as of such last calendar day; provided, however, that any Mortgage
        Loan
        purchased by the Master Servicer or the NIMS Insurer pursuant to Section
        3.16
        shall not be included in either the numerator or the denominator for purposes
        of
        calculating the Delinquency Percentage.

       

      “Depositor”:
        Argent Securities Inc., a Delaware corporation, or its successor in
        interest.

       

      “Depository”:
        The Depository Trust Company, or any successor Depository hereafter named.
        The
        nominee of the initial Depository, for purposes of registering those
        Certificates that are to be Book-Entry Certificates, is Cede & Co. The
        Depository shall at all times be a “clearing corporation” as defined in Section
        8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
        agency” registered pursuant to the provisions of Section 17A of the Exchange
        Act.

       

      “Depository
        Institution”: Any depository institution or trust company, including the
        Trustee, that (a) is incorporated under the laws of the United States of
        America
        or any State thereof, (b) is subject to supervision and examination by federal
        or state banking authorities and (c) has outstanding unsecured commercial
        paper
        or other short-term unsecured debt obligations that are rated “P-1” by Moody’s,
“F-1” by Fitch and “A-1” by S&P (or comparable ratings if Moody’s, Fitch and
        S&P are not the Rating Agencies).

       

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

       

      “Determination
        Date”: With respect to each Distribution Date, the 10th
        day of
        the calendar month in which such Distribution Date occurs or, if such
        10th
        day is
        not a Business Day, the Business Day immediately preceding such 10th
        day.

       

      “Directly
        Operate”: With respect to any REO Property, the furnishing or rendering of
        services to the tenants thereof, the management or operation of such REO
        Property, the holding of such REO Property primarily for sale to customers,
        the
        performance of any construction work thereon or any use of such REO Property
        in
        a trade or business conducted by REMIC I other than through an Independent
        Contractor; provided, however, that the Trustee (or the Master Servicer on
        behalf of the Trustee) shall not be considered to Directly Operate an REO
        Property solely because the Trustee (or the Master Servicer on behalf of
        the
        Trustee) establishes rental terms, chooses tenants, enters into or renews
        leases, deals with taxes and insurance, or makes decisions as to repairs
        or
        capital expenditures with respect to such REO Property.

       

      “Disqualified
        Organization”: Any of the following: (i) the United States, any State or
        political subdivision thereof, any possession of the United States, or any
        agency or instrumentality of any of the foregoing (other than an instrumentality
        which is a corporation if all of its activities are subject to tax and, except
        for Freddie Mac, a majority of its board of directors is not selected by
        such
        governmental unit), (ii) any foreign government, any international organization,
        or any agency or instrumentality of any of the foregoing, (iii) any organization
        (other than certain farmers’ cooperatives described in Section 521 of the Code)
        which is exempt from the tax imposed by Chapter 1 of the Code (including
        the tax
        imposed by Section 511 of the Code on unrelated business taxable income),
        (iv)
        rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
        of
        the Code, (v) an “electing large partnership” and (vi) any other Person so
        designated by the Trustee based upon an Opinion of Counsel that the holding
        of
        an Ownership Interest in a Residual Certificate by such Person may cause
        any
        Trust REMIC or any Person having an Ownership Interest in any Class of
        Certificates (other than such Person) to incur a liability for any federal
        tax
        imposed under the Code that would not otherwise be imposed but for the Transfer
        of an Ownership Interest in a Residual Certificate to such Person. The terms
        “United States,” “State” and “international organization” shall have the
        meanings set forth in Section 7701 of the Code or successor
        provisions.

       

      “Distribution
        Account”: The trust account or accounts created and maintained by the Trustee
        pursuant to Section 3.04(e), which shall be entitled “Deutsche Bank National
        Trust Company, as Trustee, in trust for the registered Holders of Argent
        Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-M1.” The
        Distribution Account must be an Eligible Account.

       

      “Distribution
        Date”: The 25th
        day of
        any month, or if such 25th
        day is
        not a Business Day, the next succeeding Business Day, commencing in July
        2006.

       

      “Due
        Date”: With respect to each Distribution Date, the first day of the calendar
        month in which such Distribution Date occurs, which is the day of the month
        on
        which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
        of
        grace.

       

      “Due
        Period”: With respect to any Distribution Date, the period commencing on the
        second day of the month immediately preceding the month in which such
        Distribution Date occurs and ending on the related Due Date.

       

      “Eligible
        Account”: Any of (i) an account or accounts maintained with a Depository
        Institution or trust company the short-term unsecured debt obligations of
        which
        are rated “F-1” by Fitch, “P-1” by Moody’s and “A-1+” by S&P (or comparable
        ratings if Fitch, Moody’s and S&P are not the Rating Agencies) at the time
        any amounts are held on deposit therein, (ii) an account or accounts the
        deposits in which are fully insured by the FDIC or (iii) a trust account
        or
        accounts maintained with the corporate trust department of a federal or state
        chartered depository institution or trust company acting in its fiduciary
        capacity. Eligible Accounts may bear interest.

       

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

       

      “Escrow
        Account”: The account or accounts created and maintained pursuant to Section
        3.04(c).

       

      “Escrow
        Payments”: The amounts constituting taxes, and/or fire and hazard insurance
        premiums escrowed by the Mortgagor with the mortgagee pursuant to a voluntary
        escrow agreement related to any Mortgage Loan.

       

      “Estate
        in Real Property”: A fee simple estate or leasehold estate in a parcel of
        land.

       

      “Excess
        Overcollateralized Amount”: With respect to the Class A Certificates and the
        Mezzanine Certificates and any Distribution Date, the excess, if any, of
        (i) the
        Overcollateralized Amount for such Distribution Date (calculated for this
        purpose only after assuming that 100% of the Principal Remittance Amount
        on such
        Distribution Date has been distributed) over (ii) the Overcollateralization
        Target Amount for such Distribution Date.

       

      “Exchange
        Act”: The Securities Exchange Act of 1934, as amended.

       

      “Expense
        Adjusted Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the
        related REO Property), as of any date of determination, a per annum rate
        of
        interest equal to the applicable Maximum Mortgage Rate (or the Mortgage Rate
        for
        such Mortgage Loan in the case of any Fixed-Rate Mortgage Loan) as of the
        first
        day of the month preceding the month in which the Distribution Date occurs
        minus
        the sum of (i) the Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii)
        the
        PMI Insurer Fee Rate, if applicable.

       

      “Expense
        Adjusted Net Mortgage Rate”: With respect to any Mortgage Loan (or the related
        REO Property), as of any date of determination, a per annum rate of interest
        equal to the applicable Mortgage Rate thereon as of the first day of the
        month
        preceding the month in which the Distribution Date occurs minus the sum of
        (i)
        the Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii) the PMI Insurer
        Fee
        Rate, if applicable.

       

      “Extraordinary
        Trust Fund Expense”: Any amounts reimbursable to the Trustee, or any director,
        officer, employee or agent of the Trustee, from the Trust Fund pursuant to
        Section 8.05, any amounts payable from the Distribution Account in respect
        of
        taxes pursuant to Section 10.01(g)(iii) and any amounts payable by the Trustee
        for the recording of the Assignments pursuant to Section 2.01.

       

      “Fannie
        Mae”: Fannie Mae, formally known as the Federal National Mortgage Association,
        or any successor thereto.

       

      “FDIC”:
        Federal Deposit Insurance Corporation or any successor thereto.

       

      “Final
        Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
        Property (other than a Mortgage Loan or REO Property purchased by the Seller,
        the Depositor or the Master Servicer pursuant to or as contemplated by Section
        2.03, Section 3.16(a) or Section 9.01), a determination made by the Master
        Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments
        or
        recoveries which the Master Servicer, in its reasonable good faith judgment,
        expects to be finally recoverable in respect thereof have been so recovered.
        The
        Master Servicer shall maintain records, prepared by a Servicing Officer,
        of each
        Final Recovery Determination made thereby.

       

      “Final
        Stated Maturity Date”: The Distribution Date occurring in July
        2036.

       

      “Fitch”:
        Fitch Ratings, or its successor in interest.

       

      “Fixed-Rate
        Certificates”: None.

       

      “Fixed-Rate
        Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
        Schedule as having a fixed Mortgage Rate.

       

      “Fixed
        Swap Payment”: With respect to any Distribution Date, an amount equal to the
        Fixed Rate Payer Payment Amount, as defined in the Interest Rate Swap
        Agreement.

       

      “Floating
        Swap Payment”: With respect to any Swap Payment Date, a floating amount equal to
        the product of (i) LIBOR (as determined pursuant to the Interest Rate Swap
        Agreement for such Swap Payment Date), (ii) the related Base Calculation
        Amount
        (as defined in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction,
        the numerator of which is the actual number of days elapsed from and including
        the previous Swap Payment Date to but excluding the current Swap Payment
        Date
        (or, for the first Swap Payment Date, the actual number of days elapsed from
        the
        Closing Date to but excluding the first Swap Payment Date), and the denominator
        of which is 360.

       

      “Formula
        Rate”: For any Distribution Date and each Class of Adjustable-Rate Certificates,
        the lesser of (i) One-Month
        LIBOR plus the related Certificate Margin and (ii) the related Maximum Cap
        Rate.

       

      “Freddie
        Mac”: Freddie Mac, formally known as the Federal Home Loan Mortgage Corporation,
        or any successor thereto.

       

      “Funding
        Period”: The period beginning on the Closing Date and ending on the earlier of
        the date on which (a) the amount on deposit in the Pre-Funding Accounts is
        reduced to $100,000 or (b) 2:00 p.m. New York City time on July 21,
        2006.

       

      “Gross
        Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
        percentage set forth in the related Mortgage Note that is added to the Index
        on
        each Adjustment Date in accordance with the terms of the related Mortgage
        Note
        to determine the Mortgage Rate for such Adjustable-Rate Mortgage
        Loan.

       

      “Group
        I
        Allocation Percentage”: With respect to the Group I Certificates and any
        Distribution Date, the percentage equivalent of a fraction, the numerator
        of
        which is (x) the Group I Principal Remittance Amount for such Distribution
        Date
        and the denominator of which is (y) the Principal Remittance Amount for such
        Distribution Date.

       

      “Group
        I
        Certificates”: The Class A-1 Certificates.

       

      “Group
        I
        Interest Coverage Account”: The account established and maintained pursuant to
        Section 4.08, which account contains an amount, to be paid by the Depositor
        to
        the Trustee on the Closing Date, that equals $0.00.

       

      “Group
        I
        Interest Remittance Amount”: With respect to any Distribution Date, that portion
        of the Available Funds for such Distribution Date that represents interest
        received or advanced on the Group I Mortgage Loans, minus an
        amount equal to the Group I Net WAC Allocation Percentage of any Net
        Swap
        Payment or Swap Termination Payment (other than termination payments resulting
        from a Swap Provider Trigger Event) paid to the Interest Rate Swap
        Provider.

       

      “Group
        I
        Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. All Group I Mortgage
        Loans have a principal balance at origination that conforms to Freddie Mac
        loan
        limits.

       

      “Group
        I
        Net WAC Allocation Percentage”: With respect to any Distribution Date, the
        percentage equivalent of a fraction, the numerator of which will be (x) the
        aggregate principal balance of the Group I Mortgage Loans as of the last
        day of
        the related Due Period (after giving effect to scheduled payments of principal
        due during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) and any amount remaining on deposit in the Group I Pre-Funding Account
        and the denominator of which will be (y) the aggregate principal balance
        of the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and any amounts remaining on deposit
        in
        the Pre-Funding Accounts.

       

      “Group
        I
        Pre-Funding Account”: The account established and maintained pursuant to Section
        4.07.

       

      “Group
        I
        Principal Distribution Amount”: With respect to any Distribution Date, the sum
        of (i) the principal portion of each Monthly Payment on the Group I Mortgage
        Loans due during the related Due Period, to the extent received on or prior
        to
        the related Determination Date or advanced prior to such Distribution Date;
        (ii)
        the Stated Principal Balance of any Group I Mortgage Loan that was purchased
        during the related Prepayment Period pursuant to or as contemplated by Section
        2.03, Section 3.16(a) or Section 9.01 and the amount of any shortfall deposited
        in the Collection Account in connection with the substitution of a Deleted
        Mortgage Loan in Loan Group I pursuant to Section 2.03 during the related
        Prepayment Period; (iii) the principal portion of all other unscheduled
        collections (including, without limitation, Principal Prepayments, Insurance
        Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
        Amortization) received during the related Prepayment Period on the Group
        I
        Mortgage Loans, net of any portion thereof that represents a recovery of
        principal for which an Advance was made by the Master Servicer pursuant to
        Section 4.03 in respect of a preceding Distribution Date; (iv) with respect
        to
        the Distribution Date immediately following the end of the Funding Period,
        any
        amounts remaining in the Group I Pre-Funding Account after giving effect
        to the
        purchase of any Subsequent Group I Mortgage Loans and (v) the Group I Allocation
        Percentage of the amount of any Overcollateralization Increase Amount for
        such
        Distribution Date; minus
        (vi) the
        Group I Allocation Percentage of the amount of any Overcollateralization
        Reduction Amount for such Distribution Date. In no event shall the Group
        I
        Principal Distribution Amount with respect to any Distribution Date be (x)
        less
        than zero or (y) greater than the then outstanding aggregate Certificate
        Principal Balance of the Class A and Mezzanine Certificates.

       

      “Group
        I
        Principal Remittance Amount”: With respect to any Distribution Date, the sum of
        the amounts described in clauses (i) through (iv) of the definition of Group
        I
        Principal Distribution Amount.

       

      “Group
        II
        Allocation Percentage”: With respect to the Group II Certificates and any
        Distribution Date, the percentage equivalent of a fraction, the numerator
        of
        which is (x) the Group II Principal Remittance Amount for such Distribution
        Date
        and the denominator of which is (y) the Principal Remittance Amount for such
        Distribution Date.

       

      “Group
        II
        Certificates”: The Class A-2A, Class A-2B, Class A-2C and Class A-2D
        Certificates.

       

      “Group
        II
        Interest Coverage Account”: The account established and maintained pursuant to
        Section 4.08, which account contains an amount, to be paid by the Depositor
        to
        the Trustee on the Closing Date, that equals $0.00.

       

      “Group
        II
        Interest Remittance Amount”: With respect to any Distribution Date, that portion
        of the Available Funds for such Distribution Date that represents interest
        received or advanced on the Group II Mortgage Loans, minus an
        amount equal to the Group II Net WAC Allocation Percentage of any Net
        Swap
        Payment or Swap Termination Payment (other than termination payments resulting
        from a Swap Provider Trigger Event) paid to the Interest Rate Swap
        Provider.

       

      “Group
        II
        Mortgage Loan”: A Mortgage Loan assigned to Loan Group II, all with a principal
        balance at origination that may or may not conform to Fannie Mae or Freddie
        Mac
        loan limits.

       

      “Group
        II
        Net WAC Allocation Percentage”: With respect to any Distribution Date, the
        percentage equivalent of a fraction, the numerator of which will be (x) the
        aggregate principal balance of the Group II Mortgage Loans as of the last
        day of
        the related Due Period (after giving effect to scheduled payments of principal
        due during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) and any amount remaining on deposit in the Group II Pre-Funding Account
        and the denominator of which will be (y) the aggregate principal balance
        of the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and any amounts remaining on deposit
        in
        the Pre-Funding Accounts.

       

      “Group
        II
        Pre-Funding Account”: The account established and maintained pursuant to Section
        4.07.

       

      “Group
        II
        Principal Distribution Amount”: With respect to any Distribution Date, the sum
        of (i) the principal portion of each Monthly Payment on the Group II Mortgage
        Loans due during the related Due Period, to the extent received on or prior
        to
        the related Determination Date or advanced prior to such Distribution Date;
        (ii)
        the Stated Principal Balance of any Group II Mortgage Loan that was purchased
        during the related Prepayment Period pursuant to or as contemplated by Section
        2.03, Section 3.16(a) or Section 9.01 and the amount of any shortfall deposited
        in the Collection Account in connection with the substitution of a Deleted
        Mortgage Loan in Loan Group II pursuant to Section 2.03 during the related
        Prepayment Period; (iii) the principal portion of all other unscheduled
        collections (including, without limitation, Principal Prepayments, Insurance
        Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
        Amortization) received during the related Prepayment Period on the Group
        II
        Mortgage Loans, net of any portion thereof that represents a recovery of
        principal for which an Advance was made by the Master Servicer pursuant to
        Section 4.03 in respect of a preceding Distribution Date; (iv) with respect
        to
        the Distribution Date immediately following the end of the Funding Period,
        any
        amounts remaining in the Group II Pre-Funding Account after giving effect
        to the
        purchase of any Subsequent Group II Mortgage Loans and (v) the Group II
        Allocation Percentage of the amount of any Overcollateralization Increase
        Amount
        for such Distribution Date; minus
        (v) the
        Group II Allocation Percentage of the amount of any Overcollateralization
        Reduction Amount for such Distribution Date. In no event shall the Group
        II
        Principal Distribution Amount with respect to any Distribution Date be (x)
        less
        than zero or (y) greater than the then outstanding aggregate Certificate
        Principal Balance of the Class A and Mezzanine Certificates.

       

      “Group
        II
        Principal Remittance Amount”: With respect to any Distribution Date, the sum of
        the amounts described in clauses (i) through (iv) of the definition of Group
        II
        Principal Distribution Amount.

       

      “Highest
        Priority”: As of any date of determination, the Class of Mezzanine Certificates
        then outstanding with a Certificate Principal Balance greater than zero,
        with
        the highest priority for payments pursuant to Section 4.01, in the following
        order of decreasing priority: the Class M-1 Certificates, the Class M-2
        Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the
        Class
        M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates,
        the
        Class M-8 Certificates, the Class M-9 Certificates and the Class M-10
        Certificates.

       

      “HOEPA”:
        The Home Ownership and Equity Protection Act of 1994.

       

      “Indenture”:
        An indenture relating to the issuance of notes secured by all or a portion
        of
        the Class CE Certificates, the Class P Certificates and/or the Residual
        Certificates, which may or may not be guaranteed by the NIMS
        Insurer.

       

      “Independent”:
        When used with respect to any specified Person, any such Person who (a) is
        in
        fact independent of the Depositor, the Master Servicer, the Seller and their
        respective Affiliates, (b) does not have any direct financial interest in
        or any
        material indirect financial interest in the Depositor, the Seller, the Master
        Servicer or any Affiliate thereof, and (c) is not connected with the Depositor,
        the Seller, the Master Servicer or any Affiliate thereof as an officer,
        employee, promoter, underwriter, trustee, partner, director or Person performing
        similar functions; provided, however, that a Person shall not fail to be
        Independent of the Depositor, the Seller, the Master Servicer or any Affiliate
        thereof merely because such Person is the beneficial owner of 1% or less
        of any
        class of securities issued by the Depositor or the Master Servicer or any
        Affiliate thereof, as the case may be.

       

      “Independent
        Contractor”: Either (i) any Person (other than the Master Servicer) that would
        be an “independent contractor” with respect to REMIC I within the meaning of
        Section 856(d)(3) of the Code if such REMIC were a real estate investment
        trust
        (except that the ownership tests set forth in that section shall be considered
        to be met by any Person that owns, directly or indirectly, 35% or more of
        any
        Class of Certificates), so long as such REMIC does not receive or derive
        any
        income from such Person and provided that the relationship between such Person
        and such REMIC is at arm’s length, all within the meaning of Treasury Regulation
        Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer)
        if the Trustee has received an Opinion of Counsel to the effect that the
        taking
        of any action in respect of any REO Property by such Person, subject to any
        conditions therein specified, that is otherwise herein contemplated to be
        taken
        by an Independent Contractor shall not cause such REO Property to cease to
        qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
        the Code (determined without regard to the exception applicable for purposes
        of
        Section 860D(a) of the Code), or cause any income realized in respect of
        such
        REO Property to fail to qualify as Rents from Real Property.

       

      “Index”:
        With respect to each Adjustable-Rate Mortgage Loan and each related Adjustment
        Date, the average of the interbank offered rates for six-month United States
        dollar deposits in the London market as published in The
        Wall Street Journal
        and as
        most recently available as of the first business day 45 days or more prior
        to
        such Adjustment Date, as specified in the related Mortgage Note.

       

      “Initial
        Group I Mortgage Loan”: Any of the Group I Mortgage Loans included in the Trust
        Fund as of the Closing Date.

       

      “Initial
        Group II Mortgage Loan”: Any of the Group II Mortgage Loans included in the
        Trust Fund as of the Closing Date.

       

      “Initial
        Mortgage Loan”: Any of the Initial Group I Mortgage Loans or Initial Group II
        Mortgage Loans.

       

      “Insurance
        Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
        covering a Mortgage Loan, including the PMI Policy, to the extent such proceeds
        are not to be applied to the restoration of the related Mortgaged Property
        or
        released to the Mortgagor in accordance with the procedures that the Master
        Servicer would follow in servicing mortgage loans held for its own account,
        subject to the terms and conditions of the related Mortgage Note and
        Mortgage.

       

      “Interest
        Accrual Period”: With respect to any Distribution Date and the Adjustable-Rate
        Certificates, the period commencing on the Distribution Date in the month
        immediately preceding the month in which such Distribution Date occurs (or,
        in
        the case of the first Distribution Date, commencing on the Closing Date)
        and
        ending on the day preceding such Distribution Date. With respect to any
        Distribution Date and the Class CE Certificates and the REMIC II Regular
        Interests, the one-month period ending on the last day of the calendar month
        preceding the month in which such Distribution Date occurs. 

       

      “Interest
        Carry Forward Amount”: With respect to any Distribution Date and any Class of
        Class A Certificates or Mezzanine Certificates, the sum of (i) the amount,
        if
        any, by which (a) the Interest Distribution Amount for such Class of
        Certificates as of the immediately preceding Distribution Date exceeded (b)
        the
        actual amount distributed on such Class of Certificates in respect of interest
        on such immediately preceding Distribution Date and (ii) the amount of any
        Interest Carry Forward Amount for such Class of Certificates remaining
        undistributed from the previous Distribution Date, plus accrued interest
        thereon
        calculated at the related Pass-Through Rate for the most recently ended Interest
        Accrual Period.

       

      “Interest
        Determination Date”: With respect to the Adjustable-Rate Certificates, and
        solely for purposes of calculating the Marker Rate, REMIC III Regular Interest
        III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest
        III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest
        III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest
        III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest
        III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest
        III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest
        III-LTM8, REMIC III Regular Interest III-LTM9 and REMIC III Regular Interest
        III-LTM10 and any Interest Accrual Period therefor (other than the first
        Interest Accrual Period), the second LIBOR Business Day preceding the
        commencement of such Interest Accrual Period.

       

      “Interest
        Distribution Amount”: With respect to any Distribution Date and any Class of
        Class A Certificates or Mezzanine Certificates and the Class CE Certificates,
        the aggregate Accrued Certificate Interest on the Certificates of such Class
        for
        such Distribution Date.

       

      “Interest
        Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
        Border) dated as of June 28, 2006 (together with the schedule thereto, the
        Master Agreement) between the Interest Rate Swap Provider and the Trustee,
        an
        ISDA Credit Support Annex (Bilateral Form-New York Law) as of the same date,
        which supplements, forms part of, and is subject to the Master Agreement,
        and a
        confirmation of the same date, which supplements and forms part of the Master
        Agreement, reference #
        N482922N.

       

      “Interest
        Rate Swap Provider”: Deutsche Bank AG, New York Branch or any successor under
        the Interest Rate Swap Agreement.

       

      “Late
        Collections”: With respect to any Mortgage Loan and any Due Period, all amounts
        received subsequent to the Determination Date immediately following such
        Due
        Period, whether as late payments of Monthly Payments or as Insurance Proceeds,
        Liquidation Proceeds, Subsequent Recoveries or otherwise, which represent
        late
        payments or collections of principal and/or interest due (without regard
        to any
        acceleration of payments under the related Mortgage and Mortgage Note) but
        delinquent for such Due Period and not previously recovered.

       

      “LIBOR
        Business Day”: Any day on which banks in the City of London and the City of New
        York are open and conducting transactions in United States dollars.

       

      “Liquidation
        Event”: With respect to any Mortgage Loan, any of the following events: (i) such
        Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
        as to
        such Mortgage Loan; or (iii) such Mortgage Loan is removed from REMIC I by
        reason of its being purchased, sold or replaced pursuant to or as contemplated
        by Section 2.03, Section 3.16(a) or Section 9.01. With respect to any REO
        Property, either of the following events: (i) a Final Recovery Determination
        is
        made as to such REO Property; or (ii) such REO Property is removed from REMIC
        I
        by reason of its being purchased pursuant to Section 9.01.

       

      “Liquidation
        Proceeds”: The amount (other than Insurance Proceeds or amounts received in
        respect of the rental of any REO Property prior to REO Disposition) received
        by
        the Master Servicer in connection with (i) the taking of all or a part of
        a
        Mortgaged Property by exercise of the power of eminent domain or condemnation,
        (ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale,
        foreclosure sale or otherwise or (iii) the repurchase, substitution or sale
        of a
        Mortgage Loan or an REO Property pursuant to or as contemplated by Section
        2.03,
        Section 3.13, Section 3.16(a) or Section 9.01.

       

      “Loan
        Group”: Loan Group I or Loan Group II, as the context requires.

       

      “Loan
        Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
        as having been assigned to Loan Group I.

       

      “Loan
        Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
        as having been assigned to Loan Group II.

       

      “Loan-to-Value
        Ratio”: As of any date of determination, the fraction, expressed as a
        percentage, the numerator of which is the Stated Principal Balance of the
        related Mortgage Loan at such date and the denominator of which is the Value
        of
        the related Mortgaged Property.

       

      “Loss
        Mitigation Action Plan”: The policies and procedures set forth in Exhibit I
        hereto relating to the realization on delinquent Mortgage Loans, which are
        incorporated by reference into this Agreement and shall be deemed a part
        hereof.

       

      “Lost
        Note Affidavit”: With respect to any Mortgage Loan as to which the original
        Mortgage Note has been permanently lost, misplaced or destroyed and has not
        been
        replaced, an affidavit from the Seller certifying that the original Mortgage
        Note has been lost, misplaced or destroyed (together with a copy of the related
        Mortgage Note) and indemnifying the Trust Fund against any loss, cost or
        liability resulting from the failure to deliver the original Mortgage Note,
        in
        the form of Exhibit B hereto.

       

      “Marker
        Rate”: With respect to the Class CE Interest and any Distribution Date, a per
        annum rate equal to two (2) times the weighted average of the REMIC III
        Remittance Rate for REMIC III Regular Interest II-LTA1, REMIC III Regular
        Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular
        Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular
        Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular
        Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular
        Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular
        Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular
        Interest II-LTM9, REMIC III Regular Interest III-LTM10, and REMIC III Regular
        Interest III-LTZZ, with the rate on each such REMIC III Regular Interest
        (other
        than REMIC III Regular Interest II-LTZZ) subject to the lesser of (i) LIBOR
        plus
        the related Certificate Margin and (ii) the related Net WAC Pass-Through
        Rate
        for the purpose of this calculation for such Distribution Date and with the
        rate
        on REMIC III Regular Interest II-LTZZ subject to a cap of zero for the purpose
        of this calculation; provided, however, that solely for this purpose,
        calculations of the REMIC III Remittance Rate and the related caps with respect
        to REMIC III Regular Interest II-LTA1, REMIC III Regular Interest III-LTA2A,
        REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C,
        REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1,
        REMIC
        III Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC
        III
        Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III
        Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III
        Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9 and REMIC
        III
        Regular Interest III-LTM10 shall be multiplied by a fraction, the numerator
        of
        which is the actual number of days in the Interest Accrual Period and the
        denominator of which is 30.

       

      “Master
        Servicer”: Ameriquest Mortgage Company or any successor master servicer
        appointed as herein provided, in its capacity as Master Servicer
        hereunder.

       

      “Master
        Servicer Event of Default”: One or more of the events described in Section
        7.01.

       

      “Master
        Servicer Prepayment Charge Payment Amount”: The amounts payable by the Master
        Servicer pursuant to Section 2.03(b) in respect of any waived (or, with respect
        to subsequent changes of law, any unenforceable) Prepayment
        Charges.

       

      “Master
        Servicer Remittance Date”: With respect to any Distribution Date, 3:00 p.m. New
        York time on the last Business Day preceding such Distribution
        Date.

       

      “Master
        Servicer Reporting Date”: With respect to any Distribution Date, 3:00 p.m. New
        York time on the 18th
        day of
        the calendar month in which such Distribution Date occurs or, if such
        18th
        day is
        not a Business Day, the Business Day immediately succeeding such 18th
        day.

       

      “Master
        Servicer Termination Test”: With respect to any Distribution Date, the Master
        Servicer Termination Test shall be failed if the Cumulative Loss Percentage
        exceeds the level specified below for the applicable period:

       

      
        	
                Months
                  (following the Closing Date)

              	
                Cumulative
                  Loss (%)

              
	
                37-48

              	
                4.75

              
	
                49-60

              	
                6.25

              
	
                61-72

              	
                7.50

              
	
                73
                  and thereafter

              	
                8.00

              


      

      


       

      “Maximum
        Cap Rate”: For any Distribution Date with respect to the Group I Certificates, a
        per annum rate equal to the sum of (i) the product of (x) the weighted average
        of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage
        Loans, weighted on the basis of the outstanding Stated Principal Balances
        of the
        Group I Mortgage Loans as of the first day of the month preceding the month
        of
        such Distribution Date (after giving effect to scheduled payments of principal
        due during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) any amount on deposit in the Group I Pre-Funding Account minus an
        amount, expressed as a percentage, equal to the Net Swap Payment and Swap
        Termination Payment, if any (other than termination payments resulting from
        a
        Swap Provider Trigger Event), due by the Trust to the Interest Rate Swap
        Provider for such Distribution Date, divided by the aggregate Stated Principal
        Balance of the Mortgage Loans, multiplied by 12 and (y) a fraction, the
        numerator of which is 30 and the denominator of which is the actual number
        of
        days elapsed in the related Interest Accrual Period and (ii) an amount,
        expressed as a percentage, equal to a fraction, the numerator of which is
        equal
        to the Net Swap Payment made by the Interest Rate Swap Provider and the
        denominator of which is equal to the aggregate Stated Principal Balance of
        the
        Mortgage Loans, multiplied by 12.

       

      For
        any
        Distribution Date with respect to the Group II Certificates, a per annum
        rate
        equal to the sum of (i) the product of (x) the weighted average of the Expense
        Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans, weighted
        on
        the basis of the outstanding Stated Principal Balances of the Group II Mortgage
        Loans as of the first day of the month preceding the month of such Distribution
        Date (after giving effect to scheduled payments of principal due during the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) any
        amount on deposit in the Group II Pre-Funding Account minus an amount, expressed
        as a percentage, equal to the Net Swap Payment and Swap Termination Payment,
        if
        any (other than termination payments resulting from a Swap Provider Trigger
        Event), due by the Trust to the Interest Rate Swap Provider for such
        Distribution Date, divided by the aggregate Stated Principal Balance of the
        Mortgage Loans, multiplied by 12 and (y) a fraction, the numerator of which
        is
        30 and the denominator of which is the actual number of days elapsed in the
        related Interest Accrual Period and (ii) an amount, expressed as a percentage,
        equal to a fraction, the numerator of which is equal to the Net Swap Payment
        made by the Interest Rate Swap Provider and the denominator of which is equal
        to
        the aggregate Stated Principal Balance of the Mortgage Loans, multiplied
        by
        12.

       

      For
        any
        Distribution Date with respect to the Mezzanine Certificates, a per annum
        rate
        equal to the sum of (i) the product of (x) the weighted average (weighted
        on the
        basis of the results of subtracting from the aggregate Stated Principal Balance
        of the applicable Loan Group, the current Certificate Principal Balance of
        the
        related Class A Certificates) of the weighted average of the Expense Adjusted
        Net Maximum Mortgage Rates of the Group I Mortgage Loans and the Group II
        Mortgage Loans, in each case, weighted on the basis of the outstanding Stated
        Principal Balances of the related Mortgage Loans as of the first day of the
        month preceding the month of such Distribution Date (after giving effect
        to
        scheduled payments of principal due during the related Due Period, to the
        extent
        received or advanced, and unscheduled collections of principal received during
        the related Prepayment Period) and (y) a fraction, the numerator of which
        is 30
        and the denominator of which is the actual number of days elapsed in the
        related
        Interest Accrual Period and (ii) an amount, expressed as a percentage, equal
        to
        a fraction, the numerator of which is equal to the Net Swap Payment made
        by the
        Interest Rate Swap Provider and the denominator of which is equal to the
        aggregate Stated Principal Balance of the Mortgage Loans, multiplied by
        12.

       

      “Maximum
        III-LTZZ Uncertificated Interest Deferral Amount”: With respect to any
        Distribution Date, the excess of (i) accrued interest at the REMIC III
        Remittance Rate applicable to REMIC III Regular Interest III-LTZZ for such
        Distribution Date on a balance equal to the Uncertificated Balance of REMIC
        II
        Regular Interest III-LTZZ minus the REMIC III Overcollateralization Amount,
        in
        each case for such Distribution Date, over (ii) the Uncertificated Interest
        on
        REMIC III Regular Interest III-LTA1, REMIC III Regular Interest III-LTA2A,
        REMIC
        III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC
        III
        Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III
        Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III
        Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III
        Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III
        Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9 and REMIC
        III
        Regular Interest III-LTM10 for such Distribution Date, with the rate on each
        such REMIC III Regular Interest subject to a cap equal to the lesser of (i)
        LIBOR plus the related Certificate Margin and (ii) the related Net WAC
        Pass-Through Rate; provided, however, that solely for this purpose, calculations
        of the REMIC III Remittance Rate and the related caps with respect to REMIC
        III
        Regular Interest III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III
        Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III
        Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III
        Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III
        Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III
        Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III
        Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9 and REMIC
        III
        Regular Interest III-LTM10 shall be multiplied by a fraction, the numerator
        of
        which is the actual number of days in the Interest Accrual Period and the
        denominator of which is 30.

       

      “Maximum
        Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
        percentage set forth in the related Mortgage Note as the maximum Mortgage
        Rate
        thereunder.

       

      “Mezzanine
        Certificate”: Any one of the Class M-1 Certificates, Class M-2 Certificates,
        Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class
        M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
        Certificates and Class M-10 Certificates.

       

      “Minimum
        Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
        percentage set forth in the related Mortgage Note as the minimum Mortgage
        Rate
        thereunder.

       

      “Monthly
        Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
        principal and interest on such Mortgage Loan which is payable by the related
        Mortgagor from time to time under the related Mortgage Note, determined:
        (a)
        after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
        with respect to such Mortgage Loan and (ii) any reduction in the amount of
        interest collectible from the related Mortgagor pursuant to the Relief Act;
        (b)
        without giving effect to any extension granted or agreed to by the Master
        Servicer pursuant to Section 3.02; and (c) on the assumption that all other
        amounts, if any, due under such Mortgage Loan are paid when due.

       

      “Monthly
        Statement”: As defined in Section 4.02.

       

      “Moody’s”:
        Moody’s Investors Service, Inc., or its successor in interest.

       

      “Mortgage”:
        The mortgage, deed of trust or other instrument creating a first lien or
        second
        lien on a Mortgaged Property securing a Mortgage Note.

       

      “Mortgage
        File”: The mortgage documents listed in Section 2.01 pertaining to a particular
        Mortgage Loan and any additional documents required to be added to the Mortgage
        File pursuant to this Agreement.

       

      “Mortgage
        Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
        Section 2.01 or Section 2.03(d) of this Agreement, as held from time to time
        as
        a part of REMIC I, the Mortgage Loans so held being identified in the Mortgage
        Loan Schedule.

       

      “Mortgage
        Loan Purchase Agreement”: The agreement between the Seller and the Depositor,
        regarding the transfer of the Mortgage Loans by the Seller to or at the
        direction of the Depositor, substantially in the form of Exhibit D annexed
        hereto.

       

      “Mortgage
        Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
        on such date, separately identifying the Group I Mortgage Loans and the Group
        II
        Mortgage Loans, attached hereto as Schedule 1 and as supplemented by each
        schedule of Subsequent Mortgage Loans attached to the Subsequent Transfer
        Instrument. The Mortgage Loan Schedule shall set forth the following information
        with respect to each Mortgage Loan:

       

      
        	 	
                (1)

              	
                the
                  Seller’s Mortgage Loan identifying number;

              
	 	 	 
	 	
                (2)

              	
                [reserved];

              
	 	 	 
	 	
                (3)

              	
                the
                  state and zip code of the Mortgaged Property;

              
	 	 	 
	 	
                (4)

              	
                a
                  code indicating whether the Mortgaged Property is
                  owner-occupied;

              
	 	 	 
	 	
                (5)

              	
                the
                  type of Residential Dwelling constituting the Mortgaged
                  Property;

              
	 	 	 
	 	
                (6)

              	
                the
                  original months to maturity;

              
	 	 	 
	 	
                (7)

              	
                the
                  Loan-to-Value Ratio or Combined Loan-to-Value Ratio at
                  origination;

              
	 	 	 
	 	
                (8)

              	
                the
                  Mortgage Rate in effect immediately following the Cut-off Date
                  (or the
                  Subsequent Cut-off Date with respect to a Subsequent Mortgage
                  Loan);

              
	 	 	 
	 	
                (9)

              	
                the
                  date on which the first Monthly Payment was due on the Mortgage
                  Loan;

              
	 	 	 
	 	
                (10)

              	
                the
                  stated maturity date;

              
	 	 	 
	 	
                (11)

              	
                the
                  amount of the Monthly Payment due on the first Due Date after the
                  Cut-off
                  Date (or the Subsequent Cut-off Date with respect to a Subsequent
                  Mortgage
                  Loan);

              
	 	 	 
	 	
                (12)

              	
                the
                  last Due Date on which a Monthly Payment was actually applied to
                  the
                  unpaid Stated Principal Balance;

              
	 	 	 
	 	
                (13)

              	
                the
                  original principal amount of the Mortgage Loan;

              
	 	 	 
	 	
                (14)

              	
                the
                  Scheduled Principal Balance of the Mortgage Loan as of the close
                  of
                  business on the Cut-off Date (or the Subsequent Cut-off Date with
                  respect
                  to a Subsequent Mortgage Loan);

              
	 	 	 
	 	
                (15)

              	
                with
                  respect to the Adjustable-Rate Mortgage Loans, the Gross
                  Margin;

              
	 	 	 
	 	
                (16)

              	
                a
                  code indicating the purpose of the Mortgage Loan (i.e.,
                  purchase, refinance debt consolidation cashout, or refinance debt
                  consolidation no cashout);

              
	 	 	 
	 	
                (17)

              	
                with
                  respect to the Adjustable-Rate Mortgage Loans, the Maximum Mortgage
                  Rate;

              
	 	 	 
	 	
                (18)

              	
                with
                  respect to the Adjustable-Rate Mortgage Loans, the Minimum Mortgage
                  Rate;

              
	 	 	 
	 	
                (19)

              	
                the
                  Mortgage Rate at origination;

              
	 	 	 
	 	
                (20)

              	
                with
                  respect to the Adjustable-Rate Mortgage Loans, the Periodic Rate
                  Cap and
                  the maximum first Adjustment Date Mortgage Rate
                  adjustment;

              
	 	 	 
	 	
                (21)

              	
                a
                  code indicating the documentation program (i.e.,
                  Full Documentation, Limited Documentation or Stated
                  Income);

              
	 	 	 
	 	
                (22)

              	
                with
                  respect to the Adjustable-Rate Mortgage Loans, the first Adjustment
                  Date
                  immediately following the Cut-off Date (or the Subsequent Cut-off
                  Date
                  with respect to a Subsequent Mortgage Loan);

              
	 	 	 
	 	
                (23)

              	
                the
                  risk grade;

              
	 	 	 
	 	
                (24)

              	
                the
                  Value of the Mortgaged Property;

              
	 	 	 
	 	
                (25)

              	
                the
                  sale price of the Mortgaged Property, if applicable; 

              
	 	 	 
	 	
                (26)

              	
                the
                  FICO score of the primary Mortgagor; and

              
	 	 	 
	 	
                (27)

              	
                [reserved].

              


      

       

      The
        Mortgage Loan Schedule shall set forth the following information with respect
        to
        the Mortgage Loans by Loan Group and in the aggregate as of the Cut-off Date
        (or
        the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan):
        (1) the
        number of Mortgage Loans; (2) the current Stated Principal Balance of the
        Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans;
        and (4) the weighted average maturity of the Mortgage Loans. The Mortgage
        Loan
        Schedule shall be amended from time to time by the Depositor in accordance
        with
        the provisions of this Agreement. With respect to any Qualified Substitute
        Mortgage Loan, the Cut-off Date shall refer to the related Cut-off Date for
        such
        Mortgage Loan, determined in accordance with the definition of Cut-off Date
        herein.

       

      “Mortgage
        Note”: The original executed note or other evidence of the indebtedness of a
        Mortgagor under a Mortgage Loan.

       

      “Mortgage
        Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time,
        and any REO Properties acquired in respect thereof.

       

      “Mortgage
        Rate”: With respect to each Mortgage Loan, the annual rate at which interest
        accrues on such Mortgage Loan from time to time in accordance with the
        provisions of the related Mortgage Note, which rate (i) with respect to each
        Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the
        Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
        the
        Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent
        Mortgage Loan) and (ii) with respect to each Adjustable-Rate Mortgage Loan,
        (A)
        as of any date of determination until the first Adjustment Date following
        the
        Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent
        Mortgage Loan) shall be the rate set forth in the Mortgage Loan Schedule
        as the
        Mortgage Rate in effect immediately following the Cut-off Date (or the
        Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan) and (B)
        as
        of any date of determination thereafter shall be the rate as adjusted on
        the
        most recent Adjustment Date equal to the sum, rounded to the nearest 0.125%
        as
        provided in the Mortgage Note, of the Index, as most recently available as
        of a
        date prior to the Adjustment Date as set forth in the related Mortgage Note,
        plus the related Gross Margin; provided that the Mortgage Rate on such
        Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be more
        than
        the lesser of (i) the sum of the Mortgage Rate in effect immediately prior
        to
        the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii)
        the
        related Maximum Mortgage Rate, and shall never be less than the greater of
        (i)
        the Mortgage Rate in effect immediately prior to the Adjustment Date less
        the
        Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With
        respect to each Mortgage Loan that becomes an REO Property, as of any date
        of
        determination, the annual rate determined in accordance with the immediately
        preceding sentence as of the date such Mortgage Loan became an REO
        Property.

       

      “Mortgaged
        Property”: The underlying property identified in the related Mortgage as
        securing a Mortgage Loan, including any REO Property, consisting of an Estate
        in
        Real Property improved by a Residential Dwelling (excluding for purposes
        of
        construing the representations or warranties made in the Mortgage Loan Purchase
        Agreement, any improvements thereupon not considered by the appraiser in
        determining the Value of such Mortgaged Property).

       

      “Mortgagor”:
        The obligor on a Mortgage Note.

       

      “Net
        Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
        any Overcollateralization Reduction Amount for such Distribution Date and
        (ii)
        the excess of (x) the Available Funds for such Distribution Date over (y)
        the
        sum for such Distribution Date of (A) the Senior Interest Distribution
        Amount, (B) the Interest Distribution Amounts payable to the Mezzanine
        Certificates and (C) the Principal Remittance Amount.

       

      “Net
        Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property)
        as of any date of determination, a per annum rate of interest equal to the
        then
        applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
        Rate.

       

      “Net
        Swap
        Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
        the Fixed Swap Payment over (y) the Floating Swap Payment, and in the case
        of
        payments made by the Interest Rate Swap Provider, the excess, if any, of
        (x) the
        Floating Swap Payment over (y) the Fixed Swap Payment. In each case, the
        Net
        Swap Payment shall not be less than zero.

       

      “Net
        WAC
        Pass-Through Rate”: For any Distribution Date with respect to the Group I
        Certificates, a per annum rate equal to the product of (x) a
        fraction, expressed as a percentage, the numerator of which is the sum of
        (i)
        the amount of interest which accrued on the Group I Mortgage Loans in the
        related Due Period (adjusted to account for prepayments) minus the Trustee
        Fee,
        the PMI Insurer Fee, the Servicing Fee and an amount equal to the Group I
        Net
        WAC Allocation Percentage of any Net Swap Payments or Swap Termination Payment,
        if any (other
        than Swap Termination Payments resulting from a Swap Provider Trigger
        Event),
        payable by the Trust pursuant
        to the Interest Rate Swap Agreement and
        (ii)
        any
        amount withdrawn from the Group I Interest Coverage Account for such
        Distribution Date and
        the denominator of which is the sum of (i) the aggregate Stated Principal
        Balance of the Group I Mortgage Loans as of the first day of the related
        Due
        Period (or as of the Cut-off Date with respect to the first Distribution
        Date),
        after giving effect to principal prepayments received during the related
        Prepayment Period and (ii) any amount on deposit in the Group I Pre-Funding
        Account,
        (y) a
        fraction, the numerator of which is 30 and the denominator of which is the
        actual number of days elapsed in the related Interest Accrual Period and
        (z) 12.
        For federal income tax purposes for any Distribution Date with respect to
        the
        REMIC IV Regular Interests the ownership of which is represented by the Group
        I
        Certificates, the economic equivalent of such rate shall be expressed as
        the
        weighted average (adjusted for the actual number of days elapsed in the related
        Interest Accrual Period) of the REMIC III Remittance Rate on REMIC III Regular
        Interest III-LT1GRP, weighted on the basis of the Uncertificated Balance
        of such
        REMIC III Regular Interest.

       

      For
        any
        Distribution Date with respect to the Group II Certificates, a per annum
        rate
        equal to the product of (x) a
        fraction, expressed as a percentage, the numerator of which is the sum of
        (i)
        the amount of interest which accrued on the Group II Mortgage Loans in the
        related Due Period (adjusted to account for prepayments) minus the Trustee
        Fee,
        the PMI Insurer Fee, the Servicing Fee and an amount equal to the Group II
        Net
        WAC Allocation Percentage of any Net Swap Payments or Swap Termination Payment,
        if any (other
        than Swap Termination Payments resulting from a Swap Provider Trigger
        Event),
        payable by the Trust pursuant to the Interest Rate Swap Agreement and
        (ii)
        any
        amount withdrawn from the Group II Interest Coverage Account for such
        Distribution Date and
        the denominator of which is the sum of (i) the aggregate Stated Principal
        Balance of the Group II Mortgage Loans as of the first day of the related
        Due
        Period (or as of the Cut-off Date with respect to the first Distribution
        Date),
        after giving effect to principal prepayments received during the related
        Prepayment Period and (ii) any amount on deposit in the Group I Pre-Funding
        Account,
        (y) a
        fraction, the numerator of which is 30 and the denominator of which is the
        actual number of days elapsed in the related Interest Accrual Period and
        (z) 12.
        For federal income tax purposes for any Distribution Date with respect to
        the
        REMIC IV Regular Interests the ownership of which is represented by the Group
        II
        Certificates, the economic equivalent of such rate shall be expressed as
        the
        weighted average (adjusted for the actual number of days elapsed in the related
        Interest Accrual Period) of the REMIC III Remittance Rate on REMIC III Regular
        Interest III-LT2GRP, weighted on the basis of the Uncertificated Balance
        of such
        REMIC III Regular Interest.

       

      For
        any
        Distribution Date with respect to the Mezzanine Certificates, a per annum
        rate
        equal to the weighted average (weighted on the basis of the results of
        subtracting from the aggregate Stated Principal Balance of each Loan Group
        the
        current aggregate Certificate Principal Balance of the related Class A
        Certificates) of the Net WAC Pass-Through Rate for the Group I Certificates
        and
        the Net WAC Pass-Through Rate for the Group II Certificates. For federal
        income
        tax purposes, for any Distribution Date with respect to the REMIC IV Regular
        Interests the ownership of which is represented by the Mezzanine Certificates,
        the economic equivalent of such rate shall be expressed as the weighted average
        (adjusted for the actual number of days elapsed in the related Interest Accrual
        Period) of the REMIC III Remittance Rates on (a) REMIC III Regular Interest
        III-LT1SUB, subject to a cap and a floor equal to the weighted average of
        the
        Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans and (b)
        REMIC
        III Regular Interest III-LT2SUB, subject to a cap and a floor equal to the
        weighted average of the Expense Adjusted Net Mortgage Rates of the Group
        II
        Mortgage Loans, weighted on the basis of the Uncertificated Balance of each
        such
        REMIC III Regular Interest.

       

      “Net
        WAC
        Rate Carryover Amount”: With respect to any Class of Class A Certificates and
        the Mezzanine Certificates and any Distribution Date, the sum of (A) the
        excess,
        if any, of (i) the amount of interest such Certificates would have accrued
        for
        such Distribution Date had the applicable Pass-Through Rate been calculated
        at
        the related Formula Rate, over (ii) the amount of interest accrued on such
        Certificates at the related Net WAC Pass-Through Rate for such Distribution
        Date
        and (B) the related Net WAC Rate Carryover Amount for the previous Distribution
        Date not previously paid, together with interest thereon at a rate equal
        to the
        related Formula Rate applicable for such Class in each case for the Interest
        Accrual Period for the current Distribution Date.

       

      “Net
        WAC
        Rate Carryover Reserve Account”: The Net WAC Rate Carryover Reserve Account
        established and maintained pursuant to Section 4.11.

       

      “New
        Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
        any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
        to
        renegotiate the terms of such lease.

       

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

       

      “Nonrecoverable
        Advance”: Any Advance previously made or proposed to be made in respect of a
        Mortgage Loan or REO Property that, in the good faith business judgment of
        the
        Master Servicer, will not or, in the case of a proposed Advance, would not
        be
        ultimately recoverable from related Late Collections, Insurance Proceeds
        or
        Liquidation Proceeds on such Mortgage Loan or REO Property as provided
        herein.

       

      “Nonrecoverable
        Servicing Advance”: Any Servicing Advance previously made or proposed to be made
        in respect of a Mortgage Loan or REO Property that, in the good faith business
        judgment of the Master Servicer, shall not or, in the case of a proposed
        Servicing Advance, would not be ultimately recoverable from related Late
        Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage
        Loan or
        REO Property as provided herein.

       

      “Non-United
        States Person”: Any Person other than a United States Person.

       

      “Notional
        Amount”: With respect to the Class CE Interest and any Distribution Date, the
        aggregate Uncertificated Balance of the REMIC III Regular Interests (other
        than
        REMIC III Regular Interest III-IO and REMIC III Regular Interest III-LTP),
        immediately prior to such Distribution Date. For federal income tax purposes,
        the Class CE Certificates will not have a Notional Amount, but will be entitled
        to 100% of amounts distributed in respect of the Class CE Interest.

       

      “Offered
        Certificate”: Any one of the Class A Certificates and the Mezzanine Certificates
        (other than the Private Mezzanine Certificates) issued under this
        Agreement.

       

      “Officers’
        Certificate”: With respect to the Depositor, a certificate signed by the
        Chairman of the Board, the Vice Chairman of the Board, the President or a
        vice
        president (however denominated), and by the Treasurer, the Secretary, or
        one of
        the assistant treasurers or assistant secretaries. With respect to the Master
        Servicer, any officer who is authorized to act for the Master Servicer in
        matters relating to this Agreement, and whose action is binding upon the
        Master
        Servicer, initially including those individuals whose names appear on the
        list
        of authorized officers delivered at the closing.

       

      “One-Month
        LIBOR”: With respect to the Adjustable-Rate Certificates, REMIC III Regular
        Interest III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular
        Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular
        Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular
        Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular
        Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular
        Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular
        Interest III-LTM8, REMIC III Regular Interest III-LTM9 and REMIC III Regular
        Interest III-LTM10 and any Interest Accrual Period therefor, the rate determined
        by the Trustee on the related Interest Determination Date on the basis of
        the
        offered rate for one-month U.S. dollar deposits, as such rate appears on
        Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination
        Date; provided that if such rate does not appear on Telerate Page 3750, the
        rate
        for such date shall be determined on the basis of the offered rates of the
        Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London
        time) on such Interest Determination Date. In such event, the Trustee shall
        request the principal London office of each of the Reference Banks to provide
        a
        quotation of its rate. If on such Interest Determination Date, two or more
        Reference Banks provide such offered quotations, One-Month LIBOR for the
        related
        Interest Accrual Period shall be the arithmetic mean of such offered quotations
        (rounded upwards, if necessary, to the nearest whole multiple of 1/16%).
        If on
        such Interest Determination Date, fewer than two Reference Banks provide
        such
        offered quotations, One-Month LIBOR for the related Interest Accrual Period
        shall be the higher of (i) LIBOR as determined on the previous Interest
        Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the
        foregoing, if, under the priorities described above, LIBOR for an Interest
        Determination Date would be based on LIBOR for the previous Interest
        Determination Date for the third consecutive Interest Determination Date,
        the
        Trustee shall select, after consultation with the Depositor and the NIMS
        Insurer, an alternative comparable index (over which the Trustee has no
        control), used for determining one-month Eurodollar lending rates that is
        calculated and published (or otherwise made available) by an independent
        party.

       

      “Opinion
        of Counsel”: A written opinion of counsel, who may, without limitation, be
        salaried counsel for the Depositor or the Master Servicer acceptable to the
        Trustee, if such opinion is delivered to the Trustee, acceptable to the NIMS
        Insurer, if such opinion is delivered to the NIMS Insurer, except that any
        opinion of counsel relating to (a) the qualification of any Trust REMIC as
        a
        REMIC or (b) compliance with the REMIC Provisions must be an opinion of
        Independent counsel.

       

      “Optional
        Termination Date”: The first Distribution Date on which the aggregate Stated
        Principal Balance of the Mortgage Loans (and properties acquired in respect
        thereof) remaining in the Trust Fund is reduced to an amount less than 10%
        of
        the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the Cut-off Date and (ii) the Original Pre-Funded Amounts.

       

      “Original
        Group I Pre-Funded Amount”: The amount deposited by the Depositor in the Group I
        Pre-Funding Account on the Closing Date, which amount is
        $312,449,420.00.

       

      “Original
        Group II Pre-Funded Amount”: The amount deposited by the Depositor in the Group
        II Pre-Funding Account on the Closing Date, which amount is
        $225,793,622.00.

       

      “Original
        Pre-Funded Amounts”: The sum of the Original Group I Pre-Funded Amount and the
        Original Group II Pre-Funded Amount.

       

      “Originator”:
        Each of Argent Mortgage Company, L.L.C and Ameriquest Mortgage
        Company.

       

      “Overcollateralization
        Deficiency Amount”: With respect to any Distribution Date, the excess, if any,
        of (a) the Overcollateralization Target Amount applicable to such Distribution
        Date over (b) the Overcollateralized Amount applicable to such Distribution
        Date
        (calculated for this purpose only, after assuming that 100% of the Principal
        Remittance Amount on such Distribution Date has been distributed).

       

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

       

      “Overcollateralization
        Reduction Amount”: With respect to any Distribution Date, an amount equal to the
        lesser of (a) the Excess Overcollateralized Amount and (b) the Principal
        Remittance Amount.

       

      “Overcollateralization
        Target Amount”: With respect to any Distribution Date (i) prior to the Stepdown
        Date, 2.05% of the sum of (x) the aggregate Stated Principal Balance of the
        Initial Mortgage Loans as of the Cut-off Date and (y) the Original Pre-Funded
        Amounts, (ii) on or after the Stepdown Date provided a Trigger Event is not
        in
        effect, the greater of (x) 4.10% of the aggregate Stated Principal Balance
        of
        the Mortgage Loans as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced and unscheduled collections of principal
        received during the related Prepayment Period) and (y) $14,999,994.63, or
        (iii)
        on or after the Stepdown Date and if a Trigger Event is in effect, the
        Overcollateralization Target Amount for the immediately preceding Distribution
        Date. Notwithstanding the foregoing, on and after any Distribution Date
        following the reduction of the aggregate Certificate Principal Balance of
        the
        Class A Certificates and the Mezzanine Certificates to zero, the
        Overcollateralization Target Amount shall be zero.

       

      “Overcollateralized
        Amount”: With respect to any Distribution Date, the excess, if any, of (a) the
        sum of (i) the aggregate Stated Principal Balances of the Mortgage Loans
        and REO
        Properties immediately following such Distribution Date (after giving effect
        to
        scheduled payments of principal due during the related Due Period, to the
        extent
        received or advanced, and unscheduled collections of principal received during
        the related Prepayment Period) and (ii) the amounts on deposit in the
        Pre-Funding Accounts as of the last day of the related Due Period, over (b)
        the
        sum of the aggregate Certificate Principal Balances of the Class A Certificates,
        the Mezzanine Certificates and the Class P Certificates as of such Distribution
        Date (after giving effect to distributions to be made on such Distribution
        Date).

       

      “Ownership
        Interest”: As to any Certificate, any ownership or security interest in such
        Certificate, including any interest in such Certificate as the Holder thereof
        and any other interest therein, whether direct or indirect, legal or beneficial,
        as owner or as pledgee.

       

      “Pass-Through
        Rate”: With respect to any Class A or Mezzanine Certificates and any
        Distribution Date, the lesser of (x) the related Formula Rate for such
        Distribution Date and (y) the related Net WAC Pass-Through Rate for such
        Distribution Date.

       

      With
        respect to the Class CE Interest and any Distribution Date, a rate per annum
        equal to the percentage equivalent of a fraction, the numerator of which
        is (x)
        the sum of (i) 100% of the interest on REMIC III Regular Interest II-LTP
        and
        (ii) interest on the Uncertificated Balance of each REMIC III Regular Interest
        listed in clause (y) at a rate equal to the related REMIC III Remittance
        Rate
        minus the Marker Rate and the denominator of which is (y) the aggregate
        Uncertificated Balance of REMIC
        III
        Regular Interest III-LTAA, REMIC III Regular Interest III-LTA1, REMIC III
        Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III
        Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III
        Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III
        Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4,
        REMIC
        III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC
        III
        Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III
        Regular Interest III-LTM9, REMIC III Regular Interest II-LTM10 and REMIC
        III
        Regular Interest III-LTZZ.

       

      With
        respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not
        have
        a Pass-Through Rate, but interest for such Regular Interest and each
        Distribution Date shall be an amount equal to 100% of the amounts distributable
        to REMIC III Regular Interest III-IO for such Distribution Date.

       

      With
        respect to the Class CE Certificates, 100% of the interest distributable
        to the
        Class CE Interest, expressed as a per annum rate.

       

      “Percentage
        Interest”: With respect to any Class of Certificates (other than the Residual
        Certificates), the undivided percentage ownership in such Class evidenced
        by
        such Certificate, expressed as a percentage, the numerator of which is the
        initial Certificate Principal Balance or Notional Amount represented by such
        Certificate and the denominator of which is the aggregate initial Certificate
        Principal Balance or Notional Amount of all of the Certificates of such Class.
        The
        Group
        I Certificates are issuable only in minimum Percentage Interests corresponding
        to minimum initial Certificate Principal Balances of $100,000 and integral
        multiples of $1.00 in excess thereof.
        The
        Group II Certificates and the Mezzanine Certificates (other than the Private
        Mezzanine Certificates) are issuable only in minimum Percentage Interests
        corresponding to minimum initial Certificate Principal Balances of $100,000
        and
        integral multiples of $1.00 in excess thereof. The Private Mezzanine
        Certificates are issuable only in minimum Percentage Interests corresponding
        to
        minimum initial Certificate Principal Balances of $100,000 and integral
        multiples of $1.00 in excess thereof. The Class P Certificates are issuable
        only
        in minimum Percentage Interests corresponding to minimum initial Certificate
        Principal Balances of $20 and integral multiples thereof. The Class CE
        Certificates are issuable only in minimum Percentage Interests corresponding
        to
        minimum initial Notional Amount of $10,000 and integral multiples of $1.00
        in
        excess thereof; provided, however, that a single Certificate of such Class
        of
        Certificates may be issued having a Percentage Interest corresponding to
        the
        remainder of the aggregate initial Certificate Principal Balance or Notional
        Amount of such Class or to an otherwise authorized denomination for such
        Class
        plus such remainder. With respect to any Residual Certificate, the undivided
        percentage ownership in such Class evidenced by such Certificate, as set
        forth
        on the face of such Certificate. The Residual Certificates are issuable in
        Percentage Interests of 20% and multiples thereof.

       

      “Periodic
        Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
        Date therefor, the fixed percentage set forth in the related Mortgage Note,
        which is the maximum amount by which the Mortgage Rate for such Mortgage
        Loan
        may increase or decrease (without regard to the Maximum Mortgage Rate or
        the
        Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
        effect
        immediately prior to such Adjustment Date.

       

      “Permitted
        Investments”: Any one or more of the following obligations or securities
        acquired at a purchase price of not greater than par, regardless of whether
        issued by the Depositor, the Master Servicer, the NIMS Insurer, the Trustee
        or
        any of their respective Affiliates:

       

      (i) direct
        obligations of, or obligations fully guaranteed as to timely payment of
        principal and interest by, the United States or any agency or instrumentality
        thereof, provided that such obligations are backed by the full faith and
        credit
        of the United States;

       

      (ii) demand
        and time deposits in, certificates of deposit of, or bankers’ acceptances (which
        shall each have an original maturity of not more than 90 days and, in the
        case
        of bankers’ acceptances, shall in no event have an original maturity of more
        than 365 days or a remaining maturity of more than 30 days) denominated in
        United States dollars and issued by, any Depository Institution;

       

      (iii) repurchase
        obligations with respect to any security described in clause (i) above entered
        into with a Depository Institution (acting as principal);

       

      (iv) securities
        bearing interest or sold at a discount that are issued by any corporation
        incorporated under the laws of the United States of America or any state
        thereof
        and that are rated by each Rating Agency that rates such securities in its
        highest long-term unsecured rating categories at the time of such investment
        or
        contractual commitment providing for such investment;

       

      (v) commercial
        paper (including both non-interest-bearing discount obligations and
        interest-bearing obligations payable on demand or on a specified date not
        more
        than 30 days after the date of acquisition thereof) that is rated by each
        Rating
        Agency that rates such securities in its highest short-term unsecured debt
        rating available at the time of such investment;

       

      (vi) units
        of
        money market funds, including money market funds advised by the Trustee or
        an
        Affiliate thereof, that have been rated “Aaa” by Moody’s, “AAA” by Fitch and
“AAAm” by S&P; and

       

      (vii) if
        previously confirmed in writing to the Trustee and consented to by the NIMS
        Insurer, any other demand, money market or time deposit, or any other
        obligation, security or investment, with at least an investment grade rating,
        as
        may be acceptable to the Rating Agencies as a permitted investment of funds
        backing securities having ratings equivalent to its highest initial rating
        of
        the Class A Certificates;

       

      provided,
        however, that no instrument described hereunder shall evidence either the
        right
        to receive (a) only interest with respect to the obligations underlying such
        instrument or (b) both principal and interest payments derived from obligations
        underlying such instrument and the interest and principal payments with respect
        to such instrument provide a yield to maturity at par greater than 120% of
        the
        yield to maturity at par of the underlying obligations.

       

      “Permitted
        Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
        Organization or Non-United States Person.

       

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

       

      “Plan”:
        Any employee benefit plan or certain other retirement plans and arrangements,
        including individual retirement accounts and annuities, Keogh plans and bank
        collective investment funds and insurance company general or separate accounts
        in which such plans, accounts or arrangements are invested, that are subject
        to
        Section 406 of ERISA or Section 4975 of the Code.

       

      “Pre-Funding
        Accounts”: The Group I Pre-Funding Account and the Group II Pre-Funding
        Account.

       

      “PMI
        Insurer”: Mortgage Guaranty Insurance Corporation, a Wisconsin stock insurance
        corporation, or its successor in interest.

       

      “PMI
        Insurer Fee”: The amount payable to each PMI Insurer on each Distribution Date
        pursuant to Section 3.22, which amount shall equal one-twelfth of the product
        of
        (i) the related PMI Insurer Fee Rate, multiplied by (ii) the aggregate Stated
        Principal Balance of the related PMI Mortgage Loans and any related REO
        Properties as of the first day of the related Due Period (after giving effect
        to
        scheduled payments of principal due during the Due Period relating to the
        previous Distribution Date, to the extent received or advanced) plus any
        applicable premium taxes on related PMI Mortgage Loans located in West Virginia
        and Kentucky.

       

      “PMI
        Insurer Fee Rate”: 0.097% per annum.

       

      “PMI
        Mortgage Loans”: The list of Mortgage Loans insured by the PMI Insurer attached
        hereto as Schedule 3.

       

      “PMI
        Policy”: The primary mortgage insurance policy (policy reference number:
        04-690-5-2492) with respect to the related PMI Mortgage Loans, including
        all
        endorsements thereto dated the Closing Date, issued by the PMI Insurer and
        the
        Terms Letter, dated June 20, 2006 among Mortgage Guaranty Insurance Corporation,
        the Master Servicer and the Trustee.

       

      “Prepayment
        Assumption”: As defined in the Prospectus Supplement.

       

      “Prepayment
        Charge”: With respect to any Prepayment Period, any prepayment premium, fee or
        charge payable by a Mortgagor in connection with any full and voluntary
        Principal Prepayment pursuant to the terms of the related Mortgage Note as
        from
        time to time held as a part of the Trust Fund, the Prepayment Charges so
        held
        being identified in the Prepayment Charge Schedule (other than any Master
        Servicer Prepayment Charge Payment Amount).

       

      “Prepayment
        Charge Schedule”: As of any date, the list of Prepayment Charges included in the
        Trust Fund on such date, attached hereto as Schedule 2 (including the prepayment
        charge summary attached thereto) and as supplemented by each schedule of
        Subsequent Mortgage Loans attached to the Subsequent Transfer Instrument.
        The
        Prepayment Charge Schedule shall set forth the following information with
        respect to each Prepayment Charge:

       

      
        	 	
                (i)

              	
                the
                  Master Servicer’s Mortgage Loan identifying number;

              
	 	 	 
	 	
                (ii)

              	
                a
                  code indicating the type of Prepayment Charge;

              
	 	 	 
	 	
                (iii)

              	
                the
                  date on which the first Monthly Payment was due on the related
                  Mortgage
                  Loan;

              
	 	 	 
	 	
                (iv)

              	
                the
                  term of the related Prepayment Charge;

              
	 	 	 
	 	
                (v)

              	
                the
                  original Stated Principal Balance of the related Mortgage Loan;
                  and

              
	 	 	 
	 	
                (vi)

              	
                the
                  Stated Principal Balance of the related Mortgage Loan as of the
                  Cut-off
                  Date (or the related Subsequent Cut-off Date with respect to a
                  Subsequent
                  Mortgage Loan).

              


      

       

      The
        Prepayment Charge Schedule shall be amended from time to time by the Master
        Servicer in accordance with the provisions of this Agreement and a copy of
        such
        amended Prepayment Charge Schedule shall be furnished by the Master Servicer
        to
        the NIMS Insurer, if any.

       

      “Prepayment
        Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
        that was the subject of a Principal Prepayment in full during the portion
        of the
        related Prepayment Period occurring between the first day of the calendar
        month
        in which such Distribution Date occurs and the Determination Date of the
        calendar month in which such Distribution Date occurs, an amount equal to
        interest (to the extent received) at the applicable Net Mortgage Rate on
        the
        amount of such Principal Prepayment for the number of days commencing on
        the
        first day of the calendar month in which such Distribution Date occurs and
        ending on the last date through which interest is collected from the related
        Mortgagor. The Master Servicer may withdraw such Prepayment Interest Excess
        from
        the Collection Account in accordance with Section 3.05(a)(iv).

       

      “Prepayment
        Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
        Loan that was the subject of a Principal Prepayment in full during the portion
        of the related Prepayment Period occurring between the first day of the related
        Prepayment Period and the last day of the calendar month preceding the month
        in
        which such Distribution Date occurs, an amount equal to interest at the
        applicable Net Mortgage Rate on the amount of such Principal Prepayment for
        the
        number of days commencing on the day after the last date on which interest
        is
        collected from the related Mortgagor and ending on the last day of the calendar
        month preceding such Distribution Date. The obligations of the Master Servicer
        in respect of any Prepayment Interest Shortfall are set forth in Section
        4.03(e). 

       

      “Prepayment
        Period”: With respect to any Distribution Date, the period commencing on the day
        after the Determination Date in the calendar month preceding the calendar
        month
        in which such Distribution Date occurs (or, in the case of the first
        Distribution Date, commencing on June 1, 2006) and ending on the Determination
        Date of the calendar month in which such Distribution Date occurs.

       

      “Principal
        Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
        which is received in advance of its scheduled Due Date and which is not
        accompanied by an amount of interest representing the full amount of scheduled
        interest due on any Due Date in any month or months subsequent to the month
        of
        prepayment.

       

      “Principal
        Remittance Amount”: With respect to any Distribution Date, the sum of the (i)
        the Group I Principal Remittance Amount and (ii) the Group II Principal
        Remittance Amount.

       

      “Private
        Mezzanine Certificates”: None.

       

      “Prospectus
        Supplement”: The Prospectus Supplement, dated June 9, 2006, relating to the
        public offering of the Offered Certificates.

       

      “PTCE”:
        A
        Prohibited Transaction Class Exemption.

       

      “Purchase
        Price”: With respect to any Mortgage Loan or REO Property to be purchased
        pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section
        9.01,
        and as confirmed by an Officers’ Certificate from the Master Servicer to the
        Trustee, an amount equal to the sum of (i) 100% of the Stated Principal Balance
        thereof as of the date of purchase (or such other price as provided in Section
        9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such
        Stated
        Principal Balance at the applicable Net Mortgage Rate in effect from time
        to
        time from the Due Date as to which interest was last covered by a payment
        by the
        Mortgagor or an Advance by the Master Servicer, which payment or Advance
        had as
        of the date of purchase been distributed pursuant to Section 4.01, through
        the
        end of the calendar month in which the purchase is to be effected and (y)
        an REO
        Property, the sum of (1) accrued interest on such Stated Principal Balance
        at
        the applicable Net Mortgage Rate in effect from time to time from the Due
        Date
        as to which interest was last covered by a payment by the Mortgagor or an
        advance by the Master Servicer through the end of the calendar month immediately
        preceding the calendar month in which such REO Property was acquired plus
        (2)
        REO Imputed Interest for such REO Property for each calendar month commencing
        with the calendar month in which such REO Property was acquired and ending
        with
        the calendar month in which such purchase is to be effected, net of the total
        of
        all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances
        that as of the date of purchase had been distributed as or to cover REO Imputed
        Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances
        and
        Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or
        REO
        Property, (iv) any amounts previously withdrawn from the Collection Account
        in
        respect of such Mortgage Loan or REO Property pursuant to Sections 3.05(a)(v)
        and 3.16(a) and (v) in the case of a Mortgage Loan required to be purchased
        pursuant to Section 2.03, expenses reasonably incurred or to be incurred
        by the
        Master Servicer, the NIMS Insurer or the Trustee in respect of the breach
        or
        defect giving rise to the purchase obligation, as well as any costs and damages
        incurred by the Trust Fund in connection with any violation by such loan
        of any
        predatory or abusive lending law.

       

      “Qualified
        Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
        Loan pursuant to the terms of this Agreement which must, on the date of such
        substitution, (i) have an outstanding Stated Principal Balance, after
        application of all scheduled payments of principal and interest due during
        or
        prior to the month of substitution, not in excess of the Scheduled Principal
        Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
        during which the substitution occurs, (ii) have a Mortgage Rate not less
        than
        (and not more than one percentage point in excess of) the Mortgage Rate of
        the
        Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate Mortgage
        Loan,
        have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the
        Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage
        Loan,
        have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
        Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage Loan,
        have a
        Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi)
        with
        respect to any Adjustable-Rate Mortgage Loan, have a next Adjustment Date
        not
        more than two months later than the next Adjustment Date on the Deleted Mortgage
        Loan, (vii) have a remaining term to maturity not greater than (and not more
        than one year less than) that of the Deleted Mortgage Loan, (viii) have the
        same
        Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value
        Ratio or Combined Loan-to-Value Ratio as of the date of substitution equal
        to or
        lower than the Loan-to-Value Ratio or Combined Loan-to-Value Ratio of the
        Deleted Mortgage Loan as of such date, (x) have a risk grading determined
        by the
        Seller at least equal to the risk grading assigned on the Deleted Mortgage
        Loan,
        (xi) have been underwritten or reunderwritten by the Seller or an Affiliate
        of
        the Seller in accordance with the same underwriting criteria and guidelines
        as
        the Deleted Mortgage Loan, (xii) have a Prepayment Charge provision at least
        equal to the Prepayment Charge provision of the Deleted Mortgage Loan, (xiii)
        not be more than 59 or more days delinquent or any additional days delinquent
        than the Deleted Mortgage Loan, (xiv) conform to each representation and
        warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement
        applicable to the Deleted Mortgage Loan and (xv) be covered by the PMI Policy
        if
        the Deleted Mortgage Loan was covered by the PMI Policy. In the event that
        one
        or more mortgage loans are substituted for one or more Deleted Mortgage Loans,
        the amounts described in clause (i) hereof shall be determined on the basis
        of
        aggregate Stated Principal Balances, the Mortgage Rates described in clause
        (ii)
        hereof shall be determined on the basis of weighted average Mortgage Rates,
        the
        terms described in clause (vii) hereof shall be determined on the basis of
        weighted average remaining terms to maturity, the Loan-to-Value Ratios or
        Combined Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied
        as to each such mortgage loan, the risk gradings described in clause (x)
        hereof
        shall be satisfied as to each such mortgage loan and, except to the extent
        otherwise provided in this sentence, the representations and warranties
        described in clause (xiv) hereof must be satisfied as to each Qualified
        Substitute Mortgage Loan or in the aggregate, as the case may be.

       

      “Rating
        Agency” or “Rating Agencies”: Moody’s, Fitch and S&P or their successors. If
        such agencies or their successors are no longer in existence, “Rating Agencies”
shall be such nationally recognized statistical rating agencies, or other
        comparable Persons, designated by the Depositor, notice of which designation
        shall be given to the Trustee and the Master Servicer.

       

      “Realized
        Loss”: With respect to each Mortgage Loan as to which a Final Recovery
        Determination has been made, an amount (not less than zero) equal to (i)
        the
        unpaid Stated Principal Balance of such Mortgage Loan as of the commencement
        of
        the calendar month in which the Final Recovery Determination was made, plus
        (ii)
        accrued interest from the Due Date as to which interest was last paid by
        the
        Mortgagor through the end of the calendar month in which such Final Recovery
        Determination was made, calculated in the case of each calendar month during
        such period (A) at an annual rate equal to the annual rate at which interest
        was
        then accruing on such Mortgage Loan and (B) on a principal amount equal to
        the
        Stated Principal Balance of such Mortgage Loan as of the close of business
        on
        the Distribution Date during such calendar month, plus (iii) any amounts
        previously withdrawn from the Collection Account in respect of such Mortgage
        Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus (iv) the
        proceeds, if any, received in respect of such Mortgage Loan during the calendar
        month in which such Final Recovery Determination was made, net of amounts
        that
        are payable therefrom to the Master Servicer with respect to such Mortgage
        Loan
        pursuant to Section 3.05(a)(ii). If the Master Servicer receives Subsequent
        Recoveries with respect to any Mortgage Loan, the amount of Realized Losses
        with
        respect to that Mortgage Loan shall be reduced to the extent such recoveries
        are
        applied to principal distributions on any Distribution Date.

       

      With
        respect to any REO Property as to which a Final Recovery Determination has
        been
        made, an amount (not less than zero) equal to (i) the unpaid Stated Principal
        Balance of the related Mortgage Loan as of the date of acquisition of such
        REO
        Property on behalf of REMIC I, plus (ii) accrued interest from the Due Date
        as
        to which interest was last paid by the Mortgagor in respect of the related
        Mortgage Loan through the end of the calendar month immediately preceding
        the
        calendar month in which such REO Property was acquired, calculated in the
        case
        of each calendar month during such period (A) at an annual rate equal to
        the
        annual rate at which interest was then accruing on the related Mortgage Loan
        and
        (B) on a principal amount equal to the Stated Principal Balance of the related
        Mortgage Loan as of the close of business on the Distribution Date during
        such
        calendar month, plus (iii) REO Imputed Interest for such REO Property for
        each
        calendar month commencing with the calendar month in which such REO Property
        was
        acquired and ending with the calendar month in which such Final Recovery
        Determination was made, plus (iv) any amounts previously withdrawn from the
        Collection Account in respect of the related Mortgage Loan pursuant to Section
        3.05(a)(v) and Section 3.12(c), minus (v) the aggregate of all Advances made
        by
        the Master Servicer in respect of such REO Property or the related Mortgage
        Loan
        for which the Master Servicer has been or, in connection with such Final
        Recovery Determination, shall be reimbursed pursuant to Section 3.13 out
        of
        rental income, Insurance Proceeds and Liquidation Proceeds received in respect
        of such REO Property, minus (vi) the total of all net rental income, Insurance
        Proceeds and Liquidation Proceeds received in respect of such REO Property
        that
        has been, or in connection with such Final Recovery Determination, shall
        be
        transferred to the Distribution Account pursuant to Section 3.13.

       

      With
        respect to each Mortgage Loan which has become the subject of a Deficient
        Valuation, the difference between the Stated Principal Balance of the Mortgage
        Loan outstanding immediately prior to such Deficient Valuation and the Stated
        Principal Balance of the Mortgage Loan as reduced by the Deficient
        Valuation.

       

      With
        respect to each Mortgage Loan which has become the subject of a Debt Service
        Reduction, the portion, if any, of the reduction in each affected Monthly
        Payment attributable to a reduction in the Mortgage Rate imposed by a court
        of
        competent jurisdiction. Each such Realized Loss shall be deemed to have been
        incurred on the Due Date for each affected Monthly Payment.

       

      If
        the
        Master Servicer receives Subsequent Recoveries with respect to any Mortgage
        Loan, the amount of the Realized Loss with respect to that Mortgage Loan
        shall
        be reduced to the extent such recoveries are applied to principal distributions
        on any Distribution Date.

       

      “Record
        Date”: With respect to each Distribution Date and any Adjustable-Rate
        Certificate that is a Book-Entry Certificate, the Business Day immediately
        preceding such Distribution Date. With respect to each Distribution Date
        and any
        other Class of Certificates, including any Definitive Certificates, the last
        Business Day of the month immediately preceding the month in which such
        Distribution Date occurs.

       

      “Reference
        Banks”: Deutsche Bank, Barclays Bank PLC, The Tokyo Mitsubishi Bank and National
        Westminster Bank PLC and their successors in interest; provided, however,
        that
        if any of the foregoing banks are not suitable to serve as a Reference Bank,
        then any leading banks selected by the Trustee (after consultation with the
        Depositor and the NIMS Insurer, if any) which are engaged in transactions
        in
        Eurodollar deposits in the international Eurocurrency market (i) with an
        established place of business in London, (ii) not controlling, under the
        control
        of or under common control with the Depositor or any Affiliate thereof and
        (iii)
        which have been designated as such by the Trustee.

       

      “Refinanced
        Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
        the related Mortgaged Property.

       

      “Regular
        Certificate”: Any Class A Certificate, Mezzanine Certificate, Class P
        Certificate or Class CE Certificate.

       

      “Regular
        Interest”: A “regular interest” in a REMIC within the meaning of Section
        860G(a)(1) of the Code.

       

      “Relief
        Act”: The Servicemembers Civil Relief Act or any applicable state law providing
        similar relief.

       

      “Relief
        Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
        Loan, any reduction in the amount of interest collectible on such Mortgage
        Loan
        for the most recently ended calendar month as a result of the application
        of the
        Relief Act.

       

      “REMIC”:
        A “real estate mortgage investment conduit” within the meaning of Section 860D
        of the Code.

       

      “REMIC
        I”: The segregated pool of assets subject hereto, constituting the primary
        trust
        created hereby and to be administered hereunder, with respect to which a
        REMIC
        election is to be made, consisting of: (i) such Mortgage Loans and Prepayment
        Charges as from time to time are subject to this Agreement, together with
        the
        Mortgage Files relating thereto, and together with all collections thereon
        and
        proceeds thereof, (ii) any REO Property, together with all collections thereon
        and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage
        Loans under all insurance policies (including the PMI Policy) required to
        be
        maintained pursuant to this Agreement and any proceeds thereof, (iv) the
        Depositor’s rights under the Mortgage Loan Purchase Agreement (including any
        security interest created thereby) to the extent conveyed pursuant to Section
        2.01 and (v) the Collection Account (other than any amounts representing
        any
        Master Servicer Prepayment Charge Payment Amounts), the Distribution Account
        (other than any amounts representing any Master Servicer Prepayment Charge
        Payment Amounts) and any REO Account and such assets that are deposited therein
        from time to time and any investments thereof, together with any and all
        income,
        proceeds and payments with respect thereto. Notwithstanding the foregoing,
        however, REMIC I specifically excludes any Master Servicer Prepayment Charge
        Payment Amounts, the Pre-Funding Accounts, the Interest Coverage Accounts,
        any
        Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account,
        the Interest Rate Swap Agreement, the Swap Account, all payments and other
        collections of principal and interest due on the Mortgage Loans on or before
        the
        Cut-off Date and all Prepayment Charges payable in connection with Principal
        Prepayments made before the Cut-off Date.

       

      “REMIC
        I
        Regular Interests”: Any one of the separate non-certificated beneficial
        ownership interests in REMIC I issued hereunder and designated as a Regular
        Interest in REMIC 1. Each REMIC I Regular Interest shall accrue interest
        at the
        REMIC I Remittance Rate in effect from time to time, and shall be entitled
        to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Principal Balance as
        set
        forth in the Preliminary Statement hereto. The following is a list of each
        of
        the REMIC I Regular Interests: REMIC I Regular Interest LT1, REMIC I Regular
        Interest LT1PF, REMIC I Regular Interest LT2, REMIC I Regular Interest LT2PF
        and
        REMIC I Regular Interest LTP.

       

      “REMIC
        I
        Remittance Rate”: With respect to REMIC I Regular Interest I-LT1 and REMIC I
        Regular Interest I-LTP, and (i) for the first Distribution Date, the weighted
        average of the per annum rates of interest equal to the Mortgage Rates on
        the
        Group I Initial Mortgage Loans as of the first day of the month preceding
        the
        month in which the Distribution Date occurs minus the sum of (a) the Servicing
        Fee Rate and (b) the Trustee Fee Rate and (ii) thereafter, the weighted average
        of the per annum rates of interest equal to the Mortgage Rates on the Group
        I
        Mortgage Loans as of the first day of the month preceding the month in which
        the
        Distribution Date occurs minus the sum of (a) the Servicing Fee Rate and
        (b) the
        Trustee Fee Rate. With respect to REMIC I Regular Interest I-LT2, and (i)
        for
        the first Distribution Date, the weighted average of the per annum rates
        of
        interest equal to the Mortgage Rates on the Group II Initial Mortgage Loans
        as
        of the first day of the month preceding the month in which the Distribution
        Date
        occurs minus the sum of (a) the Servicing Fee Rate and (b) the Trustee Fee
        Rate,
        and (ii) thereafter, the weighted average of the per annum rates of interest
        equal to the Mortgage Rates on the Group II Mortgage Loans as of the first
        day
        of the month preceding the month in which the Distribution Date occurs minus
        the
        sum of (a) the Servicing Fee Rate and (b) the Trustee Fee Rate, if applicable.
        With respect to REMIC I Regular Interest I-LT1PF and (i) the first Distribution
        Date, 3.01% and (ii) thereafter, the weighted average of the per annum rates
        of
        interest equal to the Mortgage Rates on the Group I Mortgage Loans as of
        the
        first day of the month preceding the month in which the Distribution Date
        occurs
        minus the sum of (a) the Servicing Fee Rate and (b) the Trustee Fee Rate,
        if
        applicable. With respect to REMIC I Regular Interest I-LT2PF and (i) the
        first
        Distribution Date, 3.01% and (ii) thereafter, the weighted average of the
        per
        annum rates of interest equal to the Mortgage Rates on the Group II Mortgage
        Loans as of the first day of the month preceding the month in which the
        Distribution Date occurs minus the sum of (a) the Servicing Fee Rate and
        (b) the
        Trustee Fee Rate.

       

      “REMIC
        II
        Group I Regular Interests”: REMIC
        II
        Regular Interest I and REMIC II Regular Interest I-1-A through REMIC I Regular
        Interest I-50-B as designated in the Preliminary Statement hereto.

       

      “REMIC
        II
        Group II Regular Interests”: REMIC II Regular Interest II and REMIC I Regular
        Interest II-1-A through REMIC II Regular Interest I-50-B as designated in
        the
        Preliminary Statement hereto. 

       

      “REMIC
        II
        Regular Interest”: Any of the separate non-certificated beneficial ownership
        interests in REMIC II issued hereunder and designated as a Regular Interest
        in
        REMIC II. Each REMIC II Regular Interest shall accrue interest at the related
        REMIC II Remittance Rate in effect from time to time, and shall be entitled
        to
        distributions of principal, subject to the terms and conditions hereof, in
        an
        aggregate amount equal to its initial Uncertificated Balance as set forth
        in the
        Preliminary Statement hereto. The designations for the respective REMIC I
        Regular Interests are set forth in the Preliminary Statement hereto. The
        REMIC I
        Regular Interests consist of the REMIC II Group I Regular Interests, the
        REMIC
        II Group II Regular Interests and REMIC II Regular Interest P.

       

      “REMIC
        II
        Remittance Rate”: With respect to REMIC II Regular Interest I and REMIC II
        Regular Interest P, a per annum rate equal to the weighted average of the
        Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect
        to each REMIC II Group I Regular Interest ending with the designation “A”, a per
        annum rate equal to the weighted average of the Expense Adjusted Net Mortgage
        Rates of the Group I Mortgage Loans multiplied by 2, subject to a maximum
        rate
        of 10.810%. With respect to each REMIC II Group I Regular Interest ending
        with
        the designation “B”, the greater of (x) a per annum rate equal to the excess, if
        any, of (i) 2 multiplied by the weighted average of the Expense Adjusted
        Net
        Mortgage Rates of the Group I Mortgage Loans over (ii) 10.810% and (y) 0.00%.
        With respect to REMIC II Regular Interest II, a per annum rate equal to the
        weighted average of the Expense Adjusted Net Mortgage Rates of the Group
        II
        Mortgage Loans With respect to each REMIC II Group II Regular Interest ending
        with the designation “A”, a per annum rate equal to the weighted average of the
        Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans multiplied
        by
        2, subject to a maximum rate of 10.810%. With respect to each REMIC II Group
        II
        Regular Interest ending with the designation “B”, the greater of (x) a per annum
        rate equal to the excess, if any, of (i) 2 multiplied by the weighted average
        of
        the Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans over
        (ii)
        10.810% and (y) 0.00%.

       

      “REMIC
        II”: The segregated pool of assets described in the Preliminary
        Statement.

       

      “REMIC
        III Interest Loss Allocation Amount”: With respect to any Distribution Date, an
        amount (subject to adjustment based on the actual number of days elapsed
        in the
        respective Interest Accrual Periods for the indicated Regular Interests for
        such
        Distribution Date) equal to (a) the product of (i) 50% of the aggregate Stated
        Principal Balance of the Mortgage Loans and REO Properties then outstanding
        and
        (ii) the REMIC III Remittance Rate for REMIC III Regular Interest III-LTAA
        minus
        the Marker Rate, divided by (b) 12.

       

      “REMIC
        III Marker Allocation Percentage”: 50% of any amount payable or loss
        attributable from the Mortgage Loans, which shall be allocated to REMIC III
        Regular Interest III-LTAA, REMIC III Regular Interest III-LTA1, REMIC III
        Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III
        Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III
        Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III
        Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III
        Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III
        Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III
        Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10, REMIC III
        Regular Interest III-LTZZ and REMIC III Regular Interest III-LTP.

       

      “REMIC
        III Overcollateralization Target Amount”: 0.50% of the Overcollateralization
        Target Amount.

       

      “REMIC
        III Overcollateralized Amount”: With respect to any date of determination, (i)
        0.50% of the aggregate Uncertificated Balance of the REMIC II Regular Interests
        minus (ii) the aggregate Uncertificated Balance of REMIC III Regular Interest
        III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest
        III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest
        III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest
        III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest
        III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest
        III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest
        III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest
        III-LTM10, REMIC III Regular Interest III-LTZZ and REMIC III Regular Interest
        III-LTP in each case as of such date of determination.

       

      “REMIC
        III Principal Loss Allocation Amount”: With respect to any Distribution Date, an
        amount equal to the product of (i) 50% of the aggregate Stated Principal
        Balance
        of the Mortgage Loans and REO Properties then outstanding and (ii) one minus
        a
        fraction, the numerator of which is two times the aggregate REMIC III Regular
        Interest III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular
        Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular
        Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular
        Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular
        Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular
        Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular
        Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular
        Interest III-LTM10 and the denominator of which is the aggregate REMIC III
        Regular Interest III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III
        Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III
        Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III
        Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III
        Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III
        Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III
        Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10 and REMIC
        III
        Regular Interest III-LTZZ.

       

      “REMIC
        III Regular Interest”: Any of the separate non-certificated beneficial ownership
        interests in REMIC III issued hereunder and designated as a “regular interest”
in REMIC III. Each REMIC III Regular Interest shall accrue interest at the
        related REMIC III Remittance Rate in effect from time to time, and shall
        be
        entitled to distributions of principal (other than REMIC III Regular Interest
        III-IO), subject to the terms and conditions hereof, in an aggregate amount
        equal to its initial Uncertificated Balance as set forth in the Preliminary
        Statement hereto. The following is a list of each of the REMIC II Regular
        Interests: REMIC II Regular Interest II-LTAA, REMIC III Regular Interest
        III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest
        III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest
        III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest
        III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest
        III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest
        III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest
        III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest
        III-LTM10, REMIC III Regular Interest III-LTZZ, REMIC III Regular Interest
        III-LTP, REMIC III Regular Interest III-LTXX, REMIC III Regular Interest
        III-LT1SUB, REMIC III Regular Interest III-LT1GRP, REMIC III Regular Interest
        III-LT2SUB, REMIC III Regular Interest III-LT2GRP and REMIC III Regular Interest
        III-IO.

       

      “REMIC
        III Remittance Rate”: With respect to REMIC III Regular Interest III-LTAA, REMIC
        III Regular Interest III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC
        III
        Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III
        Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III
        Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III
        Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III
        Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III
        Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III
        Regular Interest III-LTM10, REMIC III Regular Interest III-LTZZ, REMIC III
        Regular Interest III-LT1SUB, REMIC III Regular Interest III-LT2SUB and REMIC
        III
        Regular Interest III-LTXX, a per annum rate (but not less than zero) equal
        to
        the weighted average of: (x) with respect to REMIC II Regular Interest I,
        REMIC
        II Regular Interest II and each REMIC II Regular Interest ending with the
        designation “B”, the weighted average of the REMIC II Remittance Rates for such
        REMIC II Regular Interests, weighted on the basis of the Uncertificated Balances
        of such REMIC II Regular Interests for each such Distribution Date and (y)
        with
        respect to REMIC II Regular Interests ending with the designation “A”, for each
        Distribution Date listed below, the weighted average of the rates listed
        below
        for each such REMIC I Regular Interest listed below, weighted on the basis
        of
        the Uncertificated Balances of each such REMIC II Regular Interest for each
        such
        Distribution Date:

       

      


      
        	
                Distribution
                  Date

              	
                REMIC
                  I Regular Interest

              	
                Rate

              
	
                1

              	
                I-1-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	
                2

              	
                I-2-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-2-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A

              	
                REMIC
                  II Remittance Rate

              
	
                3

              	
                I-3-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-3-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  and I-2-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  and II-2-A

              	
                REMIC
                  II Remittance Rate

              
	
                4

              	
                I-4-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-4-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-3-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-3-A

              	
                REMIC
                  II Remittance Rate

              
	
                5

              	
                I-5-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-5-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-4-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-4-A

              	
                REMIC
                  II Remittance Rate

              
	
                6

              	
                I-6-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-6-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-5-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-5-A

              	
                REMIC
                  II Remittance Rate

              
	
                7

              	
                I-7-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-7-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-6-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-6-A

              	
                REMIC
                  II Remittance Rate

              
	
                8

              	
                I-8-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-8-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-7-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-7-A

              	
                REMIC
                  II Remittance Rate

              
	
                9

              	
                I-9-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-9-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-8-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-8-A

              	
                REMIC
                  II Remittance Rate

              
	
                10

              	
                I-10-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-10-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-9-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-9-A

              	
                REMIC
                  II Remittance Rate

              
	
                11

              	
                I-11-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-11-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-10-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-10-A

              	
                REMIC
                  II Remittance Rate

              
	
                12

              	
                I-12-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-12-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-11-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-11-A

              	
                REMIC
                  II Remittance Rate

              
	
                13

              	
                I-13-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-13-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-12-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-12-A

              	
                REMIC
                  II Remittance Rate

              
	
                14

              	
                I-14-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-14-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-13-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-13-A

              	
                REMIC
                  II Remittance Rate

              
	
                15

              	
                I-15-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-15-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-14-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-14-A

              	
                REMIC
                  II Remittance Rate

              
	
                16

              	
                I-16-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-16-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-15-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-15-A

              	
                REMIC
                  II Remittance Rate

              
	
                17

              	
                I-17-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-17-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-16-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-16-A

              	
                REMIC
                  II Remittance Rate

              
	
                18

              	
                I-18-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-18-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-17-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-17-A

              	
                REMIC
                  II Remittance Rate

              
	
                19

              	
                I-19-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-19-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-18-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-18-A

              	
                REMIC
                  II Remittance Rate

              
	
                20

              	
                I-20-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-20-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-19-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-19-A

              	
                REMIC
                  II Remittance Rate

              
	
                21

              	
                I-21-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-21-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-20-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-20-A

              	
                REMIC
                  II Remittance Rate

              
	
                22

              	
                I-22-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-22-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-21-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-21-A

              	
                REMIC
                  II Remittance Rate

              
	
                23

              	
                I-23-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-23-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-22-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-22-A

              	
                REMIC
                  II Remittance Rate

              
	
                24

              	
                I-24-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-24-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-23-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-23-A

              	
                REMIC
                  II Remittance Rate

              
	
                25

              	
                I-25-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-25-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-24-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-24-A

              	
                REMIC
                  II Remittance Rate

              
	
                26

              	
                I-26-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-26-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-25-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-25-A

              	
                REMIC
                  II Remittance Rate

              
	
                27

              	
                I-27-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-27-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-26-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-26-A

              	
                REMIC
                  II Remittance Rate

              
	
                28

              	
                I-28-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-28-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-27-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-27-A

              	
                REMIC
                  II Remittance Rate

              
	
                29

              	
                I-29-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-29-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-28-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-28-A

              	
                REMIC
                  II Remittance Rate

              
	
                30

              	
                I-30-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-30-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-29-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-29-A

              	
                REMIC
                  II Remittance Rate

              
	
                31

              	
                I-31-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-31-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-30-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-30-A

              	
                REMIC
                  II Remittance Rate

              
	
                32

              	
                I-32-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-32-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-31-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-31-A

              	
                REMIC
                  II Remittance Rate

              
	
                33

              	
                I-33-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-33-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-32-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-32-A

              	
                REMIC
                  II Remittance Rate

              
	
                34

              	
                I-34-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-34-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-33-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-33-A

              	
                REMIC
                  II Remittance Rate

              
	
                35

              	
                I-35-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-35-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-34-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-34-A

              	
                REMIC
                  II Remittance Rate

              
	
                36

              	
                I-36-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-36-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-35-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-35-A

              	
                REMIC
                  II Remittance Rate

              
	
                37

              	
                I-37-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-37-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-36-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-36-A

              	
                REMIC
                  II Remittance Rate

              
	
                38

              	
                I-38-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-38-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-37-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-37-A

              	
                REMIC
                  II Remittance Rate

              
	
                39

              	
                I-39-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-39-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-38-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-38-A

              	
                REMIC
                  II Remittance Rate

              
	
                40

              	
                I-40-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-40-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-39-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-39-A

              	
                REMIC
                  II Remittance Rate

              
	
                41

              	
                I-41-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-41-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-40-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-40-A

              	
                REMIC
                  II Remittance Rate

              
	
                42

              	
                I-42-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-42-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-41-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-41-A

              	
                REMIC
                  II Remittance Rate

              
	
                43

              	
                I-43-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-43-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-42-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-42-A

              	
                REMIC
                  II Remittance Rate

              
	
                44

              	
                I-44-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-44-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-43-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-43-A

              	
                REMIC
                  II Remittance Rate

              
	
                45

              	
                I-45-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-41-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-44-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-39-A

              	
                REMIC
                  II Remittance Rate

              
	
                46

              	
                I-46-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-46-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-45-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-45-A

              	
                REMIC
                  II Remittance Rate

              
	
                47

              	
                I-47-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-47-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-46-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-46-A

              	
                REMIC
                  II Remittance Rate

              
	
                48

              	
                I-48-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-48-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-47-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-47-A

              	
                REMIC
                  II Remittance Rate

              
	
                49

              	
                I-49A
                  and I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-49-A
                  through II-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-48-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-48-A

              	
                REMIC
                  II Remittance Rate

              
	
                50

              	
                I-50-A
                  

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                II-50-A
                  

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-49-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-49-A

              	
                REMIC
                  II Remittance Rate

              
	
                thereafter

              	
                I-1-A
                  through I-50-A

              	
                REMIC
                  II Remittance Rate

              
	 	
                II-1-A
                  through II-50-A

              	
                REMIC
                  II Remittance Rate

              


      

      


      With
        respect to REMIC III Regular Interest III-LT1GRP, a per annum rate (but not
        less
        than zero) equal to the weighted average of (x) with respect to REMIC II
        Regular
        Interest I and each REMIC II Group I Regular Interests ending with the
        designation “B”, the weighted average of the REMIC II Remittance Rates for such
        REMIC II Regular Interests, weighted on the basis of the Uncertificated Balances
        of each such REMIC II Regular Interest for each such Distribution Date and
        (y)
        with respect to REMIC II Group I Regular Interests ending with the designation
        “A”, for each Distribution Date listed below, the weighted average of the rates
        listed below for such REMIC II Regular Interests listed below, weighted on
        the
        basis of the Uncertificated Balances of each such REMIC II Regular Interest
        for
        each such Distribution Date:

       

      


      
        	
                Distribution
                  Date

              	
                REMIC
                  I Regular Interest

              	
                Rate

              
	
                1

              	
                I-1-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	 	 
	
                2

              	
                I-2-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                3

              	
                I-3-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  and I-2-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                4

              	
                I-4-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-3-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                5

              	
                I-5-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-4-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                6

              	
                I-6-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-5-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                7

              	
                I-7-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-6-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                8

              	
                I-8-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-7-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                9

              	
                I-9-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-8-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                10

              	
                I-10-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-9-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                11

              	
                I-11-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-10-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                12

              	
                I-12-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-11-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                13

              	
                I-13-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-12-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                14

              	
                I-14-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-13-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                15

              	
                I-15-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-14-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                16

              	
                I-16-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-15-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                17

              	
                I-17-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-16-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                18

              	
                I-18-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-17-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                19

              	
                I-19-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-18-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                20

              	
                I-20-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-19-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                21

              	
                I-21-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-20-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                22

              	
                I-22-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-21-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                23

              	
                I-23-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-22-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                24

              	
                I-24-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-23-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                25

              	
                I-25-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-24-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                26

              	
                I-26-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-25-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                27

              	
                I-27-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-26-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                28

              	
                I-28-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-27-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                29

              	
                I-29-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-28-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                30

              	
                I-30-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-29-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                31

              	
                I-31-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-30-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                32

              	
                I-32-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-31-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                33

              	
                I-33-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-32-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                34

              	
                I-34-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-33-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                35

              	
                I-35-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-34-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                36

              	
                I-36-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-35-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                37

              	
                I-37-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-36-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                38

              	
                I-38-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-37-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                39

              	
                I-39-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-38-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                40

              	
                I-40-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-39-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                41

              	
                I-41-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-40-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                42

              	
                I-42-A
                  through I-50-A 

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-41-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                43

              	
                I-43-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-42-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                44

              	
                I-44-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-43-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                45

              	
                I-45-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-44-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                46

              	
                I-46-A
                  through I-50-A 

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-45-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                47

              	
                I-47-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-46-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                48

              	
                I-48-A
                  through I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-47-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                49

              	
                I-49-A
                  and I-50-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-48-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                50

              	
                I-50-A
                  

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
                  Remittance
                  Rate

              
	 	
                I-1-A
                  through I-49-A

              	
                REMIC
                  II Remittance Rate

              
	 	 	 
	
                thereafter

              	
                I-1-A
                  through I-50-A

              	
                REMIC
                  II Remittance Rate

              


      

      


      With
        respect to REMIC III Regular Interest III-LT2GRP, a per annum rate (but not
        less
        than zero) equal to the weighted average of (x) with respect to REMIC II
        Regular
        Interest II and each REMIC II Group II Regular Interests ending with the
        designation “B”, the weighted average of the REMIC II Remittance Rates for such
        REMIC II Regular Interests, weighted on the basis of the Uncertificated Balances
        of each such REMIC II Regular Interest for each such Distribution Date and
        (y)
        with respect to REMIC II Group II Regular Interests ending with the designation
        “A”, for each Distribution Date listed below, the weighted average of the rates
        listed below for such REMIC II Regular Interests listed below, weighted on
        the
        basis of the Uncertificated Balances of each such REMIC II Regular Interest
        for
        each such Distribution Date:

       

      
        
          	
                  Distribution
                    Date

                	
                  REMIC
                    I Regular Interest

                	
                  Rate

                
	
                  1

                	
                  II-1-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	 	 
	
                  2

                	
                  II-2-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  3

                	
                  II-3-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    and II-2-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  4

                	
                  II-4-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-3-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  5

                	
                  II-5-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-4-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  6

                	
                  II-6-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-5-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  7

                	
                  II-7-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-6-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  8

                	
                  II-8-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-7-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  9

                	
                  II-9-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-8-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  10

                	
                  II-10-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-9-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  11

                	
                  II-11-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-10-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  12

                	
                  II-12-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-11-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  13

                	
                  II-13-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-12-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  14

                	
                  II-14-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-13-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  15

                	
                  II-15-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-14-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  16

                	
                  II-16-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-15-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  17

                	
                  II-17-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-16-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  18

                	
                  II-18-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-17-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  19

                	
                  II-19-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-18-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  20

                	
                  II-20-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-19-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  21

                	
                  II-21-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-20-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  22

                	
                  II-22-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-21-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  23

                	
                  II-23-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-22-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  24

                	
                  II-24-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-23-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  25

                	
                  II-25-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-24-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  26

                	
                  II-26-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-25-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  27

                	
                  II-27-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-26-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  28

                	
                  II-28-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-27-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  29

                	
                  II-29-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-28-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  30

                	
                  II-30-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-29-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  31

                	
                  II-31-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-30-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  32

                	
                  II-32-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-31-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  33

                	
                  II-33-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-32-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  34

                	
                  II-34-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-33-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  35

                	
                  II-35-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-34-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  36

                	
                  II-36-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-35-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  37

                	
                  II-37-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-36-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  38

                	
                  II-38-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-37-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  39

                	
                  II-39-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-38-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  40

                	
                  II-40-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-39-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  41

                	
                  II-41-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-40-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  42

                	
                  II-42-A
                    through II-50-A 

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-41-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  43

                	
                  II-43-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-42-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  44

                	
                  II-44-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-43-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  45

                	
                  II-45-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-44-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  46

                	
                  II-46-A
                    through II-50-A 

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-45-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  47

                	
                  II-47-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-46-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  48

                	
                  II-48-A
                    through II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-47-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  49

                	
                  II-49-A
                    and II-50-A

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-48-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  50

                	
                  II-50-A
                    

                	
                  2
                    multiplied by Swap LIBOR, subject to a maximum rate of REMIC
                    II Remittance
                    Rate

                
	 	
                  II-1-A
                    through II-49-A

                	
                  REMIC
                    II Remittance Rate

                
	 	 	 
	
                  thereafter

                	
                  II-1-A
                    through II-50-A

                	
                  REMIC
                    II Remittance Rate

                


        

         

      

      With
        respect to REMIC III Regular Interest III-IO, and (i) the first Distribution
        Date through the 50th
        Distribution Date, the excess of (x) the weighted average of the REMIC II
        Remittance Rates for REMIC II Regular Interests including the designation
“A”,
        over (y) 2 multiplied by Swap LIBOR and (ii) thereafter, 0.00%. With respect
        to
        REMIC III Regular Interest III-LTP, a per annum rate equal to the weighted
        average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage
        Loans.

       

      “REMIC
        III Sub WAC Allocation Percentage”: 50% of any amount payable from or loss
        attributable to the Mortgage Loans, which shall be allocated to REMIC III
        Regular Interest III-LT1SUB, REMIC III Regular Interest III-LT1GRP, REMIC
        III
        Regular Interest III-LT2SUB, REMIC III Regular Interest III-LT2GRP and REMIC
        III
        Regular Interest II-LTXX.

       

      “REMIC
        III Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of
        each REMIC III Regular Interest ending with the designation “SUB,” equal to the
        ratio between, with respect to each such REMIC III Regular Interest, the
        excess
        of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the
        related Loan Group over (y) the current Certificate Principal Balance of
        Class A
        Certificates in the related Loan Group.

       

      “REMIC
        IV”: The segregated pool of assets consisting of all of the REMIC III Regular
        Interests conveyed in trust to the Trustee, for the benefit of the Holders
        of
        the Regular Certificates (other than the Class CE Certificates and Class
        P
        Certificates), the Class CE Interest, Class P Interest, the Class SWAP-IO
        Interest and the Class R Certificate (in respect of the Class R-IV Interest),
        pursuant to Article II hereunder, and all amounts deposited therein, with
        respect to which a separate REMIC election is to be made.

       

      “REMIC
        IV
        Certificate”: Any Regular Certificate (other than the Class CE Certificates and
        Class P Certificates) or Class R Certificate.

       

      “REMIC
        IV
        Regular Interest”: Any of the Regular Interests in REMIC IV the ownership of
        which is represented by the Certificates (other than the Class CE Certificates
        and Class P Certificates), the Class CE Interest, Class P Interest and the
        Class
        SWAP-IO Interest.

       

      “REMIC
        V”: The segregated pool of assets consisting of the Class CE Interest conveyed
        in trust to the Trustee, for the benefit of the Holders of the Class CE
        Certificates and the Class R-X Certificate (in respect of the Class R-V
        Interest), pursuant to Article II hereunder, and all amounts deposited therein,
        with respect to which a separate REMIC election is to be made.

       

      “REMIC
        VI”: The segregated pool of assets consisting of the Class P Interest conveyed
        in trust to the Trustee, for the benefit of the Holders of the Class P
        Certificates and the Class R-X Certificate (in respect of the Class R-VI
        Interest), pursuant to Article II hereunder, and all amounts deposited therein,
        with respect to which a separate REMIC election is to be made.

       

      “REMIC
        VII”: The segregated pool of assets consisting of the Class SWAP-IO Interest
        conveyed in trust to the Trustee, for the benefit of the Holders of REMIC
        VII
        Regular Interest SWAP-IO and the Class R-X Certificate (in respect of the
        Class
        R-VII Interest), pursuant to Article II hereunder, and all amounts deposited
        therein, with respect to which a separate REMIC election is to be
        made.

       

      “REMIC
        Provisions”: Provisions of the federal income tax law relating to real estate
        mortgage investment conduits, which appear at Section 860A through 860G of
        the
        Code and related provisions, and proposed, temporary and final regulations
        and
        published rulings, notices and announcements promulgated thereunder, as the
        foregoing may be in effect from time to time.

       

      “REMIC
        Regular Interest”: Any REMIC I Regular Interest, REMIC II Regular Interest,
        REMIC III Regular Interest, Class CE Interest, Class P Interest or SWAP-IO
        Interest.

       

      “REMIC
        Remittance Rate”: The REMIC I Remittance Rate, the REMIC II Remittance Rate or
        the REMIC III Remittance Rate.

       

      “Remittance
        Report”: A report in form and substance that is acceptable to the Trustee and
        the NIMS Insurer on a magnetic disk or tape prepared by the Master Servicer
        pursuant to Section 4.03 with such additions, deletions and modifications
        as
        agreed to by the Trustee and the Master Servicer.

       

      “Rents
        from Real Property”: With respect to any REO Property, gross income of the
        character described in Section 856(d) of the Code as being included in the
        term
“rents from real property.”

       

      “REO
        Account”: Each of the accounts maintained by the Master Servicer in respect of
        an REO Property pursuant to Section 3.13, which account may be the Collection
        Account subject to Section 3.13.

       

      “REO
        Disposition”: The sale or other disposition of an REO Property on behalf of
        REMIC I.

       

      “REO
        Imputed Interest”: As to any REO Property, for any calendar month during which
        such REO Property was at any time part of REMIC I, one month’s interest at the
        applicable Net Mortgage Rate on the Stated Principal Balance of such REO
        Property (or, in the case of the first such calendar month, of the related
        Mortgage Loan, if appropriate) as of the close of business on the Distribution
        Date in such calendar month.

       

      “REO
        Principal Amortization”: With respect to any REO Property, for any calendar
        month, the excess, if any, of (a) the aggregate of all amounts received in
        respect of such REO Property during such calendar month, whether in the form
        of
        rental income, sale proceeds (including, without limitation, that portion
        of the
        Termination Price paid in connection with a purchase of all of the Mortgage
        Loans and REO Properties pursuant to Section 9.01 that is allocable to such
        REO
        Property) or otherwise, net of any portion of such amounts (i) payable pursuant
        to Section 3.13(c) in respect of the proper operation, management and
        maintenance of such REO Property or (ii) payable or reimbursable to the Master
        Servicer pursuant to Section 3.13(d) for unpaid Servicing Fees in respect
        of the
        related Mortgage Loan and unreimbursed Servicing Advances and Advances in
        respect of such REO Property or the related Mortgage Loan, over (b) the REO
        Imputed Interest in respect of such REO Property for such calendar
        month.

       

      “REO
        Property”: A Mortgaged Property acquired by the Master Servicer on behalf of
        REMIC I through foreclosure or deed-in-lieu of foreclosure, as described
        in
        Section 3.13.

       

      “Request
        for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
        attached hereto.

       

      “Reserve
        Interest Rate”: With respect to any Interest Determination Date, the rate per
        annum that the Trustee determines to be either (i) the arithmetic mean (rounded
        upwards if necessary to the nearest whole multiple of 1/16%) of the one-month
        U.S. dollar lending rates which New York City banks selected by the Trustee
        are
        quoting on the relevant Interest Determination Date to the principal London
        offices of leading banks in the London interbank market or (ii) in the event
        that the Trustee can determine no such arithmetic mean, the lowest one-month
        U.S. dollar lending rate which New York City banks selected by the Trustee
        are
        quoting on such Interest Determination Date to leading European
        banks.

       

      “Residential
        Dwelling”: Any one of the following: (i) an attached or detached one-family
        dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
        dwelling unit in a condominium project or (iv) a detached or attached one-family
        dwelling in a planned unit development, none of which is a co-operative,
        mobile
        or manufactured home (unless such mobile or manufactured home is defined
        as real
        property under applicable state law).

       

      “Residual
        Certificate”: Any one of the Class R or Class R-X Certificates.

       

      “Residual
        Interest”: The sole class of “residual interests” in a REMIC within the meaning
        of Section 860G(a)(2) of the Code.

       

      “Responsible
        Officer”: When used with respect to the Trustee, any director, any vice
        president, any assistant vice president, any associate, any assistant secretary,
        any trust officer or any other officer of the Trustee, customarily performing
        functions similar to those performed by any of the above designated officers
        and, with respect to a particular matter, to whom such matter is referred
        because of such officer’s knowledge of and familiarity with the particular
        subject.

       

      “Scheduled
        Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
        Date (or the related Subsequent Cut-off Date with respect to a Subsequent
        Mortgage Loan), the outstanding Stated Principal Balance of such Mortgage
        Loan
        as of such date, net of the principal portion of all unpaid Monthly Payments,
        if
        any, due on or before such date; (b) as of any Due Date subsequent to the
        Cut-off Date up to and including the Due Date in the calendar month in which
        a
        Liquidation Event occurs with respect to such Mortgage Loan, the Scheduled
        Principal Balance of such Mortgage Loan as of the Cut-off Date, minus the
        sum of
        (i) the principal portion of each Monthly Payment due on or before such Due
        Date
        but subsequent to the Cut-off Date, whether or not received, (ii) all Principal
        Prepayments received before such Due Date but after the Cut-off Date, (iii)
        the
        principal portion of all Liquidation Proceeds and Insurance Proceeds received
        before such Due Date but after the Cut-off Date, net of any portion thereof
        that
        represents principal due (without regard to any acceleration of payments
        under
        the related Mortgage and Mortgage Note) on a Due Date occurring on or before
        the
        date on which such proceeds were received and (iv) any Realized Loss incurred
        with respect thereto as a result of a Deficient Valuation occurring before
        such
        Due Date, but only to the extent such Realized Loss represents a reduction
        in
        the portion of principal of such Mortgage Loan not yet due (without regard
        to
        any acceleration of payments under the related Mortgage and Mortgage Note)
        as of
        the date of such Deficient Valuation; and (c) as of any Due Date subsequent
        to
        the occurrence of a Liquidation Event with respect to such Mortgage Loan,
        zero.
        With respect to any REO Property: (a) as of any Due Date subsequent to the
        date
        of its acquisition on behalf of the Trust Fund up to and including the Due
        Date
        in the calendar month in which a Liquidation Event occurs with respect to
        such
        REO Property, an amount (not less than zero) equal to the Scheduled Principal
        Balance of the related Mortgage Loan as of the Due Date in the calendar month
        in
        which such REO Property was acquired, minus the aggregate amount of REO
        Principal Amortization, if any, in respect of such REO Property for all
        previously ended calendar months; and (b) as of any Due Date subsequent to
        the
        occurrence of a Liquidation Event with respect to such REO Property,
        zero.

       

      “Seller”:
        Ameriquest Mortgage Company, or its successor in interest, in its capacity
        as
        seller under the Mortgage Loan Purchase Agreement.

       

      “Senior
        Group I Principal Distribution Amount”: With respect to any Distribution Date,
        an amount, not less than zero, equal to the excess of (x) the aggregate
        Certificate Principal Balance of the Group I Certificates immediately prior
        to
        such Distribution Date over (y) the lesser of (A) the product of (i) 61.00%
        and
        (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans
        as of
        the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) and (B) the aggregate Stated Principal Balance
        of the
        Group I Mortgage Loans as of the last day of the related Due Period (after
        giving effect to scheduled payments of principal due during the related Due
        Period, to the extent received or advanced, and unscheduled collections of
        principal received during the related Prepayment Period) minus
        $8,707,478.95.

       

      “Senior
        Group II Principal Distribution Amount”: With respect to any Distribution Date,
        an amount, not less than zero, equal to the excess of (x) the aggregate
        Certificate Principal Balance of the Group II Certificates immediately prior
        to
        such Distribution Date over (y) the lesser of (A) the product of (i)61.00%
        and
        (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans
        as of
        the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) and (B) the aggregate Stated Principal Balance
        of the
        Group II Mortgage Loans as of the last day of the related Due Period (after
        giving effect to scheduled payments of principal due during the related Due
        Period, to the extent received or advanced, and unscheduled collections of
        principal received during the related Prepayment Period) minus
        $6,292,515.68.

       

      “Senior
        Interest Distribution Amount”: With respect to any Distribution Date and any
        Class A Certificate, an amount equal to the sum of (i) the Interest Distribution
        Amount for such Distribution Date for such Class A Certificate, (ii) the
        Interest Carry Forward Amount, if any, for such Class A Certificate and (iii)
        the Swap Interest Shortfall Amount.

       

      “Servicing
        Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
        Master Servicer in connection with a default, delinquency or other unanticipated
        event by the Master Servicer in the performance of its servicing obligations,
        including, but not limited to, the cost of (i) the preservation, restoration
        and
        protection of a Mortgaged Property, (ii) any enforcement or judicial
        proceedings, including foreclosures, in respect of a particular Mortgage
        Loan,
        (iii) the management (including reasonable fees in connection therewith)
        and
        liquidation of any REO Property and (iv) the performance of its obligations
        under Section 3.01, Section 3.04(d), Section 3.08, Section 3.12 and Section
        3.13. The Master Servicer shall not be required to make any Servicing Advance
        in
        respect of a Mortgage Loan or REO Property that, in the good faith business
        judgment of the Master Servicer, would not be ultimately recoverable from
        related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
        or REO
        Property as provided herein.

       

      “Servicing
        Criteria”: As set forth in Exhibit M hereto.

       

      “Servicing
        Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
        equal to one month’s interest (or in the event of any payment of interest which
        accompanies a Principal Prepayment in full made by the Mortgagor during such
        calendar month, interest for the number of days covered by such payment of
        interest) at the applicable Servicing Fee Rate on the same principal amount
        on
        which interest on such Mortgage Loan accrues for such calendar month. A portion
        of such Servicing Fee may be retained by any Sub-Servicer as its servicing
        compensation.

       

      “Servicing
        Fee Rate”: 0.50% per annum.

       

      “Servicing
        Officer”: Any employee of the Master Servicer involved in, or responsible for,
        the administration and servicing of the Mortgage Loans, whose name and specimen
        signature appear on a list of Servicing Officers furnished by the Master
        Servicer to the Trustee and the Depositor on the Closing Date, as such list
        may
        from time to time be amended.

       

      “Servicing
        Standard”: The standards set forth in the first paragraph of Section
        3.01.

       

      “Single
        Certificate”: With respect to any Class of Certificates (other than the Class P
        Certificates and the Residual Certificates), a hypothetical Certificate of
        such
        Class evidencing a Percentage Interest for such Class corresponding to an
        initial Certificate Principal Balance or Notional Amount of $1,000. With
        respect
        to the Class P Certificates and the Residual Certificates, a hypothetical
        Certificate of such Class evidencing a 20% Percentage Interest in such
        Class.

       

      “S&P”:
        Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
        Inc., or its successor in interest.

       

      “Startup
        Day”: With respect to each Trust REMIC, the day designated as such pursuant to
        Section 10.01(b) hereof.

       

      “Stated
        Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
        determination up to but not including the Distribution Date on which the
        proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
        would be distributed, the outstanding principal balance of such Mortgage
        Loan as
        of the Cut-off Date (or the related Subsequent Cut-off Date with respect
        to a
        Subsequent Mortgage Loan), as shown in the Mortgage Loan Schedule, minus
        the sum
        of (i) the principal portion of each Monthly Payment due on a Due Date
        subsequent to the Cut-off Date, to the extent received from the Mortgagor
        or
        advanced by the Master Servicer and distributed pursuant to Section 4.01
        on or
        before such date of determination, (ii) all Principal Prepayments received
        after
        the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
        before such date of determination, (iii) all Liquidation Proceeds and Insurance
        Proceeds applied by the Master Servicer as recoveries of principal in accordance
        with the provisions of Section 3.12, to the extent distributed pursuant to
        Section 4.01 on or before such date of determination and (iv) any Realized
        Loss
        incurred with respect thereto as a result of a Deficient Valuation made during
        or prior to the Prepayment Period for the most recent Distribution Date
        coinciding with or preceding such date of determination; and (b) as of any
        date
        of determination coinciding with or subsequent to the Distribution Date on
        which
        the proceeds, if any, of a Liquidation Event with respect to such Mortgage
        Loan
        would be distributed, zero. With respect to any REO Property: (a) as of any
        date
        of determination up to but not including the Distribution Date on which the
        proceeds, if any, of a Liquidation Event with respect to such REO Property
        would
        be distributed, an amount (not less than zero) equal to the Stated Principal
        Balance of the related Mortgage Loan as of the date on which such REO Property
        was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property
        was
        acquired before the Distribution Date in any calendar month, the principal
        portion of the Monthly Payment due on the Due Date in the calendar month
        of
        acquisition, to the extent advanced by the Master Servicer and distributed
        pursuant to Section 4.01 on or before such date of determination, and (ii)
        the
        aggregate amount of REO Principal Amortization in respect of such REO Property
        for all previously ended calendar months, to the extent distributed pursuant
        to
        Section 4.01 on or before such date of determination; and (b) as of any date
        of
        determination coinciding with or subsequent to the Distribution Date on which
        the proceeds, if any, of a Liquidation Event with respect to such REO Property
        would be distributed, zero.

       

      “Stayed
        Funds”: If the Master Servicer is the subject of a proceeding under the
        Bankruptcy Code and the making of a Remittance (as defined in Section 7.02(b))
        is prohibited by Section 362 of the Bankruptcy Code, funds that are in the
        custody of the Master Servicer, a trustee in bankruptcy or a federal bankruptcy
        court and should have been the subject of such Remittance absent such
        prohibition.

       

      “Stepdown
        Date”: The earlier to occur of (i) the first Distribution Date on which the
        aggregate Certificate Principal Balance of the Class A Certificates has been
        reduced to zero and (ii) the later to occur of (a) the Distribution Date
        occurring in July 2009 and (b) the first Distribution Date on which the Credit
        Enhancement Percentage for the Class A Certificates (calculated for this
        purpose
        only after taking into account distributions of principal on the Mortgage
        Loans
        but prior to any distribution of the Group I Principal Distribution Amount
        and
        the Group II Principal Distribution Amount to the Certificates then entitled
        to
        distributions of principal on such Distribution Date) is equal to or greater
        than 39.00%.

       

      “Sub-Servicer”:
        Any Person with which the Master Servicer has entered into a Sub-Servicing
        Agreement and which meets the qualifications of a Sub-Servicer pursuant to
        Section 6.06.

       

      “Sub-Servicing
        Account”: An account established by a Sub-Servicer which meets the requirements
        set forth in Section 6.11 and is otherwise acceptable to the Master
        Servicer.

       

      “Sub-Servicing
        Agreement”: The written contract between the Master Servicer and a Sub-Servicer
        relating to servicing and administration of certain Mortgage Loans as provided
        in Section 6.06.

       

      “Subsequent
        Cut-off Date”: With respect to those Subsequent Mortgage Loans sold to the Trust
        Fund pursuant to a Subsequent Transfer Instrument, the later of (x) the first
        day of the month in which the related Subsequent Transfer Date occurs and
        (y)
        the date of origination of such Subsequent Mortgage Loan.

       

      “Subsequent
        Group I Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group
        I.

       

      “Subsequent
        Group II Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group
        II.

       

      “Subsequent
        Mortgage Loan”: A Mortgage Loan sold by the Depositor to the Trust Fund pursuant
        to Section 2.09, such Mortgage Loan being identified on the Mortgage Loan
        Schedule attached to a Subsequent Transfer Instrument.

       

      “Subsequent
        Mortgage Loan Interest”: Any amount constituting (i) a monthly payment of
        interest received or advanced at the Net Mortgage Rate with respect to a
        Subsequent Group I Mortgage Loan during the Due Periods relating to the first
        three Distribution Dates in excess of 0.00% per annum and (ii) a monthly
        payment
        of interest received or advanced at the Net Mortgage Rate with respect to
        a
        Subsequent Group II Mortgage Loan during the Due Periods relating to the
        first
        three Distribution Dates in excess of 0.00% per annum. The Subsequent Mortgage
        Loan Interest shall be distributable to the Class CE Certificates. The
        Subsequent Mortgage Loan Interest shall not be an asset of any Trust
        REMIC.

       

      “Subsequent
        Mortgage Loan Purchase Agreement”: The agreement between the Depositor and the
        Seller regarding the transfer of the Subsequent Mortgage Loans by the Seller
        to
        the Depositor.

       

      “Subsequent
        Recoveries”: As of any Distribution Date, unexpected amounts received by the
        Master Servicer (net of any related expenses permitted to be reimbursed pursuant
        to Section 3.04) specifically related to a Mortgage Loan that was the subject
        of
        a liquidation or an REO Disposition prior to the related Prepayment Period
        that
        resulted in a Realized Loss.

       

      “Subsequent
        Transfer Date”: With respect to each Subsequent Transfer Instrument, the date on
        which the related Subsequent Mortgage Loans are sold to the Trust
        Fund.

       

      “Subsequent
        Transfer Instrument”: Each subsequent transfer instrument, dated as of a
        Subsequent Transfer Date, executed by the Trustee and the Depositor
        substantially in the form of Exhibit L, by which Subsequent Mortgage Loans
        are
        sold to the Trust Fund.

       

      “Substitution
        Shortfall Amount”: As defined in Section 2.03(d).

       

      “Swap
        Administration Agreement”: As defined in Section 4.10(b).

       

      “Swap
        Account”: The account or accounts created and maintained pursuant to Section
        4.10. The Swap Account must be an Eligible Account.

       

      “Swap
        Administrator”: Deutsche Bank National Trust Company, a national banking
        association, or its successor in interest, or any successor Swap Administrator
        appointed pursuant to the Swap Administration Agreement.

       

      “Swap
        Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
        of Certificates resulting from the application of the Net WAC Pass-Through
        Rate
        due to a discrepancy between the Uncertificated Notional Amount of the Class
        SWAP-IO Interest and the scheduled notional amount pursuant to the Swap
        Administration Agreement.

       

      “Swap
        LIBOR”:
        A per annum rate equal to the floating rate payable by the Interest Rate
        Swap
        Provider under the Interest Rate Swap Agreement. 

       

      “Swap
        Payment Date”: A Payment Date as defined in the Interest Rate Swap
        Agreement.

       

      “Swap
        Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
        an Event of Default under the Interest Rate Swap Agreement with respect to
        which
        the Interest Rate Swap Provider is a Defaulting Party (as defined in the
        Interest Rate Swap Agreement), (ii) a Termination Event under the related
        Swap
        Agreement with respect to which the Interest Rate Swap Provider is the sole
        Affected Party (as defined in the Interest Rate Swap Agreement) or (iii)
        an
        Additional Termination Event under the related Swap Agreement with respect
        to
        which the Interest Rate Swap Provider is the sole Affected Party.

       

      “Swap
        Termination Payment”: The payment due under the Interest Rate Swap Agreement
        upon the early termination of the Interest Rate Swap Agreement.

       

      “Tax
        Returns”: The federal income tax return on Internal Revenue Service Form 1066,
        U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
        Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
        Taxable Income or Net Loss Allocation, or any successor forms, to be filed
        on
        behalf of each REMIC in the Trust Fund due to its classification as a REMIC
        under the REMIC Provisions, together with any and all other information reports
        or returns that may be required to be furnished to the Certificateholders
        or
        filed with the Internal Revenue Service or any other governmental taxing
        authority under any applicable provisions of federal, state or local tax
        laws.

       

      “Telerate
        Page 3750”: The display designated as page “3750” on the Moneyline Telerate (or
        such other page as may replace page 3750 on that report for the purpose of
        displaying London interbank offered rates of major banks).

       

      “Termination
        Price”: As defined in Section 9.01.

       

      “Terminator”:
        As defined in Section 9.01.

       

      “Transfer”:
        Any direct or indirect transfer, sale, pledge, hypothecation, or other form
        of
        assignment of any Ownership Interest in a Certificate.

       

      “Transferee”:
        Any Person who is acquiring by Transfer any Ownership Interest in a
        Certificate.

       

      “Transferor”:
        Any Person who is disposing by Transfer of any Ownership Interest in a
        Certificate.

       

      “Trigger
        Event”: A Trigger Event is in effect with respect to a Distribution Date on and
        after the Stepdown Date if:

       

      (a) the
        Delinquency Percentage for the Mortgage Loans exceeds the applicable percentages
        of the Credit Enhancement Percentage for the prior Distribution Date as set
        forth below for the most senior Class of Certificates then
        outstanding:

       

      
        	
                Class

              	
                Percentage

              
	
                A

              	
                39.90%

              
	
                M-1

              	
                48.63%

              
	
                M-2

              	
                60.31%

              
	
                M-3

              	
                70.41%

              
	
                M-4

              	
                83.21%

              
	
                M-5

              	
                100.39%

              
	
                M-6

              	
                124.49%

              
	
                M-7

              	
                158.79%

              
	
                M-8

              	
                204.75%

              
	
                M-9

              	
                255.10%

              
	
                M-10

              	
                379.54%

              


      

      or

       

      (b) the
        Cumulative Loss Percentage exceeds the applicable percentages set forth below
        with respect to such Distribution Date: 

       

      
        	
                Distribution
                  Date Occurring In

              	
                Percentage

              
	
                July
                  2008 through June 2009

              	
                1.35%
                  for the first month plus an additional 1/12th
                  of
                  1.65% for each month thereafter

              
	
                July
                  2009 through June 2010

              	
                3.00%
                  for the first month plus an additional 1/12th
                  of
                  1.70% for each month thereafter

              
	
                July
                  2010 through June 2011

              	
                4.70%
                  for the first month plus an additional 1/12th
                  of
                  1.35% for each month thereafter

              
	
                July
                  2011 through June 2012

              	
                6.05%
                  for the first month plus an additional 1/12th
                  of
                  0.45% for each month thereafter

              
	
                July
                  2012 and thereafter

              	
                6.50%

              


      

      


      “Trust
        Fund”: Collectively, all of the assets of each Trust REMIC, any Master Servicer
        Prepayment Charge Payment Amounts, the Pre-Funding Accounts, the Interest
        Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate
        Carryover Reserve Account, distributions made to the Trustee by the Swap
        Administrator under the Swap Administration Agreement and the Swap
        Account.

       

      “Trust
        REMIC”: Each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI and
        REMIC VII.

       

      “Trustee”:
        Deutsche Bank National Trust Company, a national banking association, or
        its
        successor in interest, or any successor Trustee appointed as herein
        provided.

       

      “Trustee
        Fee”: The amount payable to the Trustee on each Distribution Date pursuant to
        Section 8.05 as compensation for all services rendered by it and in the exercise
        and performance of any of the powers and duties of the Trustee hereunder,
        which
        amount shall equal the Trustee Fee Rate accrued for one month multiplied
        by the
        sum of (i) the aggregate Scheduled Principal Balance of the Mortgage Loans
        and
        any REO Properties as of the Due Date in the prior month (or, in the case
        of the
        initial Distribution Date, as of the Cut-off Date), calculated on the basis
        of a
        360-day year consisting of twelve 30-day months and (ii) any amounts on deposit
        in the Pre-Funding Accounts.

       

      “Trustee
        Fee Rate”: 0.0007% per annum.

       

      “Uncertificated
        Balance”: The amount of any REMIC Regular Interest (other than REMIC II Regular
        Interest III-IO) outstanding as of any date of determination. As of the Closing
        Date, the Uncertificated Balance of each REMIC Regular Interest (other than
        REMIC III Regular Interest III-IO) shall equal the amount set forth in the
        Preliminary Statement hereto as its initial uncertificated balance. On each
        Distribution Date, the Uncertificated Balance of each REMIC Regular Interest
        (other than REMIC III Regular Interest III-IO) shall be reduced by all
        distributions of principal made on such REMIC Regular Interest on such
        Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
        and appropriate, shall be further reduced on such Distribution Date by Realized
        Losses as provided in Section 4.04. The Uncertificated Balance of REMIC III
        Regular Interest III-LTZZ shall be increased by interest deferrals as provided
        in Section 4.01(a)(1). The Uncertificated Balance of each REMIC Regular Interest
        shall never be less than zero.

       

      “Uncertificated
        Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
        one month’s interest at the REMIC Remittance Rate applicable to such REMIC
        Regular Interest for such Distribution Date, accrued on the Uncertificated
        Balance or Uncertificated Notional Amount thereof immediately prior to such
        Distribution Date. Uncertificated Interest in respect of any REMIC Regular
        Interest shall accrue on the basis of a 360-day year consisting of twelve
        30-day
        months. Uncertificated Interest with respect to each Distribution Date, as
        to
        any REMIC Regular Interest, shall be reduced by an amount equal to the sum
        of
        (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution
        Date to the extent not covered by payments pursuant to Section 4.03(e) and
        (b)
        the aggregate amount of any Relief Act Interest Shortfall, if any, allocated,
        in
        each case, to such REMIC Regular Interest pursuant to Section 1.02. In addition,
        Uncertificated Interest with respect to each Distribution Date, as to any
        REMIC
        Regular Interest shall be reduced by Realized Losses, if any, allocated to
        such
        REMIC Regular Interest pursuant to Section 1.02 and Section 4.04.

       

      “Uncertificated
        Notional Amount”: With respect to REMIC III Regular Interest III-IO and each
        Distribution Date listed below, the aggregate Uncertificated Principal Balance
        of the REMIC II Regular Interests ending with the designation “A” listed
        below:

       

      
        	
                Distribution
                  Date

              	
                REMIC
                  I Regular Interests

              
	
                1

              	
                I-1-A
                  through I-50-A and II-1-A through II-50-A 

              
	
                2

              	
                I-2-A
                  through I-50-A and II-2-A through II-50-A 

              
	
                3

              	
                I-3-A
                  through I-50-A and II-3-A through II-50-A 

              
	
                4

              	
                I-4-A
                  through I-50-A and II-4-A through II-50-A 

              
	
                5

              	
                I-5-A
                  through I-50-A and II-5-A through II-50-A 

              
	
                6

              	
                I-6-A
                  through I-50-A and II-6-A through II-50-A 

              
	
                7

              	
                I-7-A
                  through I-50-A and II-7-A through II-50-A 

              
	
                8

              	
                I-8-A
                  through I-50-A and II-8-A through II-50-A

              
	
                9

              	
                I-9-A
                  through I-50-A and II-9-A through II-50-A 

              
	
                10

              	
                I-10-A
                  through I-50-A and II-10-A through II-50-A 

              
	
                11

              	
                I-11-A
                  through I-50-A and II-11-A through II-50-A 

              
	
                12

              	
                I-12-A
                  through I-50-A and II-12-A through II-50-A 

              
	
                13

              	
                I-13-A
                  through I-50-A and II-13-A through II-50-A 

              
	
                14

              	
                I-14-A
                  through I-50-A and II-14-A through II-50-A 

              
	
                15

              	
                I-15-A
                  through I-50-A and II-15-A through II-50-A 

              
	
                16

              	
                I-16-A
                  through I-50-A and II-16-A through II-50-A 

              
	
                17

              	
                I-17-A
                  through I-50-A and II-17-A through II-50-A 

              
	
                18

              	
                I-18-A
                  through I-50-A and II-18-A through II-50-A 

              
	
                19

              	
                I-19-A
                  through I-50-A and II-19-A through II-50-A 

              
	
                20

              	
                I-20-A
                  through I-50-A and II-20-A through II-50-A 

              
	
                21

              	
                I-21-A
                  through I-50-A and II-21-A through II-50-A 

              
	
                22

              	
                I-22-A
                  through I-50-A and II-22-A through II-50-A 

              
	
                23

              	
                I-23-A
                  through I-50-A and II-23-A through II-50-A 

              
	
                24

              	
                I-24-A
                  through I-50-A and II-24-A through II-50-A 

              
	
                25

              	
                I-25-A
                  through I-50-A and II-25-A through II-50-A 

              
	
                26

              	
                I-26-A
                  through I-50-A and II-26-A through II-50-A 

              
	
                27

              	
                I-27-A
                  through I-50-A and II-27-A through II-50-A 

              
	
                28

              	
                I-28-A
                  through I-50-A and II-28-A through II-50-A 

              
	
                29

              	
                I-29-A
                  through I-50-A and II-29-A through II-50-A

              
	
                30

              	
                I-30-A
                  through I-50-A and II-30-A through II-50-A 

              
	
                31

              	
                I-31-A
                  through I-50-A and II-31-A through II-50-A 

              
	
                32

              	
                I-32-A
                  through I-50-A and II-32-A through II-50-A 

              
	
                33

              	
                I-33-A
                  through I-50-A and II-33-A through II-50-A 

              
	
                34

              	
                I-34-A
                  through I-50-A and II-34-A through II-50-A 

              
	
                35

              	
                I-35-A
                  through I-50-A and II-35-A through II-50-A 

              
	
                36

              	
                I-36-A
                  through I-50-A and II-36-A through II-50-A 

              
	
                37

              	
                I-37-A
                  through I-50-A and II-37-A through II-50-A 

              
	
                38

              	
                I-38-A
                  through I-50-A and II-38-A through II-50-A 

              
	
                39

              	
                I-39-A
                  through I-50-A and II-39-A through II-50-A 

              
	
                40

              	
                I-40-A
                  through I-50-A and II-40-A through II-50-A 

              
	
                41

              	
                I-41-A
                  through I-50-A and II-41-A through II-50-A

              
	
                42

              	
                I-42-A
                  through I-50-A and II-42-A through II-50-A

              
	
                43

              	
                I-43-A
                  through I-50-A and II-43-A through II-50-A

              
	
                44

              	
                I-44-A
                  through I-50-A and II-44-A through II-50-A

              
	
                45

              	
                I-45-A
                  through I-50-A and II-45-A through II-50-A

              
	
                46

              	
                I-46-A
                  through I-50-A and II-46-A through II-50-A

              
	
                47

              	
                I-47-A
                  through I-50-A and II-47-A through II-50-A

              
	
                48

              	
                I-48-A
                  through I-50-A and II-48-A through II-50-A

              
	
                49

              	
                I-49-A
                  and I-50-A and II-49-A and II-50-A

              
	
                50

              	
                I-50-A
                  and II-50-A 

              
	
                thereafter

              	
                $0.00

              


      

      


      With
        respect to the Class SWAP-IO Interest and any Distribution Date, an amount
        equal
        to the Uncertificated Notional Amount of the REMIC III Regular Interest
        III-IO.

       

      “Underwriters”:
        Each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse
        Securities (USA) LLC, Deutsche Bank Securities Inc., Lehman Brothers Inc.
        and
        Greenwich Capital Markets, Inc.

       

      “Underwriters’
        Exemption”: As defined in the Prospectus Supplement.

       

      “Uninsured
        Cause”: Any cause of damage to a Mortgaged Property such that the complete
        restoration of such property is not fully reimbursable by the hazard insurance
        policies required to be maintained pursuant to Section 3.08.

       

      “United
        States Person”: A citizen or resident of the United States, a corporation,
        partnership or other entity created or organized in, or under the laws of,
        the
        United States, any state thereof or the District of Columbia (except, in
        the
        case of a partnership, to the extent provided in regulations); provided that,
        solely for purposes of the restrictions on the transfer of Residual
        Certificates, no partnership or other entity treated as a partnership for
        United
        States federal income tax purposes shall be treated as a United States Person
        unless all persons that own an interest in such partnership either directly
        or
        through any entity that is not a corporation for United States federal income
        tax purposes are required by the applicable operative agreement to be United
        States Persons, or an estate whose income is subject to United States federal
        income tax regardless of its source, or a trust if a court within the United
        States is able to exercise primary supervision over the administration of
        the
        trust and one or more United States persons have the authority to control
        all
        substantial decisions of the trust. To the extent prescribed in regulations
        by
        the Secretary of the Treasury, a trust which was in existence on August 20,
        1996
        (other than a trust treated as owned by the grantor under subpart E of part
        I of
        subchapter J of chapter 1 of the Code), and which was treated as a United
        States
        person on August 20, 1996 may elect to continue to be treated as a United
        States
        person notwithstanding the previous sentence. The term “United States” shall
        have the meaning set forth in Section 7701 of the Code.

       

      “Value”:
        With respect to any Mortgaged Property, the lesser of (i) the value thereof
        as
        determined by an appraisal made for the originator of the Mortgage Loan at
        the
        time of origination of the Mortgage Loan by an appraiser who met the minimum
        requirements of the Financial Institutions Reform, Recovery and Enforcement
        Act
        of 1989, and (ii) the purchase price paid for the related Mortgaged Property
        by
        the Mortgagor with the proceeds of the Mortgage Loan, provided, however,
        that in
        the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property
        is
        based solely upon the value determined by an appraisal made for the originator
        of such Refinanced Mortgage Loan at the time of origination of such Refinanced
        Mortgage Loan by an appraiser who met the minimum requirements of the Financial
        Institutions Reform, Recovery and Enforcement Act of 1989 or, subject to
        the
        related Originator’s underwriting guidelines, an insured automated valuation
        model.

       

      “Voting
        Rights”: The portion of the voting rights of all of the Certificates which is
        allocated to any Certificate. With respect to any date of determination,
        98% of
        all Voting Rights shall be allocated among the Holders of the Class A
        Certificates, the Mezzanine Certificates and the Class CE Certificates in
        proportion to the then outstanding Certificate Principal Balances of their
        respective Certificates, 1% of all Voting Rights shall be allocated to the
        Holders of the Class P Certificates and 1% of all Voting Rights shall be
        allocated among the Holders of the Residual Certificates. The Voting Rights
        allocated to each Class of Certificate shall be allocated among Holders of
        each
        such Class in accordance with their respective Percentage Interests as of
        the
        most recent Record Date.

       

      SECTION
        1.02. Allocation
        of Certain Interest Shortfalls.

       

      For
        purposes of calculating the amount of Accrued Certificate Interest and the
        amount of the Interest Distribution Amount for the Class A Certificates,
        the
        Mezzanine Certificates and the Class CE Certificates for any Distribution
        Date,
        the aggregate amount of any Prepayment Interest Shortfalls (to the extent
        not
        covered by payments by the Master Servicer pursuant to Section 4.03(e)) and
        any
        Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
        for any
        Distribution Date shall be allocated first, to reduce the interest accrued
        on
        the Class CE Certificates, based on, and to the extent of, one month’s interest
        at the applicable Pass-Through Rate on the Notional Amount of such Certificates,
        and thereafter, among the Class A Certificates and the Mezzanine Certificates
        on
        a pro
        rata
        basis
        based on, and to the extent of, one month’s interest at the then applicable
        respective Pass-Through Rates on the respective Certificate Principal Balances
        of each such Certificate.

       

      For
        purposes of calculating the amount of Uncertificated Interest for the REMIC
        I
        Regular Interests for any Distribution Date, the aggregate amount of any
        Prepayment Interest Shortfalls (to the extent not covered by payments by
        the
        Master Servicer pursuant to Section 4.03(e)) and Relief Act Interest Shortfalls
        incurred in respect of the Mortgage Loans for any Distribution Date shall
        be
        allocated first, (a) with respect to the Group I Mortgage Loans, to REMIC
        I
        Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF, in each case
        to the
        extent of one month’s interest at the then applicable respective REMIC I
        Remittance Rate on the respective Uncertificated Balance of each such REMIC
        I
        Regular Interest; provided, however, with respect to the first three
        Distribution Dates, such amounts relating to the Initial Group I Mortgage
        Loans
        shall be allocated to REMIC I Regular Interest I-LT1 and such amounts relating
        to the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular
        Interest I-LT1PF and (b) with respect to the Group II Mortgage Loans, to
        REMIC I
        Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF, in each case
        to the
        extent of one month’s interest at the then applicable respective REMIC I
        Remittance Rate on the respective Uncertificated Balance of each such REMIC
        I
        Regular Interest; provided, however, with respect to the first three
        Distribution Dates, such amounts relating to the Initial Group II Mortgage
        Loans
        shall be allocated to REMIC I Regular Interest I-LT2 and such amounts relating
        to the Subsequent Group II Mortgage Loans shall be allocated to REMIC I Regular
        Interest I-LT2PF.

       

      For
        purposes of calculating the amount of Uncertificated Interest for the REMIC
        II
        Group I Regular Interests for any Distribution Date, the aggregate amount
        of any
        Prepayment Interest Shortfalls (to the extent not covered by payments by
        the
        Master Servicer pursuant to Section 4.03(e)) and any Relief Act Interest
        Shortfalls incurred in respect of Loan Group I shall be allocated
        first,
        to REMIC II Regular Interest I and to the REMIC II Group I Regular Interests
        ending with the designation “B”, pro
        rata
        based
        on, and to the extent of, one month’s interest at the then applicable respective
        REMIC II Remittance Rates on the respective Uncertificated Principal Balances
        of
        each such REMIC II Regular Interest, and then, to REMIC II Group I Regular
        Interests ending with the designation “A”, pro rata based on, and to the extent
        of, one month’s interest at the then applicable respective REMIC II Remittance
        Rates on the respective Uncertificated Principal Balances of each such REMIC
        II
        Regular Interest. For purposes of calculating the amount of Uncertificated
        Interest for the REMIC II Group II Regular Interests for any Distribution
        Date,
        the aggregate amount of any Prepayment Interest Shortfalls (to the extent
        not
        covered by payments by the Master Servicer pursuant to Section 4.03(e)) and
        any
        Relief Act Interest Shortfalls incurred in respect of Loan Group II shall
        be
        allocated first, to REMIC II Regular Interest II and to the REMIC II Group
        II
        Regular Interests ending with the designation “B”, pro
        rata
        based
        on, and to the extent of, one month’s interest at the then applicable respective
        REMIC II Remittance Rates on the respective Uncertificated Principal Balances
        of
        each such REMIC II Regular Interest , and then, to REMIC II Group II Regular
        Interests ending with the designation “A”, pro rata based on, and to the extent
        of, one month’s interest at the then applicable respective REMIC II Remittance
        Rates on the respective Uncertificated Principal Balances of each such REMIC
        II
        Regular Interest.

       

      For
        purposes of calculating the amount of Uncertificated Interest for the REMIC
        III
        Regular Interests for any Distribution Date:

       

      (i) The
        REMIC
        III Marker Allocation Percentage of the aggregate amount of any Prepayment
        Interest Shortfalls (to the extent not covered by payments by the Master
        Servicer pursuant to Section 4.03(e)) and the REMIC III Marker Allocation
        Percentage of any Relief Act Interest Shortfalls incurred in respect of the
        Mortgage Loans for any Distribution Date shall be allocated among REMIC III
        Regular Interest III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III
        Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III
        Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III
        Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III
        Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III
        Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III
        Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III
        Regular Interest III-LTM10 and REMIC III Regular Interest LTZZ, on a
pro
        rata
        basis,
        based on, and to the extent of, one month’s interest at the then applicable
        respective REMIC III Remittance Rates on the respective Uncertificated Balances
        of each such REMIC III Regular Interest; and

       

      (ii) The
        REMIC
        III Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
        Interest Shortfalls (to the extent not covered by payments by the Master
        Servicer pursuant to Section 4.03(e)) and the REMIC III Sub WAC Allocation
        Percentage of any Relief Act Interest Shortfalls incurred in respect of the
        Mortgage Loans for any Distribution Date shall be allocated to Uncertificated
        Interest payable to REMIC III Regular Interest III-LT1SUB, REMIC III Regular
        Interest III-LT1GRP, REMIC III Regular Interest III-LT2SUB, REMIC III Regular
        Interest III-LT2GRP and REMIC III Regular Interest III-LTXX, on a pro
        rata
        basis,
        based on, and to the extent of, one month’s interest at the then applicable
        respective REMIC III Remittance Rates on the respective Uncertificated Balances
        of each such REMIC III Regular Interest.

       

      SECTION
        1.03. Rights
        of
        the NIMS Insurer.

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        II

      
CONVEYANCE
        OF MORTGAGE LOANS;

      ORIGINAL
        ISSUANCE OF CERTIFICATES

       

      SECTION
        2.01. Conveyance
        of Mortgage Loans.

       

      The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey to the Trustee without recourse
        for the benefit of the Certificateholders all the right, title and interest
        of
        the Depositor, including any security interest therein for the benefit of
        the
        Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
        Schedule, the rights of the Depositor under the Mortgage Loan Purchase
        Agreement, all other assets included or to be included in REMIC I, payments
        made
        to the Trustee by the Swap Administrator under the Swap Administration Agreement
        and the Swap Account. Such assignment includes all interest and principal
        received by the Depositor or the Master Servicer on or with respect to the
        Mortgage Loans (other than payments of principal and interest due on such
        Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
        to the Trustee the Original Pre-Funded Amounts, the required deposit to the
        Interest Coverage Accounts and an executed copy of the Mortgage Loan Purchase
        Agreement and the PMI Policy, and the Trustee, on behalf of the
        Certificateholders, acknowledges receipt of the same.

       

      In
        connection with such transfer and assignment, the Depositor does hereby deliver
        to, and deposit with, the Trustee the following documents or instruments
        with
        respect to each Initial Mortgage Loan so transferred and assigned, and the
        Depositor shall deliver or cause to be delivered to the Custodian the following
        documents or instruments (a “Mortgage File”):

       

      (i) the
        original Mortgage Note, endorsed in blank, without recourse, or in the following
        form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee
        under the applicable agreement, without recourse,” with all prior and
        intervening endorsements showing a complete chain of endorsement from the
        originator to the Person so endorsing to the Trustee, or with respect to
        any
        lost Mortgage Note, an original Lost Note Affidavit; provided however, that
        such
        substitutions of Lost Note Affidavits for original Mortgage Notes may occur
        only
        with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance
        of
        which is less than or equal to 2.00% of the Pool Balance as of the Cut-off
        Date;

       

      (ii) the
        original Mortgage, with evidence of recording thereon, and a copy, certified
        by
        the appropriate recording office, of the recorded power of attorney, if the
        Mortgage was executed pursuant to a power of attorney, with evidence of
        recording thereon;

       

      (iii) an
        original Assignment assigned in blank, without recourse;

       

      (iv) the
        original recorded intervening Assignment or Assignments showing a complete
        chain
        of assignment from the originator to the Person assigning the Mortgage to
        the
        Trustee as contemplated by the immediately preceding clause (iii) or the
        original unrecorded intervening Assignments;

       

      (v) the
        original or copies of each assumption, modification, written assurance or
        substitution agreement, if any; and

       

      (vi) the
        original or copy of the lender’s title insurance policy or an attorney’s opinion
        of title or similar guarantee of title acceptable to mortgage lenders generally
        in the jurisdiction where the Mortgaged Property is located, together with
        the
        original or copies of all endorsements or riders which were issued with or
        subsequent to the issuance of such policy, or in the event such original
        or copy
        of the title policy is unavailable, a written commitment or uniform binder
        or
        preliminary report of title issued by the title insurance or escrow
        company.

       

      If
        any of
        the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as
        of
        the Closing Date (or the related Subsequent Transfer Date, with respect to
        the
        Subsequent Mortgage Loans) been submitted for recording but either (x) has
        not
        been returned from the applicable public recording office or (y) has been
        lost
        or such public recording office has retained the original of such document,
        the
        obligations of the Depositor to deliver such documents shall be deemed to
        be
        satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian
        on
        behalf of the Trustee, of a copy of each such document certified by the
        applicable Originator in the case of (x) above or the applicable public
        recording office in the case of (y) above to be a true and complete copy
        of the
        original that was submitted for recording and (2) if such copy is certified
        by
        the applicable Originator, delivery to the Trustee, or to the appropriate
        Custodian on behalf of the Trustee, promptly upon receipt thereof of either
        the
        original or a copy of such document certified by the applicable public recording
        office to be a true and complete copy of the original. The Depositor shall
        deliver or cause to be delivered to the Trustee, or to the appropriate Custodian
        on behalf of the Trustee, promptly upon receipt thereof any other original
        documents constituting a part of a Mortgage File received with respect to
        any
        Mortgage Loan, including, but not limited to, any original documents evidencing
        an assumption or modification of any Mortgage Loan.

       

      The
        Master Servicer (in its capacity as Seller) shall promptly (and in no event
        later than thirty (30) Business Days, subject to extension upon a mutual
        agreement between the Master Servicer and the Trustee, following the later
        of
        (i) the Closing Date, (ii) the date on which the Seller receives the Assignment
        from the Custodian and (iii) the date of receipt by the Master Servicer of
        the
        recording information for a Mortgage) submit or cause to be submitted for
        recording, at no expense to the Trust Fund or the Trustee, in the appropriate
        public office for real property records, each Assignment referred to in Sections
        2.01(iii) and (iv) above and shall execute each original Assignment referred
        to
        in Section 2.01(iii) above in the following form: “Deutsche Bank National Trust
        Company, as Trustee under the applicable agreement.” In the event that any such
        Assignment is lost or returned unrecorded because of a defect therein, the
        Master Servicer (in its capacity as Seller) shall promptly prepare or cause
        to
        be prepared a substitute Assignment or cure or cause to be cured such defect,
        as
        the case may be, and thereafter cause each such Assignment to be duly
        recorded.

       

      Notwithstanding
        the foregoing, however, for administrative convenience and facilitation of
        servicing and to reduce closing costs, the Assignments shall not be required
        to
        be submitted for recording (except with respect to any Mortgage Loan located
        in
        Maryland) unless such failure to record would result in a withdrawal or a
        downgrading by any Rating Agency of the rating on any Class of Certificates;
        provided further, however, that each Assignment shall be submitted for recording
        by the Seller in the manner described above, at no expense to the Trust Fund
        or
        the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders
        of Certificates entitled to at least 25% of the Voting Rights or the NIMS
        Insurer, (ii) failure of the Master Servicer Termination Test, (iii) the
        occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the
        occurrence of a servicing transfer as described in Section 7.02 hereof and
        (v)
        if the Seller is not the Master Servicer and with respect to any one Assignment
        or Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating
        to the Mortgagor under the related Mortgage. Notwithstanding the foregoing,
        if
        the Master Servicer is unable to pay the cost of recording the Assignments,
        such
        expense shall be paid by the Trustee and shall be reimbursable to the Trustee
        as
        an Extraordinary Trust Fund Expense.

       

      All
        original documents relating to the Mortgage Loans that are not delivered
        to the
        Trustee, or to the appropriate Custodian on behalf of the Trustee, are and
        shall
        be held by or on behalf of the Seller, the Depositor or the Master Servicer,
        as
        the case may be, in trust for the benefit of the Trustee on behalf of the
        Certificateholders. In the event that any such original document is required
        pursuant to the terms of this Section to be a part of a Mortgage File, such
        document shall be delivered promptly to the Trustee, or to the appropriate
        Custodian on behalf of the Trustee. Any such original document delivered
        to or
        held by the Depositor that is not required pursuant to the terms of this
        Section
        to be a part of a Mortgage File, shall be delivered promptly to the Master
        Servicer.

       

      The
        parties hereto understand and agree that it is not intended that any mortgage
        loan be included in the Trust that is a “High-Cost Home Loan” as defined by
        HOEPA or any other applicable predatory or abusive lending laws.

       

      SECTION
        2.02. Acceptance
        of REMIC I by the Trustee.

       

      Subject
        to the provisions of Section 2.01 and subject to any exceptions noted on
        the
        exception report described in the next paragraph below, the Trustee acknowledges
        receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement,
        receipt by the respective Custodian as the duly appointed agent of the Trustee)
        of the documents referred to in Section 2.01 (other than such documents
        described in Section 2.01(v)) above and all interests and all other assets
        included in the definition of “REMIC I” under clauses (i), (iii), (iv) and (v)
        (to the extent of amounts deposited into the Distribution Account) and declares
        that it, or such Custodian as its agent, holds and shall hold such documents
        and
        the other documents delivered to it constituting a Mortgage File, and that
        it
        holds or shall hold all such assets and such other assets included in the
        definition of “REMIC I” in trust for the exclusive use and benefit of all
        present and future Certificateholders.

       

      On
        or
        prior to the Closing Date, the Trustee agrees, for the benefit of the
        Certificateholders, to execute and deliver (or cause the Custodian to execute
        and deliver) to the Depositor and the NIMS Insurer an acknowledgment of receipt
        of the Mortgage Note (with any exceptions noted), substantially in the form
        attached as Exhibit C-3 hereto.

       

      The
        Trustee agrees, for the benefit of the Certificateholders, to review (or
        cause a
        Custodian on its behalf to review) each Mortgage Note within 45 days of the
        Closing Date and to certify in substantially the form attached hereto as
        Exhibit
        C-1 (or cause the Custodian to certify in the form of the Initial Certification
        attached to the Custodial Agreement) that, as to each Mortgage Loan listed
        in
        the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
        any
        Mortgage Loan specifically identified in the exception report annexed thereto
        as
        not being covered by such certification), (i) all documents constituting
        part of
        such Mortgage File (other than such documents described in Section 2.01(v))
        required to be delivered to it pursuant to this Agreement are in its possession,
        (ii) such documents have been reviewed by it or such Custodian and are not
        mutilated, torn or defaced unless initialed by the related borrower and relate
        to such Mortgage Loan, (iii) based on its or the Custodian’s examination and
        only as to the foregoing, the information set forth in the Mortgage Loan
        Schedule that corresponds to items (1) through (3), (6), (9), (10), (13),
        (15)
        and (19) of the definition of “Mortgage Loan Schedule” accurately reflects
        information set forth in the Mortgage File. It is herein acknowledged that,
        in
        conducting such review, the Trustee or such Custodian was under no duty or
        obligation (i) to inspect, review or examine any such documents, instruments,
        certificates or other papers to determine whether they are genuine, enforceable,
        or appropriate for the represented purpose or whether they have actually
        been
        recorded or that they are other than what they purport to be on their face
        or
        (ii) to determine whether any Mortgage File should include any of the documents
        specified in clause (v) of Section 2.01.

       

      Prior
        to
        the first anniversary date of this Agreement the Trustee shall deliver to
        the
        Depositor, the Master Servicer and the NIMS Insurer a final certification
        in the
        form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver
        to
        the Trustee, the Depositor, the Master Servicer and the NIMS Insurer a final
        certification in the form attached to the Custodial Agreement) evidencing
        the
        completeness of the Mortgage Files, with any applicable exceptions noted
        thereon, with respect to all of the Mortgage Loans. Upon the request of the
        Master Servicer, any exception report related to the final certification
        shall
        be provided in an electronic computer readable format as mutually agreed
        upon by
        the Master Servicer and the Trustee.

       

      If
        in the
        process of reviewing the Mortgage Files and making or preparing, as the case
        may
        be, the certifications referred to above, the Trustee or any Custodian finds
        any
        document or documents constituting a part of a Mortgage File to be missing,
        mutilated, torn or defaced or does not conform to the requirements identified
        above, at the conclusion of its review the Trustee (or a Custodian on behalf
        of
        the Trustee) shall so notify the Depositor, the NIMS Insurer and the Master
        Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer,
        the Master Servicer or the Trustee of a breach of any of the representations
        and
        warranties made by the Seller in the Mortgage Loan Purchase Agreement in
        respect
        of any Mortgage Loan which materially adversely affects such Mortgage Loan
        or
        the interests of the related Certificateholders in such Mortgage Loan, the
        party
        discovering such breach shall give prompt written notice to the other
        parties.

       

      The
        Trustee (or a Custodian on behalf of the Trustee) shall, at the written request
        and expense of any Certificateholder, Certificate Owner, provide a written
        report to such Certificateholder, Certificate Owner, of all Mortgage Files
        released to the Master Servicer for servicing purposes.

       

      SECTION
        2.03. Repurchase
        or Substitution of Mortgage Loans by the Seller or the Depositor; Payment
        of
        Prepayment Charge Payment Amounts.

       

      (a) Upon
        discovery or receipt of notice (including notice under Section 2.02) of any
        materially defective document in, or that a document is missing from, the
        Mortgage File or of the breach by the Seller of any representation, warranty
        or
        covenant under the Mortgage Loan Purchase Agreement in respect of any Mortgage
        Loan which materially adversely affects the value of such Mortgage Loan or
        the
        interest therein of the Certificateholders, the Trustee shall promptly notify
        the Seller, the NIMS Insurer and the Master Servicer of such defect, missing
        document or breach and request that the Seller deliver such missing document
        or
        cure such defect or breach within 90 days from the date the Seller had knowledge
        or was notified of such missing document, defect or breach, and if the Seller
        does not deliver such missing document or cure such defect or breach in all
        material respects during such period, the Master Servicer (or, in accordance
        with Section 6.06(b), the Trustee) shall enforce the obligations of the Seller
        under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan
        from
        REMIC I at the Purchase Price within 90 days after the date on which the
        Seller
        was notified (subject to Section 2.03(d)) of such missing document, defect
        or
        breach, if and to the extent that the Seller is obligated to do so under
        the
        Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased
        Mortgage Loan shall be deposited in the Collection Account, and the Trustee,
        upon receipt of written certification from the Master Servicer of such deposit,
        shall release to the Seller the related Mortgage File and shall execute and
        deliver such instruments of transfer or assignment, in each case without
        recourse, as the Seller shall furnish to it and as shall be necessary to
        vest in
        the Seller any Mortgage Loan released pursuant hereto, and the Trustee shall
        not
        have any further responsibility with regard to such Mortgage File. In lieu
        of
        repurchasing any such Mortgage Loan as provided above, if so provided in
        the
        Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan
        to be
        removed from REMIC I (in which case it shall become a Deleted Mortgage Loan)
        and
        substitute one or more Qualified Substitute Mortgage Loans in the manner
        and
        subject to the limitations set forth in Section 2.03(c). It is understood
        and
        agreed that the obligation of the Seller to cure or to repurchase (or to
        substitute for) any Mortgage Loan as to which a document is missing, a material
        defect in a document exists or as to which such a breach has occurred and
        is
        continuing shall constitute the sole remedy respecting such omission, defect
        or
        breach available to the Trustee on behalf of the
        Certificateholders.

       

      (b) (i) Promptly
        upon the earlier of discovery by the Master Servicer or receipt of notice
        by the
        Master Servicer of the breach of any representation, warranty or covenant
        of the
        Master Servicer set forth in Section 2.05, which materially and adversely
        affects the interests of the Certificateholders in any Mortgage Loan, the
        Master
        Servicer shall cure such breach in all material respects.

       

      (ii) Notwithstanding
        the provisions of Section 2.03(b)(i) above,

       

      (A) on
        the
        later of (x) the Master Servicer Remittance Date next following the earlier
        of
        discovery by the Master Servicer or receipt of notice by the Master Servicer
        of
        the breach of the representation made by the Master Servicer in Section
        2.05(vii), which breach materially and adversely affects the interests of
        the
        Holders of the Class P Certificates to any Prepayment Charge and (y) the
        Master
        Servicer Remittance Date next following the Prepayment Period relating to
        such a
        breach, the Master Servicer shall deposit into the Collection Account the
        amount
        of the scheduled Prepayment Charge, less any amount collected and deposited
        by
        the Master Servicer into the Collection Account in respect of such Prepayment
        Charge; and

       

      (B) on
        the
        later of (x) the Master Servicer Remittance Date next following the earlier
        of
        discovery by the Master Servicer or receipt of notice by the Master Servicer
        of
        the breach of the covenant made by the Master Servicer in Section 2.05(viii),
        which breach materially and adversely affects the interests of the Holders
        of
        the Class P Certificates to any Prepayment Charge and (y) the Master Servicer
        Remittance Date next following the Prepayment Period relating to such a breach,
        the Master Servicer shall deposit into the Collection Account, as a Master
        Servicer Prepayment Charge Payment Amount, the amount of the waived Prepayment
        Charge, but only to the extent required under Section 2.03(b)(iii)
        below.

       

      (iii) If
        with
        respect to any Prepayment Period,

       

      (A) the
        dollar amount of Prepayment Charges that are the subject of breaches by the
        Master Servicer of the covenant made by the Master Servicer in Section
        2.05(viii), which breaches materially and adversely affect the interests
        of the
        Holders of the Class P Certificates to such Prepayment Charges,
        exceeds

       

      (B) 5%
        of the
        total dollar amount of Prepayment Charges payable by Mortgagors in connection
        with Principal Prepayments on the related Mortgage Loans that occurred during
        such Prepayment Period,

       

      then
        the
        amount required to be paid by the Master Servicer pursuant to Section
        2.03(b)(ii)(B) above shall be limited to an amount, that when added to the
        amount of Prepayment Charges actually collected by the Master Servicer in
        respect of Prepayment Charges relating to Principal Prepayments on the related
        Mortgage Loans that occurred during such Prepayment Period, shall yield a
        sum
        equal to 95% of the total dollar amount of Prepayment Charges (exclusive
        of (A)
        Prepayment Charges not enforced or collected upon because (i) the enforceability
        thereof shall have been limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights generally or
        (ii) the collectability thereof shall have been limited due to acceleration
        in
        connection with a foreclosure or other involuntary payment and (B) Prepayment
        Charges waived by the Master Servicer when such waiver does not breach the
        covenant set forth in Section 2.05(viii)) payable by Mortgagors in connection
        with Principal Prepayments on the related Mortgage Loans that occurred during
        such Prepayment Period.

       

      (c) Any
        substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
        Loans
        made pursuant to Section 2.03(a), in the case of the Seller, or Section 2.03(b),
        in the case of the Depositor, must be effected prior to the date which is
        two
        years after the Startup Day for REMIC I.

       

      As
        to any
        Deleted Mortgage Loan for which the Seller or the Depositor substitutes a
        Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected
        by the Seller or the Depositor, as the case may be, delivering to the Trustee
        (or a Custodian on behalf of the Trustee), for such Qualified Substitute
        Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to
        the
        Trustee, and such other documents and agreements, with all necessary
        endorsements thereon, as are required by Section 2.01, together with an
        Officers’ Certificate providing that each such Qualified Substitute Mortgage
        Loan satisfies the definition thereof and specifying the Substitution Shortfall
        Amount (as described below), if any, in connection with such substitution.
        The
        Trustee (or a Custodian on behalf of the Trustee) shall acknowledge receipt
        for
        such Qualified Substitute Mortgage Loan or Loans and, within ten (10) Business
        Days thereafter, review such documents as specified in Section 2.02 and deliver
        to the Depositor, the NIMS Insurer, the Trustee and the Master Servicer,
        with
        respect to such Qualified Substitute Mortgage Loan or Loans, a certification
        substantially in the form attached hereto as Exhibit C-1, with any applicable
        exceptions noted thereon. Within one year of the date of substitution, the
        Trustee shall deliver to the Depositor, the NIMS Insurer and the Master Servicer
        a certification substantially in the form of Exhibit C-2 hereto with respect
        to
        such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions
        noted thereon. Monthly Payments due with respect to Qualified Substitute
        Mortgage Loans in the month of substitution are not part of REMIC I and shall
        be
        retained by the Depositor or the Seller, as the case may be. For the month
        of
        substitution, distributions to Certificateholders shall reflect the Monthly
        Payment due on such Deleted Mortgage Loan on or before the Due Date in the
        month
        of substitution, and the Depositor or the Seller, as the case may be, shall
        thereafter be entitled to retain all amounts subsequently received in respect
        of
        such Deleted Mortgage Loan. The Depositor shall give or cause to be given
        written notice to the Certificateholders, the NIMS Insurer that such
        substitution has taken place, shall amend the Mortgage Loan Schedule and,
        if
        applicable, the Prepayment Charge Schedule, to reflect the removal of such
        Deleted Mortgage Loan from the terms of this Agreement and the substitution
        of
        the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy
        of such
        amended Mortgage Loan Schedule to the Trustee and the NIMS Insurer. Upon
        such
        substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute
        part of the Mortgage Pool and shall be subject in all respects to the terms
        of
        this Agreement and, in the case of a substitution effected by the Seller,
        the
        Mortgage Loan Purchase Agreement, including all applicable representations
        and
        warranties thereof.

       

      For
        any
        month in which the Depositor or the Seller substitutes one or more Qualified
        Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
        Servicer shall determine the amount (the “Substitution Shortfall Amount”), if
        any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
        exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
        the Scheduled Principal Balance thereof as of the date of substitution, together
        with one month’s interest on such Scheduled Principal Balance at the applicable
        Net Mortgage Rate. On the date of such substitution, the Depositor or the
        Seller, as the case may be, shall deliver or cause to be delivered to the
        Master
        Servicer for deposit in the Collection Account an amount equal to the
        Substitution Shortfall Amount, if any, and the Trustee, upon receipt of the
        related Qualified Substitute Mortgage Loan or Loans and certification by
        the
        Master Servicer of such deposit, shall release to the Depositor or the Seller,
        as the case may be, the related Mortgage File or Files and shall execute
        and
        deliver such instruments of transfer or assignment, in each case without
        recourse, as the Depositor or the Seller, as the case may be, shall deliver
        to
        it and as shall be necessary to vest therein any Deleted Mortgage Loan released
        pursuant hereto.

       

      In
        addition, the Depositor or the Seller, as the case may be, shall obtain at
        its
        own expense and deliver to the Trustee and the NIMS Insurer an Opinion of
        Counsel to the effect that such substitution shall not cause (a) any federal
        tax
        to be imposed on any Trust REMIC, including without limitation, any federal
        tax
        imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on
“contributions after the startup date” under Section 860G(d)(1) of the Code, or
        (b) any Trust REMIC to fail to qualify as a REMIC at any time that any
        Certificate is outstanding.

       

      (d) Upon
        discovery by the Depositor, the NIMS Insurer, the Seller, the Master Servicer
        or
        the Trustee that any Mortgage Loan does not constitute a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, the party discovering
        such
        fact shall within two Business Days give written notice thereof to the other
        parties. In connection therewith, the Seller or the Depositor shall repurchase
        or, subject to the limitations set forth in Section 2.03(c), substitute one
        or
        more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within
        90 days of the earlier of discovery or receipt of such notice with respect
        to
        such affected Mortgage Loan. Such repurchase or substitution shall be made
        by
        the Seller. Any such repurchase or substitution shall be made in the same
        manner
        as set forth in Section 2.03(a). The Trustee shall reconvey to the Depositor
        or
        the Seller, as the case may be, the Mortgage Loan to be released pursuant
        hereto
        in the same manner, and on the same terms and conditions, as it would a Mortgage
        Loan repurchased for breach of a representation or warranty.

       

      SECTION
        2.04. [Reserved].

       

      SECTION
        2.05. Representations,
        Warranties and Covenants of the Master Servicer.

       

      The
        Master Servicer hereby represents, warrants and covenants to the Trustee,
        for
        the benefit of each of the Trustee and the Certificateholders and to the
        Depositor that as of the Closing Date or as of such date specifically provided
        herein:

       

      (i) The
        Master Servicer is a corporation duly organized, validly existing and in
        good
        standing under the laws of the State of Delaware and is duly authorized and
        qualified to transact any and all business contemplated by this Agreement
        to be
        conducted by the Master Servicer in any state in which a Mortgaged Property
        is
        located or is otherwise not required under applicable law to effect such
        qualification and, in any event, is in compliance with the doing business
        laws
        of any such State, to the extent necessary to ensure its ability to enforce
        each
        Mortgage Loan and to service the Mortgage Loans in accordance with the terms
        of
        this Agreement;

       

      (ii) The
        Master Servicer has the full corporate power and authority to service each
        Mortgage Loan, and to execute, deliver and perform, and to enter into and
        consummate the transactions contemplated by this Agreement and has duly
        authorized by all necessary corporate action on the part of the Master Servicer
        the execution, delivery and performance of this Agreement; and this Agreement,
        assuming the due authorization, execution and delivery thereof by the Depositor
        and the Trustee, constitutes a legal, valid and binding obligation of the
        Master
        Servicer, enforceable against the Master Servicer in accordance with its
        terms,
        except to the extent that (a) the enforceability thereof may be limited by
        bankruptcy, insolvency, moratorium, receivership and other similar laws relating
        to creditors’ rights generally and (b) the remedy of specific performance and
        injunctive and other forms of equitable relief may be subject to the equitable
        defenses and to the discretion of the court before which any proceeding therefor
        may be brought;

       

      (iii) The
        execution and delivery of this Agreement by the Master Servicer, the servicing
        of the Mortgage Loans by the Master Servicer hereunder, the consummation
        of any
        other of the transactions herein contemplated, and the fulfillment of or
        compliance with the terms hereof are in the ordinary course of business of
        the
        Master Servicer and will not (A) result in a breach of any term or provision
        of
        the charter or by-laws of the Master Servicer or (B) conflict with, result
        in a
        breach, violation or acceleration of, or result in a default under, the terms
        of
        any other material agreement or instrument to which the Master Servicer is
        a
        party or by which it may be bound, or any statute, order or regulation
        applicable to the Master Servicer of any court, regulatory body, administrative
        agency or governmental body having jurisdiction over the Master Servicer;
        and
        the Master Servicer is not a party to, bound by, or in breach or violation
        of
        any indenture or other agreement or instrument, or subject to or in violation
        of
        any statute, order or regulation of any court, regulatory body, administrative
        agency or governmental body having jurisdiction over it, which materially
        and
        adversely affects or, to the Master Servicer’s knowledge, would in the future
        materially and adversely affect, (x) the ability of the Master Servicer to
        perform its obligations under this Agreement or (y) the business, operations,
        financial condition, properties or assets of the Master Servicer taken as
        a
        whole;

       

      (iv) The
        Master Servicer is an approved seller/servicer for Fannie Mae or Freddie
        Mac in
        good standing and is a HUD approved mortgagee pursuant to Section 203 and
        Section 211 of the National Housing Act;

       

      (v) Except
        as
        disclosed in the Prospectus Supplement, no litigation is pending against
        the
        Master Servicer that would materially and adversely affect the execution,
        delivery or enforceability of this Agreement or the ability of the Master
        Servicer to service the Mortgage Loans or to perform any of its other
        obligations hereunder in accordance with the terms hereof;

       

      (vi) No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Master
        Servicer of, or compliance by the Master Servicer with, this Agreement or
        the
        consummation of the transactions contemplated by this Agreement, except for
        such
        consents, approvals, authorizations or orders, if any, that have been obtained
        prior to the Closing Date;

       

      (vii) The
        information set forth in the Prepayment Charge Schedule attached hereto as
        Schedule 2 (including the prepayment charge summary attached thereto) is
        complete, true and correct in all material respects at the date or dates
        respecting which such information is furnished and each Prepayment Charge
        is
        permissible and enforceable in accordance with its terms (except to the extent
        that (i) the enforceability thereof may be limited by bankruptcy, insolvency,
        moratorium, receivership and other similar laws relating to creditors’ rights
        generally and (ii) the collectability thereof may be limited due to acceleration
        in connection with a foreclosure or other involuntary payment;

       

      (viii) The
        Master Servicer shall not waive any Prepayment Charge or part of a Prepayment
        Charge unless, (i) the enforceability thereof shall have been limited by
        bankruptcy, insolvency, moratorium, receivership and other similar laws relating
        to creditors’ rights generally or (ii) the collectability thereof shall have
        been limited due to acceleration in connection with a foreclosure or other
        involuntary payment or (iii) in the Master Servicer’s reasonable judgment as
        described in Section 3.01 hereof, (x) such waiver relates to a default or
        a
        reasonably foreseeable default, (y) such waiver would maximize recovery of
        total
        proceeds taking into account the value of such Prepayment Charge and related
        Mortgage Loan and (z) doing so is standard and customary in servicing similar
        Mortgage Loans (including any waiver of a Prepayment Charge in connection
        with a
        refinancing of a Mortgage Loan that is related to a default or a reasonably
        foreseeable default). In no event shall the Master Servicer waive a Prepayment
        Charge in connection with a refinancing of a Mortgage Loan that is not related
        to a default or a reasonably foreseeable default;

       

      (ix) The
        information set forth in the “monthly tape” provided to the Trustee or any of
        its affiliates is true and correct in all material respects;

       

      (x) With
        respect to each Mortgage Loan, the Assignment is in recordable form; (except
        that the name of the assignee and the recording information with respect
        to such
        Mortgage Loan is blank) and each Mortgage Loan was originated in the name
        of the
        Master Servicer or an affiliate thereof;

       

      (xi) The
        Master Servicer has fully furnished and shall continue to fully furnish,
        in
        accordance with the Fair Credit Reporting Act and its implementing regulations,
        accurate and complete information (e.g., favorable and unfavorable) on its
        borrower credit files to Equifax, Experian and Trans Union Credit Information
        Company or their successors on a monthly basis; 

       

      (xii) The
        Master Servicer shall transmit full-file credit reporting data for each Mortgage
        Loan pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage
        Loan,
        the Master Servicer shall report one of the following statuses each month
        as
        follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
        foreclosed, or charged-off; and

       

      (xiii) The
        Master Servicer hereby represents and warrants to the Depositor that its
        delinquency recognition policy is not less restrictive than any delinquency
        recognition policy established by the primary safety and soundness regulator,
        if
        any, of the Master Servicer.

       

      It
        is
        understood and agreed that the representations, warranties and covenants
        set
        forth in this Section 2.05 shall survive delivery of the Mortgage Files to
        the
        Trustee or to a Custodian, as the case may be, and shall inure to the benefit
        of
        the Trustee, the Depositor and the Certificateholders. Upon discovery by
        any of
        the Depositor, the NIMS Insurer, the Master Servicer or the Trustee of a
        breach
        of any of the foregoing representations, warranties and covenants which
        materially and adversely affects the value of any Mortgage Loan, Prepayment
        Charge or the interests therein of the Certificateholders, the party discovering
        such breach shall give prompt written notice (but in no event later than
        two (2)
        Business Days following such discovery) to the NIMS Insurer and the Trustee.
        Subject to Section 7.01, the obligation of the Master Servicer set forth
        in
        Section 2.03(b) to cure breaches (or in the case of the representations,
        warranties and covenants set forth in Section 2.05(vii) and Section 2.05(viii)
        above, to otherwise remedy such breaches pursuant to Section 2.03(b)) shall
        constitute the sole remedies against the Master Servicer available to the
        Certificateholders, the Depositor or the Trustee on behalf of the
        Certificateholders respecting a breach of the representations, warranties
        and
        covenants contained in this Section 2.05. The preceding sentence shall not,
        however, limit any remedies available to the Certificateholders, the Depositor
        or the Trustee on behalf of the Certificateholders (other than in the case
        of
        the representations, warranties and covenants set forth in Section 2.05(vii)
        and
        Section 2.05(viii) above) pursuant to the Mortgage Loan Purchase Agreement
        signed by the Master Servicer in its capacity as Seller, respecting a breach
        of
        the representations, warranties and covenants of the Master Servicer in its
        capacity as Seller contained in the Mortgage Loan Purchase
        Agreement.

       

      SECTION
        2.06. Issuance
        of the REMIC I Regular Interests and the Class R-I Interest.

       

      The
        Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
        to it of the Mortgage Files, subject to the provisions of Section 2.01 and
        Section 2.02, together with the assignment to it of all other assets included
        in
        REMIC I, the receipt of which is hereby acknowledged. Concurrently with such
        assignment and delivery and in exchange therefor, the Trustee, pursuant to
        the
        written request of the Depositor executed by an officer of the Depositor,
        has
        executed, authenticated and delivered to or upon the order of the Depositor,
        the
        Class R-I Interest in authorized denominations. The interests evidenced by
        the
        Class R-I Interest, together with the REMIC I Regular Interests, constitute
        the
        entire beneficial ownership interest in REMIC I. The rights of the Class
        R
        Certificateholders and REMIC II (as holder of the REMIC I Regular Interests)
        to
        receive distributions from the proceeds of REMIC I in respect of the Class
        R-I
        Interest and the REMIC I Regular Interests, respectively, and all ownership
        interests evidenced or constituted by the Class R-I Interest and the REMIC
        I
        Regular Interests, shall be as set forth in this Agreement.

       

      SECTION
        2.07. Conveyance
        of the REMIC I Regular Interests; Acceptance of REMIC II, REMIC III, REMIC
        IV,
        REMIC V, REMIC VI and REMIC VII.

       

      (a) The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        assets
        described in the definition of REMIC I for the benefit of the Holders of
        the
        REMIC I Regular Interests (which are uncertificated) and the Class R
        Certificates (in respect of the Class R-I Interest). The Trustee acknowledges
        receipt of the assets described in the definition of REMIC I and declares
        that
        it holds and shall hold the same in trust for the exclusive use and benefit
        of
        the Holders of the REMIC I Regular Interests and the Class R Certificates
        (in
        respect of the Class R-I Interest). The interests evidenced by the Class
        R-I
        Interest, together with the REMIC I Regular Interests, constitute the entire
        beneficial ownership interest in REMIC I.

       

      (b) The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        I Regular Interests (which are uncertificated) for the benefit of the Holders
        of
        the REMIC II Regular Interests and the Class R Certificates (in respect of
        the
        Class R-II Interest). The Trustee acknowledges receipt of the REMIC I Regular
        Interests and declares that it holds and shall hold the same in trust for
        the
        exclusive use and benefit of the Holders of the REMIC II Regular Interests
        and
        the Class R Certificates (in respect of the Class R-II Interest). The interests
        evidenced by the Class R-II Interest, together with the REMIC II Regular
        Interests, constitute the entire beneficial ownership interest in REMIC
        II.

       

      (c) The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        II Regular Interests (which are uncertificated) for the benefit of the Holders
        of the REMIC III Regular Interests and the Class R Certificates (in respect
        of
        the Class R-III Interest). The Trustee acknowledges receipt of the REMIC
        II
        Regular Interests and declares that it holds and shall hold the same in trust
        for the exclusive use and benefit of the Holders of the REMIC III Regular
        Interests and the Class R Certificates (in respect of the Class R-III Interest).
        The interests evidenced by the Class R-III Interest, together with the REMIC
        III
        Regular Interests, constitute the entire beneficial ownership interest in
        REMIC
        III.

       

      (d) The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        III Regular Interests (which are uncertificated) for the benefit of the Holders
        of the REMIC IV Regular Interests and the Class R Certificates (in respect
        of
        the Class R-IV Interest). The Trustee acknowledges receipt of the REMIC III
        Regular Interests and declares that it holds and shall hold the same in trust
        for the exclusive use and benefit of the Holders of the REMIC IV Regular
        Interests and the Class R Certificates (in respect of the Class R-IV Interest).
        The interests evidenced by the Class R-V Interest, together with the Regular
        Certificates (other than the Class CE Certificates and Class P Certificates),
        the Class CE Interest, Class P Interest and Class SWAP-IO Interest, constitute
        the entire beneficial ownership interest in REMIC IV.

       

      (e) The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Class
        CE Interest (which is uncertificated) for the benefit of the Holders of the
        Class CE Certificates and the Class R Certificates (in respect of the Class
        R-V
        Interest). The Trustee acknowledges receipt of the Class CE Interest and
        declares that it holds and shall hold the same in trust for the exclusive
        use
        and benefit of the Holders of the Class CE Certificates and the Class R
        Certificates (in respect of the Class R-V Interest). The interests evidenced
        by
        the Class R-V Interest, together with the Class CE Certificates, constitute
        the
        entire beneficial ownership interest in REMIC V.

       

      (f) The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Class
        P Interest (which is uncertificated) for the benefit of the Holders of the
        Class
        P Certificates and the Class R Certificates (in respect of the Class R-VI
        Interest). The Trustee acknowledges receipt of the Class P Interest and declares
        that it holds and shall hold the same in trust for the exclusive use and
        benefit
        of the Holders of the Class P Certificates and the Class R Certificates (in
        respect of the Class R-VI Interest). The interests evidenced by the Class
        R-VI
        Interest, together with the Class P Certificates, constitute the entire
        beneficial ownership interest in REMIC VI.

       

      (g) The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        Class
        SWAP-IO Interest (which is uncertificated) for the benefit of the Holders
        of
        REMIC VII Regular Interest SWAP-IO and the Class R Certificates (in respect
        of
        the Class R-VII Interest). The Trustee acknowledges receipt of the Class
        SWAP-IO
        Interest and declares that it holds and shall hold the same in trust for
        the
        exclusive use and benefit of the Holders of the REMIC VII Regular Interest
        SWAP-IO and the Class R Certificates (in respect of the Class R-VII Interest).
        The interests evidenced by the Class R-VII Interest, together with REMIC
        VII
        Regular Interest SWAP-IO, constitute the entire beneficial ownership interest
        in
        REMIC VII.

       

      SECTION
        2.08. Issuance
        of Class R Certificates and Class R-X Certificates.

       

      (a) The
        Trustee acknowledges the assignment to it of the REMIC I Regular Interests
        and,
        concurrently therewith and in exchange therefor, pursuant to the written
        request
        of the Depositor executed by an officer of the Depositor, the Trustee has
        executed, authenticated and delivered to or upon the order of the Depositor,
        the
        Class R Certificates in authorized denominations. The interests evidenced
        by the
        Class R Certificates, together with the REMIC I Regular Interests, the REMIC
        II
        Regular Interests, the REMIC III Regular Interests, the Regular Certificates
        (other than the Class CE Certificates and the Class P Certificates), the
        Class
        CE Interest, the Class P Interest and the SWAP-IO Interest constitute the
        entire
        beneficial ownership interest in REMIC I, REMIC II, REMIC III and REMIC
        IV.

       

      (b) The
        Trustee acknowledges the assignment to it of the Class CE Interest, the Class
        P
        Interest and the
        SWAP-IO
        Interest and, concurrently therewith and in exchange therefor, pursuant to
        the
        written request of the Depositor executed by an officer of the Depositor,
        the
        Trustee has executed, authenticated and delivered to or upon the order of
        the
        Depositor, the Class R-X Certificates in authorized denominations. The interests
        evidenced by the Class R-X Certificates, together with the Class CE Certificates
        and the Class P Certificates constitute the entire beneficial ownership interest
        in REMIC V, REMIC VI and REMIC VII.

       

      SECTION
        2.09 Conveyance
        of the Subsequent Mortgage Loans.

       

      (a) Subject
        to the conditions set forth in paragraph (b) below, in consideration of the
        Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the
        Depositor of all or a portion of the balance of funds in the Pre-Funding
        Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer,
        assign, set over and convey without recourse to the Trustee for the benefit
        of
        the Trust Fund but subject to the other terms and provisions of this Agreement
        all of the right, title and interest of the Depositor in and to (i) the
        Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached
        to
        the related Subsequent Transfer Instrument delivered by the Depositor on
        such
        Subsequent Transfer Date, (ii) principal due and interest accruing on the
        Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii)
        all items with respect to such Subsequent Mortgage Loans to be delivered
        pursuant to Section 2.01 and the other items in the related Mortgage Files;
        provided, however, that the Depositor reserves and retains all right, title
        and
        interest in and to principal due and interest accruing on the Subsequent
        Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer
        and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor
        of
        the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached
        to the related Subsequent Transfer Agreement shall be absolute and is intended
        by the Depositor, the Master Servicer, the Trustee and the Certificateholders
        to
        constitute and to be treated as a sale of the Subsequent Mortgage Loans by
        the
        Depositor to the Trust Fund. The related Mortgage File for each Subsequent
        Mortgage Loan shall be delivered to the Trustee or the Custodian at least
        three
        Business Days prior to the related Subsequent Transfer Date.

       

      The
        purchase price paid by the Trustee from amounts released from the Group I
        Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall
        be
        one-hundred percent (100%) of the aggregate Stated Principal Balance of the
        Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan
        Schedule provided by the Depositor). This Agreement shall constitute a
        fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii)
        of
        the Code.

       

      (b) The
        Depositor shall transfer and deliver to the Trustee for deposit in the Trust
        Fund the Subsequent Mortgage Loans and the other property and rights related
        thereto as described in paragraph (a) above, and the Trustee shall release
        funds
        from the Group I Pre-Funding Account or the Group II Pre-Funding Account,
        as
        applicable, only upon the satisfaction of each of the following conditions
        on or
        prior to the related Subsequent Transfer Date:

       

      (i) the
        Depositor shall have provided the Trustee and the NIMS Insurer with a timely
        Addition Notice;

       

      (ii) the
        Depositor shall have delivered to the Trustee and the NIMS Insurer a duly
        executed Subsequent Transfer Instrument, which shall include a Mortgage Loan
        Schedule listing the Subsequent Mortgage Loans, and the Seller shall have
        been
        directed by the Master Servicer to deliver a computer file containing such
        Mortgage Loan Schedule to the Trustee and each Rating Agency at least three
        Business Days prior to the related Subsequent Transfer Date;

       

      (iii) as
        of
        each Subsequent Transfer Date, as evidenced by delivery of the Subsequent
        Transfer Instrument, substantially in the form of Exhibit L, neither the
        Depositor nor the Seller shall be insolvent nor shall it have been rendered
        insolvent by such transfer nor shall it be aware of any pending
        insolvency;

       

      (iv) such
        sale
        and transfer shall not result in a material adverse tax consequence to the
        Trust
        Fund or the Certificateholders;

       

      (v) the
        Funding Period shall not have terminated;

       

      (vi) the
        Depositor shall not have selected the Subsequent Mortgage Loans in a manner
        that
        it believed to be adverse to the interests of the
        Certificateholders;

       

      (vii) the
        Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent
        Transfer Instrument confirming the satisfaction of the conditions precedent
        specified in this Section 2.09 and, pursuant to the Subsequent Transfer
        Instrument, assigned to the Trustee without recourse for the benefit of the
        Certificateholders all the right, title and interest of the Depositor, in,
        to
        and under the Subsequent Mortgage Loan Purchase Agreement, to the extent
        of the
        Subsequent Mortgage Loans;

       

      (viii) the
        Depositor shall have delivered to the Trustee, the Underwriters and the NIMS
        Insurer an Opinion of Counsel addressed to the Trustee, the Underwriters
        and the
        Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans
        substantially in the form of the Opinion of Counsel delivered to the Trustee
        on
        the Closing Date regarding the true sale of the Mortgage Loans; and

       

      (ix) the
        Depositor shall have delivered to the Trustee the consent of the NIMS Insurer
        to
        the transfer of such Subsequent Mortgage Loans.

       

      (c) The
        obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any
        Subsequent Transfer Date is subject to the satisfaction of the conditions
        set
        forth in paragraph (d) below and the accuracy of the following representations
        and warranties with respect to such Subsequent Mortgage Loan determined as
        of
        the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may
        not be
        30 or more days delinquent as of the related Subsequent Cut-off Date; (ii)
        the
        remaining term to stated maturity of the Subsequent Mortgage Loan shall not
        be
        less than 113 months and shall not exceed 360 months from its first payment
        date; (iii) the Subsequent Mortgage Loan may not provide for negative
        amortization; (iv) the Subsequent Mortgage Loan shall not have a Loan-to-Value
        Ratio greater than 100.00%; (v) the Subsequent Mortgage Loans shall have,
        as of
        the Subsequent Cut-off Date, a weighted average term since origination not
        in
        excess of 5 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage
        Rate
        less than 6.000% or greater than 13.500%; (vii) the Subsequent Mortgage Loan
        shall have been serviced by the Master Servicer since origination or purchase
        by
        the applicable Originator in accordance with its standard servicing practices;
        (viii) the Subsequent Mortgage Loan must have a first payment date occurring
        on
        or before September 1, 2006; (ix) the Subsequent Mortgage Loan shall have
        a
        Stated Principal Balance no greater than $1,688,695 and (x) the Subsequent
        Mortgage Loan shall have been underwritten in accordance with the criteria
        set
        forth under the section “The Originators—Underwriting Standards of the
        Originators” in the Prospectus Supplement.

       

      (d) Following
        the purchase of the Subsequent Group I Mortgage Loans, the Group I Mortgage
        Loans (including the related Subsequent Group I Mortgage Loans) shall, as
        of the
        related Subsequent Cut-off Date: (i) have a weighted average original term
        to
        stated maturity of not more than 360 months from the first payment date thereon;
        (ii) have a weighted average Mortgage Rate of not less than 8.681% and not
        more
        than 8.781%; (iii) have a weighted average Loan-to-Value Ratio of not more
        than
        79.71%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess
        of
        Freddie Mac loan limits, (v) consist of Mortgage Loans with Prepayment Charges
        representing no less than approximately 55.94% of the Group I Mortgage Loans,
        (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group I,
        have a
        weighted average Gross Margin of not less than 5.907%, (vii) have a weighted
        average FICO score of not less than 599, (viii) will have no more than 18.54%
        of
        the Group I Mortgage Loans with a FICO score of less than 540, in each case,
        measured by aggregate Stated Principal Balance of the Group I Mortgage Loans
        as
        of the Cut-off Date or Subsequent Cut-off Date, as applicable.

       

      Following
        the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage
        Loans (including the related Subsequent Group II Mortgage Loans) shall, as
        of
        the related Subsequent Cut-off Date: (i) have a weighted average original
        term
        to stated maturity of not more than 360 months from the first payment date
        thereon; (ii) have a weighted average Mortgage Rate of not less than 8.388%
        and
        not more than 8.488%; (iii) have a weighted average Loan-to-Value Ratio of
        not
        more than 82.38%; (iv) have no Mortgage Loan with a Stated Principal Balance
        in
        excess of $1,688,695; (v) consist of Mortgage Loans with Prepayment Charges
        representing no less than approximately 64.79% of the Group II Mortgage Loans;
        (vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II,
        have a
        weighted average Gross Margin of not less than 5.967%, (vii) have a weighted
        average FICO score of not less than 632, (viii) will have no more than 6.46%
        of
        the Group II Mortgage Loans with a FICO score of less than 540, in each case,
        measured by aggregate Stated Principal Balance of the Group II Mortgage Loans
        as
        of the related Cut-off Date or Subsequent Cut-off Date, as
        applicable.

       

      (e) Notwithstanding
        the foregoing, any Subsequent Mortgage Loan may be rejected by the NIMS Insurer
        or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan
        would
        adversely affect the ratings of any class of Certificates or the Notes issued
        pursuant to the Indenture (without regard to any policy issued by the NIMs
        Insurer). At least one Business Day prior to the related Subsequent Transfer
        Date, the Depositor shall obtain confirmation from each Rating Agency which
        Subsequent Mortgage Loans, if any, shall not be included in the transfer
        on the
        related Subsequent Transfer Date and deliver such confirmation to the Trustee
        and the Master Servicer; provided, however, that the Master Servicer shall
        have
        delivered to each Rating Agency at least three Business Days prior to such
        Subsequent Transfer Date a computer file reasonably acceptable to each Rating
        Agency describing the characteristics specified in paragraphs (c) and (d)
        above.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        III

       

      ADMINISTRATION
        AND SERVICING


      OF
        THE
        MORTGAGE LOANS

       

      SECTION
        3.01. Master
        Servicer to Act as Master Servicer.

       

      The
        Master Servicer shall service and administer the Mortgage Loans on behalf
        of the
        Trustee and in the best interests of and for the benefit of the
        Certificateholders (as determined by the Master Servicer in its reasonable
        judgment) in accordance with (i) the terms of the respective Mortgage Loans
        and
        any insurance policies related thereto, (ii) all Applicable Regulations,
        (iii)
        the terms of this Agreement, (iv) the Loss Mitigation Action Plan, if
        applicable, and (v) to the extent consistent with the preceding requirements,
        in
        the same manner in which it services and administers similar mortgage loans
        for
        its own portfolio, giving due consideration to customary and usual standards
        of
        practice of prudent mortgage lenders and loan servicers administering similar
        mortgage loans but without regard to:

       

      (i) any
        relationship that the Master Servicer, any Sub-Servicer or any Affiliate
        of the
        Master Servicer or any Sub-Servicer may have with the related
        Mortgagor;

       

      (ii) the
        ownership of any Certificate by the Master Servicer or any Affiliate of the
        Master Servicer;

       

      (iii) the
        Master Servicer’s obligation to make Advances or Servicing Advances;
        or

       

      (iv) the
        Master Servicer’s or any Sub-Servicer’s right to receive compensation for its
        services hereunder or with respect to any particular transaction (the “Servicing
        Standard”).

       

      Subject
        only to the above-described servicing standards and the terms of this Agreement
        and of the respective Mortgage Loans, the Master Servicer shall have full
        power
        and authority, acting alone or through Sub-Servicers as provided in Section
        6.06, to do or cause to be done any and all things in connection with such
        servicing and administration which it may deem necessary or desirable. Without
        limiting the generality of the foregoing, the Master Servicer in its own
        name or
        in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee,
        in accordance with the servicing standards set forth above, (i) to execute
        and
        deliver, on behalf of the Certificateholders and the Trustee, any and all
        instruments of satisfaction or cancellation, or of partial or full release
        or
        discharge, or of forbearance, or of modification and all other comparable
        instruments, with respect to the Mortgage Loans and the Mortgaged Properties,
        (ii) to institute foreclosure proceedings or obtain a deed-in-lieu of
        foreclosure to convert the ownership of such properties, and to hold or cause
        to
        be held title to such properties, in the name of the Trust Fund, on behalf
        of
        the Trustee and the Certificateholders, (iii) to market, sell and transfer
        title
        of REO Properties held in the name of the Trust Fund to third party purchasers
        upon terms and conditions the Master Servicer deems reasonable under the
        Servicing Standard, (iv) to bring or respond to civil actions or complaints
        (in
        its own name or that of the Trust Fund or the Trustee on behalf of the Trust
        Fund) related to any Mortgage Loan, Mortgaged Property or REO Property held
        by
        the Trust Fund and (v) to execute any other document necessary or appropriate
        to
        enable the Master Servicer to carry out its servicing and administrative
        duties
        hereunder consistent with the Servicing Standard.

       

      At
        the
        written request of the Master Servicer, the Trustee shall execute and furnish
        to
        the Master Servicer such documents as are necessary or appropriate to enable
        the
        Master Servicer to carry out its servicing and administrative duties hereunder.
        By execution of this Agreement, the Trustee, on behalf of the Trust Fund,
        hereby
        grants to the Master Servicer a power of attorney to execute any and all
        documents necessary to carry out any and all servicing duties described in
        this
        Agreement (including the taking of and transferring title of REO Properties
        to
        third parties held in the name of the Trustee for the benefit of the Trust)
        and
        expressly confirms that this paragraph along with the face page and a copy
        of
        the signature page (duly executed) to this Agreement shall constitute the
        power
        of attorney for evidentiary and/or recording purposes. The Trustee shall
        not be
        liable for the actions of the Master Servicer or any Sub-Servicers under
        such
        powers of attorney.

       

      Subject
        to Section 3.04(d) hereof, in accordance with the Servicing Standard, the
        Master
        Servicer shall advance or cause to be advanced funds as necessary for the
        purpose of effecting the timely payment of taxes on the Mortgaged Properties,
        which advances shall be Servicing Advances reimbursable in the first instance
        from related collections from the Mortgagors pursuant to Section 3.04(d),
        and
        further as provided in Section 3.05(a). Any cost incurred by the Master Servicer
        or by Sub-Servicers in effecting the timely payment of taxes on a Mortgaged
        Property shall not, for the purpose of calculating distributions to
        Certificateholders, be added to the unpaid Stated Principal Balance of the
        related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
        so
        permit.

       

      Consistent
        with the terms of this Agreement, the Master Servicer may waive, modify or
        vary
        any term of any Mortgage Loan or consent to the postponement of strict
        compliance with any such term or in any manner grant indulgence to any Mortgagor
        if such waiver, modification, postponement or indulgence is in conformity
        with
        the Servicing Standard; provided, however, that:

       

      (A) the
        Master Servicer shall not make future advances (except as provided in Section
        4.03);

       

      (B) the
        Master Servicer shall not permit any modification with respect to any Mortgage
        Loan that would change the Mortgage Rate, defer or forgive the payment of
        any
        principal or interest payments, reduce the outstanding Stated Principal Balance
        (except for reductions resulting from actual payments of principal) or extend
        the final maturity date on such Mortgage Loan (unless as provided in Section
        3.02, (i) the Mortgagor is in default with respect to the Mortgage Loan or
        (ii)
        such default is, in the judgment of the Master Servicer, reasonably
        foreseeable); and

       

      (C) the
        Master Servicer shall not consent to (i) partial releases of Mortgages, (ii)
        alterations, (iii) removal, demolition or division of properties subject
        to
        Mortgages, (iv) modification or (v) second mortgage subordination agreements
        with respect to any Mortgage Loan that would: (i) affect adversely the status
        of
        any Trust REMIC as a REMIC, (ii) cause any Trust REMIC to be subject to a
        tax on
“prohibited transactions” or “contributions” pursuant to the REMIC Provisions,
        or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan
        under
        Section 1001 of the Code (or Treasury regulations promulgated thereunder)
        and
        (y) cause any Trust REMIC constituting part of the Trust Fund to fail to
        qualify
        as a REMIC under the Code or the imposition of any tax on “prohibited
        transactions” or “contributions” after the Startup Day under the REMIC
        Provisions.

       

      To
        the
        extent consistent with the terms of this Agreement, including Section 2.03
        and
        Section 2.05, the Master Servicer may waive (or permit a Sub-Servicer to
        waive)
        a Prepayment Charge only under the following circumstances: (i) such waiver
        is
        standard and customary in servicing similar Mortgage Loans and (ii) such
        waiver
        relates to a default or a reasonably foreseeable default and would, in the
        reasonable judgment of the Master Servicer, maximize recovery of total proceeds
        taking into account the value of such Prepayment Charge and the related Mortgage
        Loan.

       

      The
        Master Servicer may delegate its responsibilities under this Agreement;
        provided, however, that no such delegation shall release the Master Servicer
        from the responsibilities or liabilities arising under this Agreement. All
        references to Master Servicer in this Agreement shall be deemed to include
        any
        Sub-Servicer duly appointed by the Master Servicer pursuant to this
        Agreement.

       

      SECTION
        3.02. Collection
        of Certain Mortgage Loan Payments.

       

      The
        Master Servicer shall make reasonable efforts to collect all payments called
        for
        under the terms and provisions of the Mortgage Loans, and shall, to the extent
        such procedures shall be consistent with this Agreement and the terms and
        provisions of any applicable insurance policies, follow such collection
        procedures as it would follow with respect to mortgage loans comparable to
        the
        Mortgage Loans and held for its own account. Consistent with the foregoing,
        the
        Master Servicer may in its discretion (i) waive any late payment charge or,
        if
        applicable, penalty interest, (ii) waive any provision of any Mortgage Loan
        requiring the related Mortgagor to submit to mandatory arbitration with respect
        to disputes arising thereunder or (iii) extend the due dates for the Monthly
        Payments due on a Mortgage Note for a period of not greater than 180 days;
        provided that any extension pursuant to clause (iii) above shall not affect
        the
        amortization schedule of any Mortgage Loan for purposes of any computation
        hereunder. The NIMS Insurer’s prior written consent shall be required for any
        modification, waiver or amendment if the aggregate number of outstanding
        Mortgage Loans which have been modified, waived or amended exceeds 5% of
        the
        number of Mortgage Loans as of the Cut-off Date. In the event of any such
        arrangement pursuant to clause (iii) above, the Master Servicer shall make
        timely advances on such Mortgage Loan during such extension pursuant to Section
        4.03 and in accordance with the amortization schedule of such Mortgage Loan
        without modification thereof by reason of such arrangements.

       

      Notwithstanding
        the foregoing, in the event that any Mortgage Loan is in default or, in the
        judgment of the Master Servicer, such default is reasonably foreseeable,
        the
        Master Servicer, consistent with the Servicing Standard, may also waive,
        modify
        or vary any term of such Mortgage Loan (including modifications that would
        change the Mortgage Rate, forgive the payment of principal or interest or
        extend
        the final maturity date of such Mortgage Loan), accept payment from the related
        Mortgagor of an amount less than the Stated Principal Balance in final
        satisfaction of such Mortgage Loan, or consent to the postponement of strict
        compliance with any such term or otherwise grant indulgence to any Mortgagor
        (any and all such waivers, modifications, variances, forgiveness of principal
        or
        interest, postponements, or indulgences collectively referred to herein as
        “forbearance”), provided, however, that in determining which course of action
        permitted by this sentence it shall pursue, the Master Servicer shall adhere
        to
        the Loss Mitigation Action Plan. The Master Servicer’s analysis supporting any
        forbearance and the conclusion that any forbearance meets the standards of
        Section 3.01 and the Loss Mitigation Action Plan shall be reflected in writing
        in the Mortgage File.

       

      In
        the
        event that a shortfall in any collection on or liability with respect to
        any
        Mortgage Loan results from or is attributable to adjustments to Mortgage
        Rates,
        Monthly Payments or Stated Principal Balances that were made by the Master
        Servicer in a manner not consistent with the terms of the related Mortgage
        Note
        and this Agreement, the Master Servicer, upon discovery or receipt of notice
        thereof, immediately shall deliver to the Trustee for deposit in the
        Distribution Account from its own funds the amount of any such shortfall
        and
        shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor
        and
        any successor master servicer in respect of any such liability. Such indemnities
        shall survive the termination or discharge of this Agreement.

       

      SECTION
        3.03. [Reserved].

       

      SECTION
        3.04. Collection
        Account, Escrow Account and Distribution Account.

       

      (a) Collection
        Account.
        On
        behalf of the Trust Fund, the Master Servicer shall segregate and hold all
        funds
        collected and received pursuant to each Mortgage Loan separate and apart
        from
        any of its own funds and general assets and shall establish and maintain
        in the
        name of the Trustee one or more accounts (such account or accounts, the
“Collection Account”) in accordance with this Section 3.04, held in trust for
        the benefit of the Trustee and the Certificateholders.

       

      (b) Deposits
        to the Collection Account.
        On
        behalf of the Trust Fund, the Master Servicer shall deposit or cause to be
        deposited in the clearing account (which account must be an Eligible Account)
        in
        which it customarily deposits payments and collections on mortgage loans
        in
        connection with its mortgage loan servicing activities on a daily basis,
        and in
        no event more than one (1) Business Day after the Master Servicer’s receipt
        thereof, and shall thereafter deposit in the Collection Account, in no event
        more than two (2) Business Days after the deposit of such funds into the
        clearing account, as and when received or as otherwise required hereunder,
        and
        retain therein, the following payments and collections received or made by
        it
        subsequent to the Cut-off Date with respect to the Mortgage Loans, or payments
        (other than Principal Prepayments) received by it on or prior to the Cut-off
        Date but allocable to a Due Period subsequent thereto:

       

      (i) all
        payments on account of principal, including Principal Prepayments, on the
        Mortgage Loans and REO Properties;

       

      (ii) all
        payments on account of interest on the Mortgage Loans and REO Properties
        adjusted to the Net Mortgage Rate;

       

      (iii) all
        Insurance Proceeds and Liquidation Proceeds (other than proceeds to be held
        in
        the Escrow Account and applied to the restoration or repair of the Mortgaged
        Property or released to the Mortgagor in accordance with the Servicing
        Standard), Subsequent Recoveries and any amounts received in respect of the
        rental of any REO Property prior to REO Disposition;

       

      (iv) all
        proceeds related to the purchase, substitution or repurchase of any Mortgage
        Loan or REO Property in accordance with Section 2.03;

       

      (v) any
        amounts required to be deposited by the Master Servicer pursuant to Section
        3.09
        in connection with the deductible clause in any blanket hazard insurance
        policy,
        such deposit being made from the Master Servicer’s own funds, without
        reimbursement therefor;

       

      (vi) any
        amounts required to be deposited by the Master Servicer pursuant to Section
        3.06
        in connection with any losses realized on Permitted Investments with respect
        to
        funds held in the Collection Account;

       

      (vii) all
        amounts required to be deposited in connection with shortfalls in principal
        amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03 (for
        purposes of this clause (vii), the Cut-off Date with respect to any Qualified
        Substitute Mortgage Loan shall be deemed to be the date of
        substitution);

       

      (viii) any
        amounts required to be deposited by the Master Servicer pursuant to Section
        4.03(b); 

       

      (ix) all
        Prepayment Charges collected by the Master Servicer, all Prepayment Charges
        payable by the Master Servicer pursuant to Section 2.03(b)(ii)(A) and all
        Master
        Servicer Prepayment Charge Payment Amounts payable by the Master Servicer
        pursuant to Section 2.03(b)(ii)(B) as limited by Section 2.03(b)(iii) ;
        and

       

      (x) without
        duplication, all payments of claims under the PMI Policy.

       

      The
        foregoing requirements for deposit to the Collection Account shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of late payment charges, assumption fees,
        insufficient funds charges, modification fees and other ancillary fees (but
        not
        Prepayment Charges) need not be deposited by the Master Servicer in the
        Collection Account and shall upon collection, belong to the Master Servicer
        as
        additional compensation for its servicing activities. In the event the Master
        Servicer shall deposit in the Collection Account any amount not required
        to be
        deposited therein, it may at any time withdraw such amount from the Collection
        Account, any provision herein to the contrary notwithstanding.

       

      (c) Escrow
        Account.
        The
        Master Servicer shall segregate and hold all funds collected and received
        pursuant to each Mortgage Loan which constitute Escrow Payments separate
        and
        apart from any of its own funds and general assets and shall establish and
        maintain in the name of the Trustee one or more accounts (such account or
        accounts, the “Escrow Account”) held in trust for the benefit of the
        Certificateholders and the Trustee.

       

      (d) Deposits
        to the Escrow Account.
        The
        Master Servicer shall deposit or cause to be deposited in the clearing account
        (which account must be an Eligible Account) in which it customarily deposits
        payments and collections on mortgage loans in connection with its mortgage
        loan
        servicing activities on a daily basis, and in no event more than one (1)
        Business Day after the Master Servicer’s receipt thereof, and shall thereafter
        deposit in the Escrow Account, in no event more than two (2) Business Days
        after
        the deposit of such funds into the clearing account, as and when received
        or as
        otherwise required hereunder, and retain therein:

       

      (i) all
        Escrow Payments collected on account of the Mortgage Loans, for the purpose
        of
        effecting timely payment of any such items as required under the terms of
        this
        Agreement; and

       

      (ii) all
        Insurance Proceeds which are to be applied to the restoration or repair of
        any
        Mortgaged Property.

       

      (e) Distribution
        Account.
        On
        behalf of the Trust Fund, the Trustee shall segregate and hold all funds
        collected and received pursuant to this Agreement separate and apart from
        any of
        its own funds and general assets and shall establish and maintain in the
        name of
        the Trust Fund one or more segregated accounts (such account or accounts,
        the
“Distribution Account”), held in trust for the benefit of the
        Certificateholders.

       

      (f) Trustee
        Deposits to the Distribution Account.
        Upon
        receipt, the Trustee shall deposit or cause to be deposited into the
        Distribution Account all payments of any nature received from the Master
        Servicer in accordance with this Agreement. The Trustee shall deposit in
        the
        Distribution Account any amounts required to be deposited pursuant to Section
        3.06 in connection with losses realized on Permitted Investments with respect
        to
        funds held in the Distribution Account. Furthermore, promptly upon receipt
        of
        any Stayed Funds, whether from the Master Servicer, a trustee in bankruptcy,
        or
        federal bankruptcy court or other source, the Trustee shall deposit such
        funds
        in the Distribution Account, subject to withdrawal thereof pursuant to Section
        7.02(b) or as otherwise permitted hereunder.

       

      (g) Master
        Servicer Transfer of Funds to the Distribution Account.
        On
        behalf of the Trust Fund, the Master Servicer shall deliver to the Trustee in
        immediately available funds for deposit in the Distribution Account by 3:00
        p.m.
        (New York time) on the Master Servicer Remittance Date, (i) that portion
        of
        Available Funds (calculated without regard to the references in clause (2)
        of
        the definition thereof to amounts that may be withdrawn from the Distribution
        Account) for the related Distribution Date then on deposit in the Collection
        Account, (ii) without duplication, the amount of all Prepayment Charges
        collected by the Master Servicer, all Prepayment Charges payable by the Master
        Servicer pursuant to Section 2.03(b)(ii)(A) and all Master Servicer Prepayment
        Charge Payment Amounts payable by the Master Servicer pursuant to Section
        2.03(b)(ii)(B), subject to Section 2.03(b)(iii) (in each case to the extent
        not
        related to Principal Prepayments occurring after the related Prepayment Period)
        and (iii) any amounts reimbursable to an Advancing Person pursuant to Section
        3.23 and the terms of the related Advance Facility.

       

      In
        addition, the Master Servicer shall deliver to the Trustee from time to time
        as
        required by this Agreement, for deposit and the Trustee shall so deposit,
        in the
        Distribution Account:

       

      (i) any
        Advances, as required pursuant to Section 4.03;

       

      (ii) any
        amounts required to be deposited pursuant to Section 3.13 in connection with
        any
        REO Property;

       

      (iii) any
        amounts to be paid in connection with a purchase of Mortgage Loans and REO
        Properties pursuant to Section 3.16 and Section 9.01;

       

      (iv) any
        Compensating Interest as required pursuant to Section 4.03(e);

       

      (v) any
        Stayed Funds, as soon as permitted by the federal bankruptcy court having
        jurisdiction in such matters;

       

      (vi) any
        amounts required to be paid by the Master Servicer pursuant to Section 3.06
        in
        connection with any losses realized on Permitted Investments with respect
        to
        funds held in the Collection Account; and

       

      (vii) any
        amounts required to be paid to the Trustee from the assets of the Trust Fund
        on
        deposit in the Collection Account pursuant to this Agreement, including but
        not
        limited to amounts required to be paid to the Trustee pursuant to Section
        7.02
        and Section 8.05.

       

      Funds
        held in the Collection Account pursuant to Section 3.04(b) may at any time
        be
        delivered by the Master Servicer to the Trustee for deposit into the
        Distribution Account and for all purposes of this Agreement shall be deemed
        to
        be a part of the Collection Account until the Business Day prior to the
        Distribution Date; provided, however, that the Trustee shall have the sole
        authority to withdraw any funds held pursuant to this paragraph. In the event
        the Master Servicer shall deliver to the Trustee for deposit in the Distribution
        Account any amount not required to be deposited therein, it may at any time
        request that the Trustee withdraw such amount from the Distribution Account
        and
        remit to it any such amount, any provision herein to the contrary
        notwithstanding.

       

      (h) Investment
        of Account Funds.
        Funds
        on deposit in the Collection Account, the Distribution Account, any REO Account
        and any Escrow Account may be invested in Permitted Investments in accordance
        with the provisions set forth in Section 3.06. Any investment earnings or
        interest paid on funds deposited in the Collection Account, any REO Account
        and
        any Escrow Account (subject to Section 3.05(b)) shall accrue to the benefit
        of
        the Master Servicer and the Master Servicer shall be entitled to retain and
        withdraw such interest from each such account on a daily basis. Any investment
        earnings or interest paid on funds deposited in the Distribution Account,
        shall
        accrue to the benefit of the Trustee and the Trustee shall be entitled to
        retain
        and withdraw such interest from each such account on a daily basis.

       

      Funds
        on
        deposit in the Pre-Funding Accounts, the Interest Coverage Accounts and the
        Net
        WAC Rate Carryover Reserve Account may be invested in Permitted Investments
        in
        accordance with Section 3.06, subject to any limitations set forth in Section
        4.07 (with respect to the Pre-Funding Accounts), Section 4.08 (with respect
        to
        the Interest Coverage Accounts) and Section 4.12 (with respect to the Net
        WAC
        Rate Carryover Reserve Account) and any investment earnings or interest paid
        shall accrue to the benefit of the party designated in such
        section.

       

      (i) Creation,
        Location and Subsequent Transfers of Accounts.
        Each
        account created pursuant to this Agreement must be an Eligible Account. On
        or
        prior to the Closing Date, the Master Servicer and the Trustee shall give
        notice, to each other, the NIMS Insurer and the Depositor of the location
        of any
        account created by it pursuant to this Agreement. From time to time, the
        Master
        Servicer and the Trustee may each transfer any account created by it to a
        different depository institution provided, that upon such transfer written
        notice is provided to all other parties listed in the preceding
        sentence.

       

      (j) In
        order
        to comply with laws, rules and regulations applicable to banking institutions,
        including those relating to the funding of terrorist activities and money
        laundering, the Trustee is required to obtain, verify and record certain
        information relating to individuals and entities which maintain a business
        relationship with the Trustee. Accordingly, each of the parties agrees to
        provide to the Trustee upon its request from time to time such party’s complete
        name, address, tax identification number and such other identifying information
        together with copies of such party’s constituting documentation, securities
        disclosure documentation or such other identifying documentation as may be
        available for such party.

       

      SECTION
        3.05. Permitted
        Withdrawals From the Collection Account, Escrow Account and Distribution
        Account.

       

      (a) Collection
        Account.
        The
        Master Servicer may, from time to time, withdraw from the Collection Account
        for
        the following purposes or as described in Section 4.03:

       

      (i) to
        remit
        to the Trustee for deposit in the Distribution Account the amounts required
        to
        be so remitted pursuant to Section 3.04(g) or permitted to be so remitted
        pursuant to the last paragraph of Section 3.04(g);

       

      (ii) subject
        to Section 3.12(c), to reimburse itself for (a) any unpaid Servicing Fees,
        (b)
        any unreimbursed Servicing Advances and (c) any unreimbursed Advances, the
        Master Servicer’s right to reimburse itself pursuant to this subclause (ii)
        being limited to any Late Collections, Liquidation Proceeds, Subsequent
        Recoveries and Insurance Proceeds received on the related Mortgage Loan and
        any
        amounts received in respect of the rental of the related REO Property prior
        to
        an REO Disposition that represent payments of principal and/or interest
        respecting which any such advance was made;

       

      (iii) to
        reimburse itself for (a) any unpaid Servicing Fees to the extent not recoverable
        under Section 3.05(a)(ii) and (b) any unpaid Advances or Servicing Advances
        that
        have been deemed Nonrecoverable Advances or Nonrecoverable Servicing
        Advances;

       

      (iv) to
        pay to
        itself any Prepayment Interest Excess;

       

      (v) to
        reimburse itself for any amounts paid pursuant to Section 3.12(b) (and not
        otherwise previously reimbursed);

       

      (vi) to
        pay to
        itself as servicing compensation any interest earned on funds in the Collection
        Account;

       

      (vii) subject
        to Section 4.03(b), to reimburse the Master Servicer in respect of any
        unreimbursed Advances to the extent of funds held in the Collection Account
        for
        future distribution that were not included in Available Funds for the preceding
        Distribution Date;

       

      (viii) to
        reimburse the Master Servicer or the Depositor for expenses incurred by or
        reimbursable to the Master Servicer or the Depositor, as the case may be,
        pursuant to Section 6.03;

       

      (ix) to
        remit
        to the Trustee any amounts that the Trustee is permitted to be paid or
        reimbursed from the assets of the Trust Fund pursuant to the terms of this
        Agreement, including the terms of Section 7.02(a) and Section 8.05 of this
        Agreement;

       

      (x) to
        reimburse the NIMS Insurer, the Master Servicer (if the Master Servicer is
        not
        an Affiliate of the Seller) or the Trustee, as the case may be, for enforcement
        expenses reasonably incurred in respect of the breach or defect giving rise
        to
        the purchase obligation under Section 2.03 of this Agreement that were included
        in the Purchase Price of the Mortgage Loan, including any expenses arising
        out
        of the enforcement of the purchase obligation;

       

      (xi) to
        pay to
        the Master Servicer, the Depositor or the Seller, as the case may be, with
        respect to each Mortgage Loan that has previously been purchased or replaced
        pursuant to Section 2.03 or Section 3.16(a) all amounts received thereon
        subsequent to the date of purchase or substitution, as the case may
        be;

       

      (xii) to
        transfer funds in the Collection Account maintained at a particular depository
        to the Collection Account maintained at a different depository, pursuant
        to
        Section 3.04(i); and

       

      (xiii) to
        clear
        and terminate the Collection Account upon the termination of this
        Agreement.

       

      On
        each
        Business Day as of the commencement of which the balance on deposit in the
        Collection Account exceeds $75,000 following any withdrawals pursuant to
        the
        next succeeding sentence, the amount of such excess shall be remitted to
        the
        Trustee, but only if the Collection Account constitutes an Eligible Account
        solely pursuant to clause (ii) of the definition of “Eligible Account.” If the
        balance on deposit in the Collection Account exceeds $75,000 as of the
        commencement of business on any Business Day and the Collection Account
        constitutes an Eligible Account solely pursuant to clause (ii) of the definition
        of “Eligible Account,” the Master Servicer shall, on or before 3:00 p.m. New
        York time on such Business Day, withdraw from the Collection Account any
        and all
        amounts payable or reimbursable to the Depositor, the Master Servicer, the
        Trustee or any Sub-Servicer pursuant to Section 3.05 and shall pay such amounts
        to the Persons entitled thereto.

       

      The
        foregoing requirements for withdrawal from the Collection Account shall be
        exclusive. In the event the Master Servicer shall deposit in the Collection
        Account any amount not required to be deposited therein, it may at any time
        withdraw such amount from the Collection Account, any provision herein to
        the
        contrary notwithstanding.

       

      The
        Master Servicer shall keep and maintain separate accounting, on a Mortgage
        Loan
        by Mortgage Loan basis, for the purpose of justifying any withdrawal from
        the
        Collection Account, to the extent held by or on behalf of it, pursuant to
        subclauses (ii), (iii), (iv), (v), (vi), (vii), (viii) and (xi) above. The
        Master Servicer shall provide written notification to the Trustee and the
        NIMS
        Insurer on or prior to the next succeeding Master Servicer Reporting Date,
        upon
        making any withdrawals from the Collection Account pursuant to subclause
        (viii)
        above.

       

      (b) Escrow
        Account.
        The
        Master Servicer may, from time to time, withdraw from the Escrow Account
        for the
        following purposes:

       

      (i) to
        effect
        payments of ground rents, taxes, hazard insurance premiums and comparable
        items;

       

      (ii) to
        reimburse the Master Servicer for any Servicing Advance made by the Master
        Servicer with respect to a related Mortgage Loan but only from amounts received
        on the related Mortgage Loan which represent late payments or Late Collections
        of Escrow Payments thereunder;

       

      (iii) to
        refund
        to the Mortgagor any funds as may be determined to be overages;

       

      (iv) for
        transfer to the Collection Account in accordance with the terms of this
        Agreement;

       

      (v) for
        application to restoration or repair of the Mortgaged Property;

       

      (vi) to
        pay to
        the Master Servicer, or to the Mortgagor to the extent required by the related
        Mortgage Loan or Applicable Regulations, any interest paid on the funds
        deposited in the Escrow Account;

       

      (vii) to
        clear
        and terminate the Escrow Account on the termination of this Agreement;
        and

       

      (viii) to
        transfer to the Collection Account any Insurance Proceeds.

       

      In
        the
        event the Master Servicer shall deposit in an Escrow Account any amount not
        required to be deposited therein, it may at any time withdraw such amount
        from
        such Escrow Account, any provision herein to the contrary notwithstanding.
        As
        part of its servicing duties, the Master Servicer shall pay to the Mortgagor
        interest on funds in the Escrow Account, to the extent required by the related
        Mortgage Loan or Applicable Regulations, and to the extent that interest
        earned
        on funds in the Escrow Account is insufficient, shall pay such interest from
        its
        own funds, without any reimbursement therefor. The Master Servicer may pay
        to
        itself any excess interest on funds in the Escrow Account, to the extent
        such
        action is in conformity with the Servicing Standard, is permitted by law
        and
        such amounts are not required to be paid to Mortgagors or used for any of
        the
        other purposes set forth above.

       

      (c) Distribution
        Account.
        The
        Trustee shall, from time to time, make withdrawals from the Distribution
        Account, for any of the following purposes:

       

      (i) to
        make
        distributions to the Swap Account in accordance with Section 4.10;

       

      (ii) to
        make
        distributions to Certificateholders in accordance with Section
        4.01;

       

      (iii) to
        pay to
        itself amounts to which it is entitled pursuant to Section 8.05;

       

      (iv) to
        pay
        itself any interest income earned on funds deposited in the Distribution
        Account
        pursuant to Section 3.06;

       

      (v) to
        reimburse itself pursuant to Section 7.01 and Section 7.02(b);

       

      (vi) to
        pay
        any amounts in respect of taxes pursuant to Section 10.01(g)(iii);

       

      (vii) to
        reimburse the NIMS Insurer for Net Swap Payments paid by the NIMS Insurer
        to the
        Interest Rate Swap Provider pursuant to Section 4.10 (only to the extent
        the
        Trustee’s failure to make distributions in accordance with Section 3.05(c)(i) is
        not due to insufficient funds in the Distribution Account); and

       

      (viii) to
        clear
        and terminate the Distribution Account pursuant to Section 9.01.

       

      SECTION
        3.06. Investment
        of Funds in the Collection Account, the Escrow Account, the REO Account and
        the
        Distribution Account.

       

      (a) The
        Master Servicer may direct any depository institution maintaining the Collection
        Account, the Escrow Account (subject to Section 3.05(b)), and the REO Account
        and the Trustee may direct any depository institution maintaining the
        Distribution Account (for purposes of this Section 3.06, each an “Investment
        Account”), to invest the funds in such Investment 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 is
        the
        obligor thereon, and (ii) no later than the date on which such funds are
        required to be withdrawn from such Investment Account pursuant to this
        Agreement, if the Trustee is the obligor thereon. All such Permitted Investments
        shall be held to maturity, unless payable on demand. Any investment of funds
        in
        an Investment Account shall be made in the name of the Trustee (in its capacity
        as such) or in the name of a nominee of the Trustee. The Trustee shall be
        entitled to sole possession (except with respect to investment direction
        of
        funds held in the Collection Account, the Escrow Account, and the REO Account)
        over each such investment and (except with respect to the income on funds
        held
        in the Collection Account, the Escrow Account and the REO Account) the income
        thereon, and any certificate or other instrument evidencing any such investment
        shall be delivered directly to the Trustee or its agent, together with any
        document of transfer necessary to transfer title to such investment to the
        Trustee or its nominee. In the event amounts on deposit in an Investment
        Account
        are at any time invested in a Permitted Investment payable on demand, the
        Trustee shall:

       

      (i) consistent
        with any notice required to be given thereunder, demand that payment thereon
        be
        made on the last day such Permitted Investment may otherwise mature hereunder
        in
        an amount equal to the lesser of (1) all amounts then payable thereunder
        and (2)
        the amount required to be withdrawn on such date; and

       

      (ii) demand
        payment of all amounts due thereunder promptly upon determination by a
        Responsible Officer of the Trustee that such Permitted Investment would not
        constitute a Permitted Investment in respect of funds thereafter on deposit
        in
        the Investment Account.

       

      (b) All
        income in the nature of interest from the investment of funds in the Collection
        Account, the Escrow Account (subject to Section 3.05(b)) and the REO Account
        shall be for the benefit of the Master Servicer as compensation for the Master
        Servicer’s services pursuant to this Agreement. The Master Servicer shall
        deposit in the Collection Account, the Escrow Account, and the REO Account
        , as
        applicable, from its own funds the amount of any loss incurred in respect
        of any
        such Permitted Investment made with funds in such account immediately upon
        realization of such loss.

       

      (c) All
        income in the nature of interest or earnings from the investment of funds
        in the
        Distribution Account shall be for the benefit of the Trustee as compensation
        for
        the Trustee’s services pursuant to this Agreement. The Trustee shall deposit in
        the Distribution Account from its own funds the amount of any loss incurred
        on
        Permitted Investments in the Distribution Account.

       

      (d) Funds
        on
        deposit in the Net WAC Rate Carryover Reserve Account may be invested in
        Permitted Investments in accordance with Section 4.11 and any investment
        earnings or interest paid shall accrue to the benefit of the party designated
        in
        such section and the party so designated shall deposit in the related account
        from its own funds the amount of any loss incurred on Permitted Investments
        in
        such account.

       

      (e) Except
        as
        otherwise expressly provided in this Agreement, if any default occurs in
        the
        making of a payment due under any Permitted Investment, or if a default occurs
        in any other performance required under any Permitted Investment, the Trustee
        may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request
        of the
        NIMS Insurer or the Holders of Certificates representing more than 50% of
        the
        Voting Rights allocated to any Class of Certificates, shall take such action
        as
        may be appropriate to enforce such payment or performance, including the
        institution and prosecution of appropriate proceedings.

       

      (f) The
        Trustee or its Affiliates are permitted to receive compensation that could
        be
        deemed to be in the Trustee’s economic self-interest for (i) serving as
        investment adviser, administrator, shareholder, servicing agent, custodian
        or
        sub-custodian with respect to certain of the Permitted Investments, (ii)
        using
        Affiliates to effect transactions in certain Permitted Investments and (iii)
        effecting transactions in certain Permitted Investments. Such compensation
        shall
        not be considered an amount that is reimbursable or payable pursuant to Section
        3.05.

       

      SECTION
        3.07. Payment
        of Taxes, Insurance and Other Charges.

       

      With
        respect to each Mortgage Loan, the Master Servicer shall maintain accurate
        records reflecting the status of ground rents, taxes and other charges which
        are
        or may become a lien upon the Mortgaged Property and the status of fire and
        hazard insurance coverage and, as to those Mortgage Loans subject to a voluntary
        escrow agreement, shall obtain, from time to time, all bills for the payment
        of
        such charges (including renewal premiums) and shall effect payment thereof
        prior
        to the applicable penalty or termination date and at a time appropriate for
        securing maximum discounts allowable, employing for such purpose deposits
        of the
        Mortgagor in the Escrow Account which shall have been estimated and accumulated
        by the Master Servicer in amounts sufficient for such purposes, as allowed
        under
        the terms of the Mortgage or Applicable Regulations. The Master Servicer
        assumes
        full responsibility for the timely payment of all such bills and shall effect
        timely payments of all such bills irrespective of the Mortgagor’s faithful
        performance in the payment of same or the making of the Escrow Payments and
        shall make Servicing Advances from its own funds to effect such payments.
        To the
        extent that the Mortgage does not provide for Escrow Payments, the Master
        Servicer shall use reasonable efforts consistent with the Servicing Standard
        to
        determine that any such payments are made by the Mortgagor at the time they
        first become due and shall ensure that the Mortgaged Property is not lost
        to a
        tax lien as a result of nonpayment and that such Mortgaged Property is not
        left
        uninsured.

       

      SECTION
        3.08. Maintenance
        of Hazard Insurance.

       

      The
        Master Servicer shall cause to be maintained for each Mortgage Loan fire
        insurance with extended coverage on the related Mortgaged Property in an
        amount
        which is at least equal to the least of (i) the current Stated Principal
        Balance
        of such Mortgage Loan, (ii) the amount necessary to fully compensate for
        any
        damage or loss to the improvements that are a part of such property on a
        replacement cost basis and (iii) the maximum insurable value of the improvements
        which are a part of such Mortgaged Property, in each case in an amount not
        less
        than such amount as is necessary to avoid the application of any coinsurance
        clause contained in the related hazard insurance policy. The Master Servicer
        shall also cause to be maintained fire insurance with extended coverage on
        each
        REO Property in an amount which is at least equal to the lesser of (i) the
        maximum insurable value of the improvements which are a part of such property
        and (ii) the outstanding Stated Principal Balance of the related Mortgage
        Loan,
        plus accrued interest at the Mortgage Rate and related Servicing Advances
        (each
        measured at the time it became an REO Property). The Master Servicer shall
        comply in the performance of this Agreement with all reasonable rules and
        requirements of each insurer under any such hazard policies. Any amounts
        to be
        collected by the Master Servicer under any such policies (other than amounts
        to
        be applied to the restoration or repair of the property subject to the related
        Mortgage or amounts to be released to the Mortgagor in accordance with the
        procedures that the Master Servicer would follow in servicing loans held
        for its
        own account, subject to the terms and conditions of the related Mortgage
        and
        Mortgage Note) shall be deposited in the Collection Account, subject to
        withdrawal pursuant to Section 3.05, if received in respect of a Mortgage
        Loan,
        or in the REO Account, subject to withdrawal pursuant to Section 3.13, if
        received in respect of an REO Property. Any cost incurred by the Master Servicer
        in maintaining any such insurance shall not, for the purpose of calculating
        distributions to Certificateholders, be added to the unpaid Stated Principal
        Balance of the related Mortgage Loan, notwithstanding that the terms of such
        Mortgage Loan so permit. It is understood and agreed that no earthquake or
        other
        additional insurance is to be required of any Mortgagor other than pursuant
        to
        such applicable laws and regulations as shall at any time be in force and
        as
        shall require such additional insurance. If the Mortgaged Property or REO
        Property is at any time in an area identified in the Federal Register by
        the
        Federal Emergency Management Agency as having special flood hazards, the
        Master
        Servicer shall cause to be maintained a flood insurance policy in respect
        thereof. Such flood insurance shall be in an amount equal to the lesser of
        (i)
        the unpaid Stated Principal Balance of the related Mortgage Loan; (ii) the
        maximum amount of such insurance available for the related Mortgaged Property
        under the national flood insurance program (assuming that the area in which
        such
        Mortgaged Property is located is participating in such program); and (iii)
        the
        maximum insurable value of the improvements which are part of the related
        Mortgaged Property.

       

      SECTION
        3.09. Maintenance
        of Mortgage Blanket Insurance.

       

      In
        the
        event that the Master Servicer shall obtain and maintain a blanket policy
        with
        an insurer having a General Policy Rating of “A:V” or better in Best’s Key
        Rating Guide (or such other rating that is comparable to such rating) insuring
        against hazard losses on all of the Mortgage Loans, it shall conclusively
        be
        deemed to have satisfied its obligations as set forth in the first two sentences
        of Section 3.08, it being understood and agreed that such policy may contain
        a
        deductible clause, in which case the Master Servicer shall, in the event
        that
        there shall not have been maintained on the related Mortgaged Property or
        REO
        Property a policy complying with the first two sentences of Section 3.08,
        and
        there shall have been one or more losses which would have been covered by
        such
        policy, deposit to the Collection Account from its own funds the amount not
        otherwise payable under the blanket policy because of such deductible clause.
        In
        connection with its activities as administrator and servicer of the Mortgage
        Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
        the Trustee and the Certificateholders, claims under any such blanket policy
        in
        a timely fashion in accordance with the terms of such policy.

       

      SECTION
        3.10. Fidelity
        Bond; Errors and Omissions Insurance.

       

      The
        Master Servicer shall keep in force during the term of this Agreement a policy
        or policies of insurance covering errors and omissions for failure in the
        performance of the Master Servicer’s obligations under this Agreement, which
        policy or policies shall be in such form and amount that would meet the
        requirements of Fannie Mae or Freddie Mac if it were the purchaser of the
        Mortgage Loans, unless the Master Servicer has obtained a waiver of such
        requirements from Fannie Mae or Freddie Mac. The Master Servicer shall also
        maintain a fidelity bond in the form and amount that would meet the requirements
        of Fannie Mae or Freddie Mac, unless the Master Servicer has obtained a waiver
        of such requirements from Fannie Mae or Freddie Mac. The Master Servicer
        shall
        provide the Trustee and the NIMS Insurer (upon reasonable request) with copies
        of any such insurance policies and fidelity bond. The Master Servicer shall
        be
        deemed to have complied with this provision if an Affiliate of the Master
        Servicer has such errors and omissions and fidelity bond coverage and, by
        the
        terms of such insurance policy or fidelity bond, the coverage afforded
        thereunder extends to the Master Servicer. Any such errors and omissions
        policy
        and fidelity bond shall by its terms not be cancelable without thirty days’
prior written notice to the Trustee. The Master Servicer shall also cause
        each
        Sub-Servicer to maintain a policy of insurance covering errors and omissions
        and
        a fidelity bond which would meet such requirements.

       

      SECTION
        3.11. Enforcement
        of Due-On-Sale Clauses; Assumption Agreements.

       

      The
        Master Servicer shall, to the extent it has knowledge of any conveyance or
        prospective conveyance of any Mortgaged Property by any Mortgagor (whether
        by
        absolute conveyance or by contract of sale, and whether or not the Mortgagor
        remains or is to remain liable under the Mortgage Note and/or the Mortgage),
        exercise its rights to accelerate the maturity of such Mortgage Loan under
        the
“due-on-sale” clause, if any, applicable thereto; provided, however, that the
        Master Servicer shall not exercise any such rights if prohibited by law from
        doing so. If the Master Servicer reasonably believes it is unable under
        applicable law to enforce such “due-on-sale” clause, or if any of the other
        conditions set forth in the proviso to the preceding sentence apply, the Master
        Servicer is authorized to enter into an assumption and modification agreement
        from or with the person to whom such property has been conveyed or is proposed
        to be conveyed, pursuant to which such person becomes liable under the Mortgage
        Note and, to the extent permitted by applicable state law, the Mortgagor
        remains
        liable thereon. The Master Servicer is also authorized to enter into a
        substitution of liability agreement with such person, pursuant to which the
        original Mortgagor is released from liability and such person is substituted
        as
        the Mortgagor and becomes liable under the Mortgage Note, provided that no
        such
        substitution shall be effective unless such person satisfies the underwriting
        criteria of the Master Servicer. In connection with any assumption or
        substitution, the Master Servicer shall apply such underwriting standards
        and
        follow such practices and procedures as shall be normal and usual in its
        general
        mortgage servicing activities and as it applies to other mortgage loans owned
        solely by it. The Master Servicer shall not take or enter into any assumption
        and modification agreement, however, unless (to the extent practicable in
        the
        circumstances) it shall have received confirmation, in writing, of the continued
        effectiveness of any applicable hazard insurance policy, or a new policy
        meeting
        the requirements of this Section is obtained. Any fee collected by the Master
        Servicer in respect of an assumption or substitution of liability agreement
        shall be retained by the Master Servicer as additional servicing compensation.
        In connection with any such assumption, no material term of the Mortgage
        Note
        (including but not limited to the related Mortgage Rate and the amount of
        the
        Monthly Payment) may be amended or modified, except as otherwise required
        pursuant to the terms thereof or otherwise permitted under Section 3.01.
        The
        Master Servicer shall notify the Trustee and any respective Custodian that
        any
        such substitution or assumption agreement has been completed by forwarding
        to
        the Trustee or to such Custodian, as the case may be, the executed original
        of
        such substitution or assumption agreement, which document shall be added
        to the
        related Mortgage File and shall, for all purposes, be considered a part of
        such
        Mortgage File to the same extent as all other documents and instruments
        constituting a part thereof.

       

      Notwithstanding
        the foregoing paragraph or any other provision of this Agreement, the Master
        Servicer shall not be deemed to be in default, breach or any other violation
        of
        its obligations hereunder by reason of any assumption of a Mortgage Loan
        by
        operation of law or by the terms of the Mortgage Note or any assumption which
        the Master Servicer may be restricted by law from preventing, for any reason
        whatever. For purposes of this Section 3.11, the term “assumption” is deemed to
        also include a sale (of the Mortgaged Property) subject to the Mortgage that
        is
        not accompanied by an assumption or substitution of liability
        agreement.

       

      SECTION
        3.12. Realization
        Upon Defaulted Mortgage Loans.

       

      (a) The
        Master Servicer shall, consistent with the Servicing Standard and the Loss
        Mitigation Action Plan, foreclose upon or otherwise comparably convert the
        ownership of properties securing such of the Mortgage Loans as come into
        and
        continue in default and as to which no satisfactory arrangements can be made
        for
        collection of delinquent payments pursuant to Section 3.02. The Master Servicer
        shall be responsible for all costs and expenses incurred by it in any such
        proceedings; provided, however, that such costs and expenses shall be
        recoverable as Servicing Advances by the Master Servicer as contemplated
        in
        Section 3.05 and Section 3.13. The foregoing is subject to the provision
        that:
        (i) in any case in which Mortgaged Property shall have suffered damage from
        an
        Uninsured Cause, the Master Servicer shall not be required to expend its
        own
        funds toward the restoration of such property unless it shall determine in
        its
        discretion that such restoration shall increase the proceeds of liquidation
        of
        the related Mortgage Loan after reimbursement to itself for such expenses
        and
        (ii) with respect to any second lien Mortgage Loan, if, after such Mortgage
        Loan
        becomes 180 days or more delinquent and the Master Servicer, after making
        a
        Final Recovery Determination, determines that a net recovery that would
        eliminate or reduce a Realized Loss by more than an immaterial amount is
        not
        possible through foreclosure, such Mortgage Loan may be charged off and such
        Mortgage Loan shall be treated as a Liquidated Mortgage Loan giving rise
        to a
        Realized Loss.

       

      (b) Notwithstanding
        the foregoing provisions of this Section 3.12 or any other provision of this
        Agreement, with respect to any Mortgage Loan as to which the Master Servicer
        has
        received actual notice of, or has actual knowledge of, the presence of any
        toxic
        or hazardous substance on the related Mortgaged Property, the Master Servicer
        shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
        Property as a result of or in lieu of foreclosure or otherwise or (ii) otherwise
        acquire possession of, or take any other action with respect to, such Mortgaged
        Property, if, as a result of any such action, the Trustee, the Trust Fund
        or the
        Certificateholders would be considered to hold title to, to be a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
        Mortgaged Property within the meaning of the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980, as amended from time to
        time,
        or any comparable law, unless the Master Servicer has also previously
        determined, based on its reasonable judgment and a report prepared by a Person
        who regularly conducts environmental audits using customary industry standards,
        that:

       

      (i) such
        Mortgaged Property is in compliance with applicable environmental laws or,
        if
        not, that it would be in the best economic interest of the Trust Fund to
        take
        such actions as are necessary to bring the Mortgaged Property into compliance
        therewith; and

       

      (ii) there
        are
        no circumstances present at such Mortgaged Property relating to the use,
        management or disposal of any hazardous substances, hazardous materials,
        hazardous wastes, or petroleum-based materials for which investigation, testing,
        monitoring, containment, clean-up or remediation could be required under
        any
        federal, state or local law or regulation, or that if any such materials
        are
        present for which such action could be required, that it would be in the
        best
        economic interest of the Trust Fund to take such actions with respect to
        the
        affected Mortgaged Property.

       

      Notwithstanding
        the foregoing, if such environmental audit reveals, or if the Master Servicer
        has actual knowledge or notice, that such Mortgaged Property contains such
        toxic
        or hazardous wastes or substances, the Master Servicer shall not foreclose
        or
        accept a deed in lieu of foreclosure without the prior written consent of
        the
        NIMS Insurer.

       

      The
        cost
        of the environmental audit report contemplated by this Section 3.12 shall
        be
        advanced by the Master Servicer, subject to the Master Servicer’s right to be
        reimbursed therefor from the Collection Account as provided in Section
        3.05(a)(v), such right of reimbursement being prior to the rights of
        Certificateholders to receive any amount in the Collection Account received
        in
        respect of the affected Mortgage Loan or other Mortgage Loans.

       

      If
        the
        Master Servicer determines, as described above, that it is in the best economic
        interest of the Trust Fund to take such actions as are necessary to bring
        any
        such Mortgaged Property into compliance with applicable environmental laws,
        or
        to take such action with respect to the containment, clean-up or remediation
        of
        hazardous substances, hazardous materials, hazardous wastes or petroleum-based
        materials affecting any such Mortgaged Property, then the Master Servicer
        shall
        take such action as it deems to be in the best economic interest of the Trust
        Fund; provided, however, that the Master Servicer shall not proceed with
        foreclosure or acceptance of a deed in lieu of foreclosure if the estimated
        costs of the environmental clean up, as estimated in the environmental audit
        report, together with the Advances made by the Master Servicer and the estimated
        costs of foreclosure or acceptance of a deed in lieu of foreclosure exceeds
        the
        estimated value of the Mortgaged Property. The cost of any such compliance,
        containment, cleanup or remediation shall be advanced by the Master Servicer,
        subject to the Master Servicer’s right to be reimbursed therefor from the
        Collection Account as provided in Section 3.05(a)(v), such right of
        reimbursement being prior to the rights of Certificateholders to receive
        any
        amount in the Collection Account received in respect of the affected Mortgage
        Loan or other Mortgage Loans.

       

      (c) Proceeds
        received in connection with any Final Recovery Determination, as well as
        any
        recovery resulting from a partial collection of Insurance Proceeds, Subsequent
        Recoveries or Liquidation Proceeds, in respect of any Mortgage Loan, shall
        be
        applied in the following order of priority: first,
        to
        reimburse the Master Servicer or any Sub-Servicer for any related unreimbursed
        Servicing Advances and Advances, pursuant to Section 3.05(a)(ii); second,
        to
        accrued and unpaid interest on the Mortgage Loan, to the date of the Final
        Recovery Determination, or to the Due Date prior to the Distribution Date
        on
        which such amounts are to be distributed if not in connection with a Final
        Recovery Determination; and third,
        as a
        recovery of principal of the Mortgage Loan. If the amount of the recovery
        so
        allocated to interest is less than the full amount of accrued and unpaid
        interest due on such Mortgage Loan, the amount of such recovery shall be
        allocated by the Master Servicer as follows: first,
        to
        unpaid Servicing Fees; and second,
        to the
        balance of the interest then due and owing. The portion of the recovery so
        allocated to unpaid Servicing Fees shall be reimbursed to the Master Servicer
        or
        any Sub-Servicer pursuant to Section 3.05(a)(ii).

       

      SECTION
        3.13. Title,
        Management and Disposition of REO Property.

       

      (a) The
        deed
        or certificate of sale of any REO Property shall be taken in the name of
        the
        Trustee, or its nominee, in trust for the benefit of the Certificateholders.
        Pursuant to the power of attorney granted in Section 3.01, the Master Servicer
        is hereby authorized to transfer the title of any REO Property taken in the
        name
        of the Trustee to a third party purchaser pursuant to this Section 3.13 without
        further documentation of its authority as attorney-in-fact for the Trustee
        on
        behalf of the Trust. The Master Servicer, on behalf of the Trust Fund (and
        on
        behalf of the Trustee for the benefit of the Certificateholders), shall either
        sell any REO Property before the close of the third taxable year after the
        year
        the Trust Fund acquires ownership of such REO Property for purposes of Section
        860G(a)(8) of the Code or request from the Internal Revenue Service, no later
        than 60 days before the day on which the three-year grace period would otherwise
        expire, an extension of the three-year grace period, unless the Master Servicer
        shall have delivered to the Trustee, the NIMS Insurer and the Depositor an
        Opinion of Counsel, addressed to the Trustee, the NIMS Insurer and the
        Depositor, to the effect that the holding by the Trust Fund of such REO Property
        subsequent to three years after its acquisition shall not result in the
        imposition on any Trust REMIC of taxes on “prohibited transactions” thereof, as
        defined in Section 860F of the Code, or cause any Trust REMIC to fail to
        qualify
        as a REMIC under Federal law at any time that any Certificates are outstanding.
        The Master Servicer shall manage, conserve, protect and operate each REO
        Property for the benefit of the Certificateholders and solely for the purpose
        of
        its prompt disposition and sale in a manner which does not cause such REO
        Property to fail to qualify as “foreclosure property” within the meaning of
        Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC
        of
        any “income from non-permitted assets” within the meaning of Section
        860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which
        is subject to taxation under the REMIC Provisions.

       

      (b) The
        Master Servicer shall segregate and hold all funds collected and received
        in
        connection with the operation of any REO Property separate and apart from
        its
        own funds and general assets and shall establish and maintain with respect
        to
        REO Properties an account held in trust for the Trustee for the benefit of
        the
        Certificateholders (the “REO Account”), which shall be an Eligible Account. The
        Master Servicer shall be permitted to allow the Collection Account to serve
        as
        the REO Account, subject to separate ledgers for each REO Property. The Master
        Servicer shall be entitled to retain or withdraw any interest income paid
        on
        funds deposited in the REO Account.

       

      (c) The
        Master Servicer shall have full power and authority, subject only to the
        specific requirements and prohibitions of this Agreement (including the Loss
        Mitigation Action Plan), to do any and all things in connection with any
        REO
        Property as are consistent with the manner in which the Master Servicer manages
        and operates similar property owned by the Master Servicer or any of its
        Affiliates, all on such terms and for such period as the Master Servicer
        deems
        to be in the best interests of Certificateholders and appropriate to effect
        the
        prompt disposition and sale of the REO Property. In connection therewith,
        the
        Master Servicer shall deposit, or cause to be deposited in the clearing account
        (which account must be an Eligible Account) in which it customarily deposits
        payments and collections on mortgage loans in connection with its mortgage
        loan
        servicing activities on a daily basis, and in no event more than one (1)
        Business Day after the Master Servicer’s receipt thereof, and shall thereafter
        deposit in the REO Account, in no event more than two (2) Business Days after
        the deposit of such funds into the clearing account, all revenues received
        by it
        with respect to an REO Property and shall withdraw therefrom funds necessary
        for
        the proper operation, management and maintenance of such REO Property including,
        without limitation:

       

      (i) all
        insurance premiums due and payable in respect of such REO Property;

       

      (ii) all
        real
        estate taxes and assessments in respect of such REO Property that may result
        in
        the imposition of a lien thereon; and

       

      (iii) all
        costs
        and expenses necessary to maintain such REO Property.

       

      To
        the
        extent that amounts on deposit in the REO Account with respect to an REO
        Property are insufficient for the purposes set forth in clauses (i) through
        (iii) above with respect to such REO Property, the Master Servicer shall
        advance
        from its own funds such amount as is necessary for such purposes if, but
        only
        if, the Master Servicer would make such advances if the Master Servicer owned
        the REO Property and if in the Master Servicer’s judgment, the payment of such
        amounts shall be recoverable from the rental or sale of the REO
        Property.

       

      Notwithstanding
        the Master Servicer’s obligation to the Certificateholders to manage and operate
        (including the collection of rents from existing tenants and management of
        any
        leases acquired with the REO property to the extent applicable) the REO Property
        from the date of acquisition until the date of sale, neither the Master Servicer
        nor the Trustee shall knowingly:

       

      (i) authorize
        the Trust Fund to enter into, renew or extend any New Lease with respect
        to any
        REO Property, if the New Lease by its terms shall give rise to any income
        that
        does not constitute Rents from Real Property;

       

      (ii) authorize
        any amount to be received or accrued under any New Lease other than amounts
        that
        shall constitute Rents from Real Property;

       

      (iii) authorize
        any construction on any REO Property, other than the completion of a building
        or
        other improvement thereon, and then only if more than ten percent of the
        construction of such building or other improvement was completed before default
        on the related Mortgage Loan became imminent, all within the meaning of Section
        856(e)(4)(B) of the Code; or

       

      (iv) authorize
        any Person to Directly Operate any REO Property on any date more than 90
        days
        after its date of acquisition by the Trust Fund;

       

      unless,
        in any such case, the Master Servicer has obtained an Opinion of Counsel,
        provided to the Trustee and the NIMS Insurer, to the effect that such action
        shall not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code at any time that it
        is held
        by the Trust Fund, and the Master Servicer has received written notice from
        the
        Trustee that it has received written consent from the NIMS Insurer (which
        consent shall not be unreasonably withheld) that the specific action may
        be
        taken.

       

      The
        Master Servicer may contract with any Independent Contractor for the operation
        and management of any REO Property, provided that:

       

      (i) the
        terms
        and conditions of any such contract shall not be inconsistent
        herewith;

       

      (ii) any
        such
        contract shall require, or shall be administered to require, that the
        Independent Contractor pay all costs and expenses incurred in connection
        with
        the operation and management of such REO Property, including those listed
        above
        and remit all related revenues (net of such costs and expenses) to the Master
        Servicer as soon as practicable, but in no event later than thirty days
        following the receipt thereof by such Independent Contractor;

       

      (iii) none
        of
        the provisions of this Section 3.13(c) relating to any such contract or to
        actions taken through any such Independent Contractor shall be deemed to
        relieve
        the Master Servicer of any of its duties and obligations to the Trustee on
        behalf of the Certificateholders with respect to the operation and management
        of
        any such REO Property; and

       

      (iv) the
        Master Servicer shall be obligated with respect thereto to the same extent
        as if
        it alone were performing all duties and obligations in connection with the
        operation and management of such REO Property.

       

      The
        Master Servicer shall be entitled to enter into any agreement with any
        Independent Contractor performing services for it related to its duties and
        obligations hereunder for indemnification of the Master Servicer by such
        Independent Contractor, and nothing in this Agreement shall be deemed to
        limit
        or modify such indemnification. The Master Servicer shall be solely liable
        for
        all fees owed by it to any such Independent Contractor, irrespective of whether
        the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay
        such fees. The Master Servicer shall not engage an Independent Contractor
        to
        engage in any activities that the Master Servicer would not be permitted
        to
        engage in itself in accordance with the other provisions of this Agreement
        (including the Loss Mitigation Action Plan).

       

      (d) In
        addition to the withdrawals permitted under Section 3.13(c), the Master Servicer
        may from time to time make withdrawals from the REO Account for any REO
        Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in
        respect
        of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer
        for unreimbursed Servicing Advances and Advances made in respect of such
        REO
        Property or the related Mortgage Loan. On the Master Servicer Remittance
        Date,
        the Master Servicer shall withdraw from each REO Account maintained by it
        and
        deposit into the Distribution Account in accordance with Section 3.04(g)(ii),
        for distribution on the related Distribution Date in accordance with Section
        4.01, the income from the related REO Property received during the prior
        calendar month, net of any withdrawals made pursuant to Section 3.13(c) or
        this
        Section 3.13(d).

       

      (e) Subject
        to the time constraints set forth in Section 3.13(a) (including the constraint
        that the Master Servicer hold and manage each REO Property “solely for the
        purpose of its prompt disposition”) each REO disposition shall be carried out by
        the Master Servicer at such price and upon such terms and conditions as shall
        be
        in conformity with the requirements of the Loss Mitigation Action Plan and
        as
        shall be normal and usual in its general servicing activities for similar
        properties.

       

      (f) The
        proceeds from the REO Disposition, net of any amount required by law to be
        remitted to the Mortgagor under the related Mortgage Loan and net of any
        payment
        or reimbursement to the Master Servicer or any Sub-Servicer as provided above,
        shall be deposited in the Distribution Account in accordance with Section
        3.04(g)(ii) on the Master Servicer Remittance Date in the month following
        the
        receipt thereof for distribution on the related Distribution Date in accordance
        with Section 4.01. Any REO Disposition shall be for cash only (unless changes
        in
        the REMIC Provisions made subsequent to the Startup Day allow a sale for
        other
        consideration).

       

      SECTION
        3.14. [Reserved].

       

      SECTION
        3.15. Reports
        of Foreclosure and Abandonment of Mortgaged Properties.

       

      The
        Master Servicer shall file information returns with respect to the receipt
        of
        mortgage interest received in a trade or business, reports of foreclosures
        and
        abandonments of any Mortgaged Property and cancellation of indebtedness income
        with respect to any Mortgaged Property as required by Sections 6050H, 6050J
        and
        6050P of the Code, respectively. Such reports shall be in form and substance
        sufficient to meet the reporting requirements imposed by such Sections 6050H,
        6050J and 6050P of the Code.

       

      SECTION
        3.16. Optional
        Purchase of Defaulted Mortgage Loans.

       

      (a) 
        (i) The
        NIMS Insurer may, at its option, purchase a Mortgage Loan which has become
        90 or
        more days delinquent or for which the Master Servicer has accepted a deed
        in
        lieu of foreclosure. Prior to purchase pursuant to this Section 3.16(a)(i),
        the
        Master Servicer shall be required to continue to make Advances pursuant to
        Section 4.03. The NIMS Insurer shall not use any procedure in selecting Mortgage
        Loans to be repurchased which is materially adverse to the interests of the
        Certificateholders. The NIMS Insurer shall purchase such delinquent Mortgage
        Loan at a price equal to the Purchase Price of such Mortgage Loan. Any such
        purchase of a Mortgage Loan pursuant to this Section 3.16(a)(i) shall be
        accomplished by remittance to the Master Servicer for deposit in the Collection
        Account of the amount of the Purchase Price. The Trustee shall effectuate
        the
        conveyance of such delinquent Mortgage Loan to the NIMS Insurer to the extent
        necessary, as requested, and the Trustee shall promptly deliver all
        documentation to the NIMS Insurer.

       

      (i) During
        the first full calendar month (but excluding the last Business Day thereof)
        following a Mortgage Loan or related REO Property becoming 90 days or more
        delinquent, the Master Servicer shall have the option, but not the obligation
        to
        purchase from the Trust Fund any such Mortgage Loan or related REO Property
        that
        is then still 90 days or more delinquent, which the Master Servicer determines
        in good faith shall otherwise become subject to foreclosure proceedings
        (evidence of such determination to be delivered in writing to the Trustee
        prior
        to purchase), at a price equal to the Purchase Price. The Purchase Price
        for any
        Mortgage Loan or related REO Property purchased hereunder shall be deposited
        in
        the Collection Account, and the Trustee, upon written certification of such
        deposit, shall release or cause to be released to the Master Servicer the
        related Mortgage File and the Trustee shall execute and deliver such instruments
        of transfer or assignment, in each case without recourse, as the Master Servicer
        shall furnish and as shall be necessary to vest in the Master Servicer title
        to
        any Mortgage Loan or related REO Property released pursuant hereto.

       

      (b) If
        with
        respect to any delinquent Mortgage Loan or related REO Property, the option
        of
        the Master Servicer set forth in the preceding paragraph shall have arisen
        but
        the Master Servicer shall have failed to exercise such option on or before
        the
        Business Day preceding the last Business Day of the calendar month following
        the
        calendar month during which such Mortgage Loan or related REO Property first
        became 90 days or more delinquent, then such option shall automatically expire;
        provided, however, that if any such Mortgage Loan or related REO Property
        shall
        cease to be 90 days or more delinquent but then subsequently shall again
        become
        90 days or more delinquent, then the Master Servicer shall be entitled to
        another repurchase option with respect to such Mortgage Loan or REO Property
        as
        provided in the preceding paragraph.

       

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

       

      (a) Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Master Servicer
        of a
        notification that payment in full shall be escrowed in a manner customary
        for
        such purposes, the Master Servicer shall promptly notify the Trustee and
        any
        related Custodian by a certification in the form of Exhibit E or such other
        form
        supplied by the Master Servicer provided that it does not differ from the
        substantive content of Exhibit E (which certification shall include a statement
        to the effect that all amounts received or to be received in connection with
        such payment which are required to be deposited in the Collection Account
        pursuant to Section 3.04(b) have been or shall be so deposited) of a Servicing
        Officer and shall request delivery to it of the Mortgage File. Upon receipt
        of
        such certification and request, the Trustee or such Custodian, as the case
        may
        be, shall promptly release (and in no event more than three (3) Business
        Days
        thereafter) the related Mortgage File to the Master Servicer. No expenses
        incurred in connection with any instrument of satisfaction or deed of
        reconveyance shall be chargeable to the Collection Account or the Distribution
        Account.

       

      (b) From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan, including, for this purpose, collection under any insurance policy
        relating to the Mortgage Loans, the Trustee and any related Custodian shall,
        upon request of the Master Servicer and delivery to the Trustee or such
        Custodian, as the case may be, of a Request for Release in the form of Exhibit
        E
        or such other form supplied by the Master Servicer provided that it does
        not
        differ from the substantive content of Exhibit E, release the related Mortgage
        File to the Master Servicer, and the Trustee shall, at the direction of the
        Master Servicer, execute such documents as shall be necessary to the prosecution
        of any such proceedings and the Master Servicer shall retain such Mortgage
        File
        in trust for the benefit of the Certificateholders. Such Request for Release
        shall obligate the Master Servicer to return each and every document previously
        requested from the Mortgage File to the Trustee or to such Custodian when
        the
        need therefor by the Master Servicer no longer exists, unless the Mortgage
        Loan
        has been liquidated and the Liquidation Proceeds relating to the Mortgage
        Loan
        have been deposited in the Collection Account or the Mortgage File or such
        document has been delivered to an attorney, or to a public trustee or other
        public official as required by law, for purposes of initiating or pursuing
        legal
        action or other proceedings for the foreclosure of the Mortgaged Property
        either
        judicially or non-judicially, and the Master Servicer has delivered to the
        Trustee a certificate of a Servicing Officer certifying as to the name and
        address of the Person to which such Mortgage File or such document was delivered
        and the purpose or purposes of such delivery. Upon receipt of a certificate
        of a
        Servicing Officer stating that such Mortgage Loan was liquidated and that
        all
        amounts received or to be received in connection with such liquidation that
        are
        required to be deposited into the Collection Account have been so deposited,
        or
        that such Mortgage Loan has become an REO Property, upon request, a copy
        of the
        Request for Release shall be released by the Trustee or such Custodian to
        the
        Master Servicer.

       

      (c) Upon
        written certification of a Servicing Officer, the Trustee shall execute and
        deliver to the Master Servicer any court pleadings, requests for trustee’s sale
        or other documents reasonably necessary to the foreclosure or trustee’s sale in
        respect of a Mortgaged Property or to any legal action brought to obtain
        judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
        a
        deficiency judgment, or to enforce any other remedies or rights provided
        by the
        Mortgage Note or Mortgage or otherwise available at law or in equity. Each
        such
        certification shall include a request that such pleadings or documents be
        executed by the Trustee and a statement as to the reason such documents or
        pleadings are required and that the execution and delivery thereof by the
        Trustee shall not invalidate or otherwise affect the lien of the Mortgage,
        except for the termination of such a lien upon completion of the foreclosure
        or
        trustee’s sale.

       

      (d) The
        Trustee and the Master Servicer may mutually agree on policies and procedures
        (commercially reasonable in nature) to allow the submission of any and all
        requests for the release of a Mortgage File electronically with a digital
        signature or other identifier to designate the Servicing Officer of the Master
        Servicer requesting such collateral.

       

      SECTION
        3.18. Servicing
        Compensation.

       

      As
        compensation for the activities of the Master Servicer hereunder, the Master
        Servicer shall be entitled to the Servicing Fee with respect to each Mortgage
        Loan payable solely from payments of interest in respect of such Mortgage
        Loan,
        subject to Section 4.03(e). In addition, the Master Servicer shall be entitled
        to recover unpaid Servicing Fees out of Insurance Proceeds, Subsequent
        Recoveries or Liquidation Proceeds to the extent permitted by Section
        3.05(a)(ii), out of general funds in the Collection Account to the extent
        permitted by Section 3.05(a) and out of amounts derived from the operation
        and
        sale of an REO Property to the extent permitted by Section 3.13. The right
        to
        receive the Servicing Fee may not be transferred in whole or in part except
        in
        connection with the transfer of all of the Master Servicer’s responsibilities
        and obligations under this Agreement.

       

      Additional
        servicing compensation in the form of assumption fees, late payment charges,
        insufficient funds fees, reconveyance fees and other similar fees and charges
        (other than Prepayment Charges) shall be retained by the Master Servicer
        only to
        the extent such amounts, fees or charges are received by the Master Servicer.
        The Master Servicer shall also be entitled pursuant to Section 3.05(a)(vi)
        to
        withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw
        from any Escrow Account and pursuant to Section 3.13(b) to withdraw from
        any REO
        Account, as additional servicing compensation, interest or other income earned
        on deposits therein, subject to Section 3.06. The Master Servicer shall be
        required to pay all expenses incurred by it in connection with its servicing
        activities hereunder (including premiums for the insurance required by Section
        3.08, Section 3.09 and Section 3.10, to the extent such premiums are not
        paid by
        the related Mortgagors or by a Sub-Servicer, servicing compensation of each
        Sub-Servicer, and to the extent provided in Section 8.05, the fees and expenses
        of the Trustee) and shall not be entitled to reimbursement therefor except
        as
        specifically provided herein.

       

      SECTION
        3.19. Statement
        as to Compliance.

       

      The
        Master Servicer will deliver to the Trustee, not later than March 20th
        of each
        calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement
        of Compliance”) stating, as to each signatory thereof, that (i) a review of the
        activities of the Master Servicer during the preceding calendar year and
        of
        performance under this Agreement has been made under such officers’ supervision
        and (ii) to the best of such officers’ knowledge, based on such review, the
        Master Servicer has fulfilled all of its obligations under this Agreement
        in all
        material respects throughout such year, or, if there has been a failure to
        fulfill any such obligation in any material respect, specifying each such
        failure known to such officer and the nature and status of cure provisions
        thereof. Such Annual Statement of Compliance shall contain no restrictions
        or
        limitations on its use. The Master Servicer shall deliver a similar Annual
        Statement of Compliance by any Sub-Servicer to which the Master Servicer
        has
        delegated any servicing responsibilities with respect to the Mortgage Loans,
        to
        the Trustee as described above as and when required with respect to the Master
        Servicer.

       

      The
        Master Servicer shall indemnify and hold harmless the Trustee and its officers,
        directors and Affiliates from and against any actual losses, damages, penalties,
        fines, forfeitures, reasonable and necessary legal fees and related costs,
        judgments and other costs and expenses that the Trustee may sustain based
        upon a
        breach of the Master Servicer’s obligations under this Section
        3.19.

       

      SECTION
        3.20. Assessments
        of Compliance and Attestation Reports.

       

      The
        Master Servicer shall service and administer the Mortgage Loans in accordance
        with all applicable requirements of the Servicing Criteria (as set forth
        in
        Exhibit M hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act
        and
        Item 1122 of Regulation AB, the Master Servicer shall deliver to the Trustee
        on
        or before March 20th
        of each
        calendar year beginning in 2007, a report regarding the Master Servicer’s
        assessment of compliance (an “Assessment of Compliance”) with the Servicing
        Criteria during the preceding calendar year. The Assessment of Compliance
        shall
        contain the following:

       

      (a) A
        statement by such officer of its responsibility for assessing compliance
        with
        the Servicing Criteria applicable to the Master Servicer;

       

      (b) A
        statement by such officer that such officer used the Servicing Criteria,
        and
        which will also be attached to the Assessment of Compliance, to assess
        compliance with the Servicing Criteria applicable to the Master
        Servicer;

       

      (c) An
        assessment by such officer of the Master Servicer’s compliance with the
        applicable Servicing Criteria for the period consisting of the preceding
        calendar year, including disclosure of any material instance of noncompliance
        with respect thereto during such period, which assessment shall be based
        on the
        activities it performs with respect to asset-backed securities transactions
        taken as a whole involving the Master Servicer, that are backed by the same
        asset type as the Mortgage Loans;

       

      (d) A
        statement that a registered public accounting firm has issued an Attestation
        Report on the Master Servicer’s Assessment of Compliance for the period
        consisting of the preceding calendar year; and

       

      (e) A
        statement as to which of the Servicing Criteria, if any, are not applicable
        to
        the Master Servicer, which statement shall be based on the activities it
        performs with respect to asset-backed securities transactions taken as a
        whole
        involving the Master Servicer, that are backed by the same asset type as
        the
        Mortgage Loans.

       

      Such
        report at a minimum shall address each of the Servicing Criteria specified
        on
        Exhibit M hereto which are indicated as applicable to the Master
        Servicer.

       

      On
        or
        before March 20th
        of each
        calendar year beginning in 2007, the Master Servicer shall furnish to the
        Trustee a report (an “Attestation Report”) by a registered public accounting
        firm that attests to, and reports on, the Assessment of Compliance made by
        the
        Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act
        and
        Item 1122(b) of Regulation AB, which Attestation Report must be made in
        accordance with standards for attestation reports issued or adopted by the
        Public Company Accounting Oversight Board.

       

      The
        Master Servicer shall cause any Sub-Servicer, and each subcontractor determined
        by the Master Servicer to be “participating in the servicing function” within
        the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and
        the
        Depositor an Assessment of Compliance and Attestation Report as and when
        provided above.

       

      Such
        Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address
        each of the Servicing Criteria specified on Exhibit M hereto which are indicated
        as applicable to any “primary servicer.” Notwithstanding the foregoing, as to
        any subcontractor, an Assessment of Compliance is not required to be delivered
        unless it is required as part of a Form 10-K with respect to the Trust
        Fund.

       

      The
        Master Servicer shall deliver any Assessment of Compliance or Attestation
        Report
        by March 20th
        of such
        year.

       

      Failure
        of the Master Servicer to timely comply with this Section 3.20 shall be deemed
        a
        Master Servicer Event of Termination, and the Trustee may, in addition to
        whatever rights the Trustee may have under this Agreement and at law or equity
        or to damages, including injunctive relief and specific performance, upon
        notice
        immediately terminate all the rights and obligations of the Master Servicer
        under this Agreement and in and to the Mortgage Loans and the proceeds thereof
        without compensating the Master Servicer for the same. This paragraph shall
        supersede any other provision in this Agreement or any other agreement to
        the
        contrary.

       

      The
        Trustee shall also provide an Assessment of Compliance and Attestation Report,
        as and when provided above, which shall address each of the Servicing Criteria
        specified on Exhibit M hereto which are indicated as applicable to the
“trustee”.

       

      SECTION
        3.21. Access
        to
        Certain Documentation.

       

      The
        Master Servicer shall provide to the Office of Thrift Supervision, the FDIC,
        and
        any other federal or state banking or insurance regulatory authority that
        may
        exercise authority over any Certificateholder or Certificate Owner, access
        to
        the documentation regarding the Mortgage Loans required by applicable laws
        and
        regulations. Such access shall be afforded without charge, but only upon
        reasonable request and during normal business hours at the offices of the
        Master
        Servicer designated by it. In addition, access to the documentation regarding
        the Mortgage Loans shall be provided to any Certificateholder or Certificate
        Owner, the Trustee, the NIMS Insurer and to any Person identified to the
        Master
        Servicer as a prospective transferee of a Certificate, upon reasonable request
        during normal business hours at the offices of the Master Servicer designated
        by
        it at the expense of the Person requesting such access. In each case, access
        to
        any documentation regarding the Mortgage Loans may be conditioned upon the
        requesting party’s acknowledgment in writing of a confidentiality agreement
        regarding any information that is required to remain confidential under the
        Gramm-Leach-Bliley Act of 1999.

       

      SECTION
        3.22. PMI
        Policies; Claims Under the PMI Policies.

       

      Notwithstanding
        anything to the contrary elsewhere in this Agreement, the Master Servicer
        shall
        not agree to any modification or assumption of a PMI Mortgage Loan or take
        any
        other action with respect to a PMI Mortgage Loan that could result in denial
        of
        coverage under the PMI Policy. The Master Servicer shall notify the PMI Insurer
        that the Trustee, on behalf of the Certificateholders, is the Insured, as
        that
        term is defined in the PMI Policy, of each PMI Mortgage Loan. The Master
        Servicer shall, on behalf of the Trustee, prepare and file on a timely basis
        with the PMI Insurer, with a copy to the Trustee, all claims which may be
        made
        under the PMI Policy with respect to the PMI Mortgage Loans. Consistent with
        all
        rights and obligations hereunder, the Master Servicer shall take all actions
        required under the PMI Policy as a condition to the payment of any such claim.
        Any amount received from the PMI Insurer with respect to any such PMI Mortgage
        Loan shall be deposited by the Master Servicer into the Collection Account
        in
        accordance with Section 3.04(b). The Trustee shall withdraw from the
        Distribution Account on each Distribution Date and pay to the PMI Insurer
        the
        PMI Insurer Fee in accordance with this Agreement.

       

      SECTION
        3.23. Advance
        Facility.

       

      (a) The
        Master Servicer and/or the Trustee on behalf of the Trust Fund, in either
        case,
        with the consent of the NIMS Insurer and the Master Servicer in the case
        of the
        Trustee, is hereby authorized to enter into a facility (an “Advance Facility”)
        with any Person (an “Advancing Person”) (1) under which the Master Servicer
        sells, assigns or pledges to the Advancing person the Master Servicer’s rights
        under this Agreement to be reimbursed for any Advances and/or Servicing Advances
        or (2) which provides that the Advancing Person may fund Advances and/or
        Servicing Advances to the Trust Fund under this Agreement, although no such
        facility shall reduce or otherwise affect the Master Servicer’s obligation to
        fund such Advances and/or Servicing Advances. If the Master Servicer enters
        into
        such an Advance Facility pursuant to this Section 3.23, upon reasonable request
        of the Advancing Person, the Trustee shall execute a letter of acknowledgment,
        confirming its receipt of notice of the existence of such Advance Facility.
        To
        the extent that an Advancing Person funds any Advance or any Servicing Advance
        or is assigned the right to be reimbursed for any Advance or Servicing Advance
        and provides the Trustee with notice acknowledged by the Master Servicer
        that
        such Advancing Person is entitled to reimbursement directly from the Trustee
        pursuant to the terms of the Advance Facility, such Advancing Person shall
        be
        entitled to receive reimbursement pursuant to this Agreement for such amount
        to
        the extent provided in Section 3.23(b). Such notice from the Advancing Person
        must specify the amount of the reimbursement, the Section of this Agreement
        that
        permits the applicable Advance or Servicing Advance to be reimbursed and
        the
        section(s) of the Advance Facility that entitle the Advancing Person to request
        reimbursement from the Trustee, rather than the Master Servicer, and include
        the
        Master Servicer’s acknowledgment thereto or proof of an Event of Default under
        the Advance Facility. The Trustee shall have no duty or liability with respect
        to any calculation of any reimbursement to be paid to an Advancing Person
        and
        shall be entitled to rely without independent investigation on the Advancing
        Person’s notice provided pursuant to this Section 3.23. An Advancing Person
        whose obligations hereunder are limited to the funding of Advances and/or
        Servicing Advances shall not be required to meet the qualifications of a
        Master
        Servicer or a Sub-Servicer pursuant to Section 6.06 hereof and shall not
        be
        deemed to be a Sub-Servicer under this Agreement. If the terms of a facility
        proposed to be entered into with an Advancing Person by the Trust Fund would
        not
        materially and adversely affect the interests of any Certificateholder, then
        the
        NIMS Insurer shall not withhold its consent to the Trust Fund’s entering such
        facility.

       

      (b) If,
        pursuant to the terms of the Advance Facility, an Advancing Person is entitled
        to reimbursement directly from the Trustee, then the Master Servicer shall
        not
        reimburse itself therefor under Section 3.05(a)(ii), Section 3.05(a)(iii)
        or
        Section 3.05(a)(v) prior to the remittance to the Trust Fund, but instead
        the
        Master Servicer shall include such amounts in the applicable remittance to
        the
        Trustee made pursuant to Section 3.04(g) to the extent of amounts on deposit
        in
        the Collection Account on the related Master Servicer Remittance Date. The
        Trustee is hereby authorized to pay to the Advancing Person reimbursements
        for
        Advances and Servicing Advances from the Distribution Account, to the extent
        permitted under the terms of the Advance Facility, to the same extent the
        Master
        Servicer would have been permitted to reimburse itself for such Advances
        and/or
        Servicing Advances in accordance with Section 3.05(a)(ii), Section 3.05(a)(iii)
        or Section 3.05(a)(v), as the case may be, had the Master Servicer itself
        funded
        such Advance or Servicing Advance. The Trustee is hereby authorized to pay
        directly to the Advancing Person such portion of the Servicing Fee as the
        parties to any Advance Facility agree to in writing delivered to the Trustee.
        An
        Advance Facility may provide that the Master Servicer will otherwise cause
        the
        remittance of Advance and/or Servicing Advance reimbursement amounts to the
        Advancing Person, in which case the foregoing sentences in this Section 3.23(b)
        shall not apply.

       

      (c) All
        Advances and Servicing Advances made pursuant to the terms of this Agreement
        shall be deemed made and shall be reimbursed on a “first in first out” (FIFO)
        basis.

       

      (d) In
        the
        event the Master Servicer is terminated pursuant to Section 7.01, the Advancing
        Person shall succeed to the terminated Master Servicer’s right of reimbursement
        set forth in Section 7.02(c) to the extent of such Advancing Person’s financing
        of or receipt of assignment or pledge of the right to be reimbursed for Advances
        or Servicing Advances hereunder then remaining unreimbursed.

       

      (e) None
        of
        the Trust Fund, any party to this Agreement or any other Person shall have
        any
        right or claim (including without limitation any right of offset or recoupment)
        to any amounts allocable under this Agreement to the reimbursement of Advances
        or Servicing Advances that have been assigned, conveyed or pledged to an
        Advancing Person, or that relate to Advances or Servicing Advances that were
        funded by an Advancing Person.

       

      (f) Any
        amendment to this Section 3.23 or to any other provision of this Agreement
        that
        may be necessary or appropriate to effect the terms of an Advance Facility
        as
        described generally in this Section 3.23, including amendments to add provisions
        relating to a successor master servicer, may be entered into by the Trustee
        and
        the Master Servicer without the consent of any Certificateholder but with
        the
        consent of the NIMS Insurer and written confirmation from each Rating Agency
        that the amendment shall not result in the reduction or withdrawal of the
        then-current ratings of any outstanding Class of Certificates or any other
        notes
        secured by collateral which includes all or a portion of the Class CE
        Certificates, the Class P Certificates and/or the Residual Certificates,
        notwithstanding anything to the contrary in this Agreement.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        IV

       

      PAYMENTS
        TO CERTIFICATEHOLDERS

       

      SECTION
        4.01. Distributions.

       

      (a) (1)(I) On
        each
        Distribution Date, the following amounts, in the following order of priority,
        shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
        Interests and distributed to the holders of the Class R Certificates (in
        respect
        of the Class R-I Interest), as the case may be: 

       

      (i) With
        respect to the Group I Mortgage Loans:

       

      (1) to
        the
        Holders of REMIC Regular Interest I-LT1, REMIC I Regular Interest I-LT1PF
        and
        REMIC I Regular Interest I-LTP in an amount equal to (A) the Uncertificated
        Interest for each REMIC I Regular Interest for such Distribution Date, plus
        (B)
        any amounts in respect thereof remaining unpaid from previous Distribution
        Dates;

       

      (2) to
        the
        Holders of REMIC I Regular Interest I-LTP, on the Distribution Date immediately
        following the expiration of the latest Prepayment Charge as identified on
        the
        Prepayment Charge Schedule or any Distribution Date thereafter until $100
        has
        been distributed pursuant to this clause; and

       

      (3) to
        the
        Holders of REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF,
        in an amount equal to the remainder of the Available Funds for such Distribution
        Date after the distributions made pursuant to clause (i) above, allocated
        as
        follows:

       

      (a) to
        the
        Holders of REMIC I Regular Interest I-LT1, until the Uncertificated Balance
        of
        REMIC I Regular Interest I-LT1 is reduced to zero;

       

      (b) to
        the
        Holders of REMIC I Regular Interest I-LT1PF, until the Uncertificated Balance
        of
        REMIC I Regular Interest I-LT1PF is reduced to zero; and

       

      (c) any
        remaining amount to the Holders of the Class R Certificates (in respect of
        the
        Class R-I Interest);

       

      provided,
        however, that for the first three Distribution Dates, such amounts relating
        to
        the Initial Group I Mortgage Loans shall be allocated to REMIC I Regular
        Interest I-LT1 and such amounts relating to the Subsequent Group I Mortgage
        Loans shall be allocated to REMIC I Regular Interest I-LT1PF.

       

      (ii) With
        respect to the Group II Mortgage Loans:

       

      (1) to
        the
        Holders of REMIC Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF
        in
        an amount equal to (A) the Uncertificated Interest for each REMIC I Regular
        Interest for such Distribution Date, plus (B) any amounts in respect thereof
        remaining unpaid from previous Distribution Dates; and

       

      (2) to
        the
        Holders of REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF,
        in an amount equal to the remainder of the Available Funds for such Distribution
        Date after the distributions made pursuant to clause (i) above, allocated
        as
        follows:

       

      (a) to
        the
        Holders of REMIC I Regular Interest I-LT2, until the Uncertificated Balance
        of
        REMIC I Regular Interest I-LT2 is reduced to zero;

       

      (b) to
        the
        Holders of REMIC I Regular Interest I-LT2PF, until the Uncertificated Balance
        of
        REMIC I Regular Interest I-LT2PF is reduced to zero; and

       

      (c) any
        remaining amount to the Holders of the Class R Certificates (in respect of
        the
        Class R-I Interest);

       

      provided,
        however, that for the first three Distribution Dates, such amounts relating
        to
        the Initial Group II Mortgage Loans shall be allocated to REMIC I Regular
        Interest I-LT2 and such amounts relating to the Subsequent Group II Mortgage
        Loans shall be allocated to REMIC I Regular Interest I-LT2PF.

       

      On
        each
        Distribution Date, all amounts representing Prepayment Charges in respect
        of the
        Mortgage Loans received during the related Prepayment Period shall be
        distributed by REMIC I to the Holders of the REMIC I Regular Interest P.
        The
        payment of the foregoing amounts to the Holders of the REMIC I Regular Interest
        P shall not reduce the Uncertificated Balance thereof.

       

      (II) On
        each
        Distribution Date, the following amounts, in the following order of priority,
        shall be distributed by REMIC I to REMIC II on account of the REMIC II Regular
        Interests and distributed to the Holders of the Class R Certificates (in
        respect
        of the Class R-II Interest), as the case may be:

       

      (i) With
        respect to the Group I Mortgage Loans:

       

      (1) to
        Holders of REMIC II Regular Interest I, and each of REMIC II Regular Interest
        I-1-A through I-50-B, pro
        rata,
        in an
        amount equal to (A) Uncertificated Interest for such REMIC II Regular Interests
        for such Distribution Date, plus (B) any amounts payable in respect thereof
        remaining unpaid from previous Distribution Dates.

       

      (2) to
        the
        extent of amounts remaining after the distributions made pursuant to clause
        (i)(1) above, payments of principal shall be allocated as follows: first,
        to
        REMIC II Regular interests I-1-A through I-50-B starting with the lowest
        numerical denomination until the Uncertificated Balance of each such REMIC
        II
        Regular Interest is reduced to zero, provided that, for REMIC II Regular
        Interests with the same numerical denomination, such payments of principal
        shall
        be allocated pro
        rata
        between
        such REMIC II Regular Interests, and second, to the extent of the product
        of (a)
        any Overcollateralization Reduction Amounts multiplied by (b) a fraction,
        the
        numerator of which is the aggregate Scheduled Principal Balance of the Group
        I
        Mortgage Loans and the denominator of which is the aggregate Scheduled Principal
        Balance of the Mortgage Loans, to REMIC II Regular Interest I until the
        Uncertificated Balance of such REMIC II Regular Interest is reduced to zero,
        then to REMIC II Regular Interests I-1-A through I-50-B starting with the
        lowest
        numerical denomination until the Uncertificated Balance of each such REMIC
        II
        Regular Interest is reduced to zero; and

       

      (3) to
        the
        Holders of REMIC II Regular Interest P (A) all amounts representing Prepayment
        Charges in respect of the Mortgage Loans received during the related Prepayment
        Period and (B) on the Distribution Date immediately following the expiration
        of
        the latest Prepayment Charge as identified on the Prepayment Charge Schedule
        or
        any Distribution Date thereafter until $100 has been distributed pursuant
        to
        this clause. 

       

      (ii) With
        respect to the Group II Mortgage Loans:

       

      (1) to
        Holders of REMIC II Regular Interest II and each of REMIC II Regular Interest
        II-1-A through II-50-B, pro
        rata,
        in an
        amount equal to (A) Uncertificated Interest for such REMIC II Regular Interests
        for such Distribution Date, plus (B) any amounts payable in respect thereof
        remaining unpaid from previous Distribution Dates.

       

      (2) to
        the
        extent of amounts remaining after the distributions made pursuant to clause
        (ii)(1) above, payments of principal shall be allocated as follows: first,
        to
        REMIC II Regular interests II-1-A through II-50-B starting with the lowest
        numerical denomination until the Uncertificated Balance of each such REMIC
        II
        Regular Interest is reduced to zero, provided that, for REMIC II Regular
        Interests with the same numerical denomination, such payments of principal
        shall
        be allocated pro
        rata
        between
        such REMIC II Regular Interests, and second, to the extent of the product
        of (a)
        any Overcollateralization Reduction Amounts multiplied by (b) a fraction,
        the
        numerator of which is the aggregate Scheduled Principal Balance of the Group
        I
        Mortgage Loans and the denominator of which is the aggregate Scheduled Principal
        Balance of the Mortgage Loans, to REMIC II Regular Interest II until the
        Uncertificated Balance of such REMIC II Regular Interest is reduced to zero,
        then to REMIC II Regular Interests II-1-A through II-50-B starting with the
        lowest numerical denomination until the Uncertificated Balance of each such
        REMIC II Regular Interest is reduced to zero.

       

      On
        each
        Distribution Date, all amounts representing Prepayment Charges in respect
        of the
        Mortgage Loans received during the related Prepayment Period shall be
        distributed by REMIC II to the Holders of REMIC II Regular Interest P. The
        payment of the foregoing amounts to the Holders of REMIC II Regular Interest
        P
        shall not reduce the Uncertificated Balance thereof.

       

      (III) On
        each
        Distribution Date, the following amounts, in the following order of priority,
        shall be distributed by REMIC II to REMIC III on account of the REMIC III
        Regular Interests and distributed to the Holders of the Class R Certificates
        (in
        respect of the Class R-III Interest), as the case may be:

       

      (i) first,
        to
        the Holders of REMIC III Regular Interest IO, in an amount equal to (A)
        Uncertificated Interest for such REMIC III Regular Interest for such
        Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
        from
        previous Distribution Dates and second, to the extent of the REMIC III Marker
        Allocation Percentage of the Available Funds remaining after the distributions
        pursuant to clause (i), to the Holders of REMIC III Regular Interest LTAA,
        REMIC
        III Regular Interest II-LTA1, REMIC III Regular Interest III-LTA2A, REMIC
        III
        Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III
        Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III
        Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III
        Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III
        Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III
        Regular Interest III-LTM8, REMIC III Regular Interest II-LTM9, REMIC III
        Regular
        Interest III-LTM10 and REMIC III Regular Interest III-LTZZ, pro
        rata,
        in an
        amount equal to (A) the Uncertificated Interest for such Distribution Date,
        plus
        (B) any amounts in respect thereof remaining unpaid from previous Distribution
        Dates. Amounts payable as Uncertificated Interest in respect of REMIC II
        Regular
        Interest LTZZ shall be reduced and deferred when the REMIC III
        Overcollateralized Amount is less than the REMIC III Overcollateralization
        Target Amount, by the lesser of (x) the amount of such difference and (y)
        the
        Maximum LTZZ Uncertificated Interest Deferral Amount and such amount shall
        be
        payable to the Holders of REMIC III Regular Interest II-LTA1, REMIC III Regular
        Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular
        Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular
        Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular
        Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular
        Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular
        Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular
        Interest II-LTM9 and REMIC III Regular Interest III-LTM10 in the same proportion
        as the Overcollateralization Increase Amount is allocated to the Corresponding
        Certificates and the Uncertificated Principal Balance of the REMIC III Regular
        Interest LTZZ shall be increased by such amount;

       

      (ii) to
        the
        extent of the REMIC III Sub WAC Allocation Percentage of the Interest Funds
        remaining after the distribution pursuant to clause (i)(A) and (B), to the
        Holders of REMIC III Regular Interest LT1SUB, REMIC III Regular Interest
        LT1GRP,
        REMIC III Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP and
        REMIC
        III Regular Interest LTXX, pro
        rata,
        in an
        amount equal to (A) the Uncertificated Interest for such Distribution Date,
        plus
        (B) any amounts in respect thereof remaining unpaid from previous Distribution
        Dates;

       

      (iii) to
        the
        Holders of REMIC III Regular Interests, in an amount equal to the remainder
        of
        the REMIC III Marker Allocation Percentage of the Available Funds for such
        Distribution Date after the distributions made pursuant to clause (i) and
        (ii)
        above, allocated as follows:

       

      (1) 98.00%
        of
        such remainder (other than amounts payable under clause (3) below), to the
        Holders of REMIC III Regular Interest LTAA and REMIC III Regular Interest
        LTP,
        until the Uncertificated Balance of such REMIC III Regular Interest is reduced
        to zero, provided, however, that REMIC III Regular Interest LTP shall not
        be
        reduced until the Distribution Date immediately following the expiration
        of the
        latest Prepayment Charge as identified on the Prepayment Charge Schedule
        or any
        Distribution Date thereafter, at which point such amount shall be distributed
        to
        REMIC III Regular Interest LTP, until $100 has been distributed pursuant
        to this
        clause;

       

      (2) 2.00%
        of
        such remainder (other than amounts payable under clause (3) below) first,
        to the
        Holders of REMIC III Regular Interest II-LTA1, REMIC III Regular Interest
        III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest
        III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest
        III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest
        III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest
        III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest
        III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest
        II-LTM9 and REMIC III Regular Interest III-LTM10, 1.00% and in the same
        proportion as principal payments are allocated to the Corresponding
        Certificates, until the Uncertificated Balances of such REMIC III Regular
        Interests are reduced to zero and second, to the Holders of REMIC III Regular
        Interest LTZZ, until the Uncertificated Balance of such REMIC III Regular
        Interest is reduced to zero; and

       

      (3) any
        remaining amount to the Holders of the Class R Certificates (in respect of
        the
        Class R-III Interest);

       

      provided,
        however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
        attributable to an Overcollateralization Reduction Amount shall be allocated
        to
        the Holders of (x) REMIC III Regular Interest LTAA and REMIC III Regular
        Interest LTP, in that order and (y) REMIC III Regular Interest LTZZ,
        respectively; provided that REMIC III Regular Interest LTP shall not be reduced
        until the Distribution Date immediately following the expiration of the latest
        Prepayment Charge as identified on the Prepayment Charge Schedule or any
        Distribution Date thereafter, at which point such amount shall be distributed
        to
        REMIC III Regular Interest LTP, until $100 has been distributed pursuant
        to this
        clause; and

      


      (iv) to
        the
        Holders of REMIC III Regular Interests, in an amount equal to the remainder
        of
        the REMIC III Sub WAC Allocation Percentage of the REMIC Available Funds
        for
        such Distribution Date after the distributions made pursuant to clause (i)
        and
        (ii) above such that distributions of interest are deemed to be made to REMIC
        III Regular Interest LT1SUB, REMIC III Regular Interest LT1GRP, REMIC III
        Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP and REMIC III
        Regular
        Interest LTXX, pro rata, in an amount equal to (A) the Uncertificated Interest
        for each such REMIC III Regular Interest for such Distribution Date, plus
        (B)
        any amounts in respect thereof remaining unpaid from previous Distribution
        Dates
        and such that distributions of principal shall be deemed to be made to the
        REMIC
        III Regular Interests first,
        so as
        to keep the Uncertificated Balance of each REMIC III Regular Interest ending
        with the designation “GRP” equal to 0.01% of the aggregate Stated Principal
        Balance of the Mortgage Loans in the related Loan Group; second,
        to each
        REMIC III Regular Interest ending with the designation “SUB,” so that the
        Uncertificated Balance of each such REMIC III Regular Interest is equal to
        0.01%
        of the excess of (x) the aggregate Stated Principal Balance of the Mortgage
        Loans in the related Loan Group over (y) the current Certificate Principal
        Balance of the Class A Certificate in the related Loan Group (except that
        if any
        such excess is a larger number than in the preceding distribution period,
        the
        least amount of principal shall be distributed to such REMIC III Regular
        Interests such that the REMIC III Subordinated Balance Ratio is maintained);
        and
third,
        any
        remaining principal to REMIC III Regular Interest LTXX.

       

      On
        each
        Distribution Date, 100% of the amounts distributed on REMIC III Regular Interest
        III-IO shall be deemed distributed by REMIC III to REMIC IV in respect of
        the
        Class SWAP-IO Interest. On each Distribution Date, 100% of the amounts
        distributed on the Class SWAP-IO Interest shall be deemed distributed by
        REMIC
        IV to REMIC VII in respect of REMIC VII Regular Interest SWAP IO. Such amounts
        shall be deemed distributed by REMIC IV to the Swap Administrator for deposit
        into the Swap Account.

      


      Notwithstanding
        the priorities and amounts of distribution of funds pursuant to this Section
        4.01(a)(1), actual distributions of Available Funds shall be made only in
        accordance with Section 4.01(a)(2), (3) and (4).

       

      (2)(I) On
        each
        Distribution Date, the Trustee shall withdraw from the Distribution Account
        an
        amount equal to the Group I Interest Remittance Amount and distribute to
        the
        Certificateholders the following amounts, in the following order of
        priority:

       

      (i) to
        the
        Holders of the Group I Certificates, the Senior Interest Distribution Amount
        related to such Certificates; and

       

      (ii) concurrently,
        to the Holders of each Class of Group II Certificates, on a pro
        rata
        basis
        based on the entitlement of each such Class, the Senior Interest Distribution
        Amount for each such Class remaining undistributed after the distribution
        of the
        Group II Interest Remittance Amount as set forth in Section 4.01(a)(2)(II)(i)
        below.

       

      (II) On
        each
        Distribution Date, the Trustee shall withdraw from the Distribution Account
        an
        amount equal to the Group II Interest Remittance Amount and distribute to
        the
        Certificateholders the following amounts, in the following order of
        priority:

       

      (i) concurrently,
        to the Holders of each Class of Group II Certificates, on a pro
        rata
        basis
        based on the entitlement of each such Class, the Senior Interest Distribution
        Amount related to such Certificates; and

       

      (ii) to
        the
        Holders of the Group I Certificates, the Senior Interest Distribution Amount
        for
        such Class remaining undistributed after the distribution of the Group I
        Interest Remittance Amount as set forth in Section 4.01(a)(2)(I)(i)
        above.

       

      (III) On
        each
        Distribution Date, following the distributions made pursuant to Section
        4.01(a)(2)(I) and (II) above, the Trustee shall withdraw from the Distribution
        Account an amount equal to any remaining Group I Interest Remittance Amount
        and
        Group II Interest Remittance Amount and distribute such amount sequentially
        to
        the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
        M-7,
        Class M-8, Class M-9 and Class M-10 Certificates, in that order, in an amount
        equal to the Interest Distribution Amount for each such Class.

       

      (3)(I) On
        each
        Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
        Event
        is in effect, the Group I Principal Distribution Amount shall be distributed
        in
        the following order of priority:

       

      (i) to
        the
        Holders of the Group I Certificates, until the Certificate Principal Balance
        of
        such Class has been reduced to zero; and

       

      (ii) to
        the
        Holders of the Group II Certificates (allocated among the Classes of Group
        II
        Certificates in the priority described in Section 4.01(a)(5) below), after
        taking into account the distribution of the Group II Principal Distribution
        Amount as described in Section 4.01(a)(3)(II) below, until the Certificate
        Principal Balances of such Classes have been reduced to zero.

       

      (II) On
        each
        Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
        Event
        is in effect, the Group II Principal Distribution Amount shall be distributed
        in
        the following order of priority:

       

      (i) to
        the
        Holders of the Group II Certificates (allocated among the Classes of Group
        II
        Certificates in the priority described in Section 4.01(a)(5) below), until
        the
        Certificate Principal Balances of such Classes have been reduced to zero;
        and

       

      (ii) to
        the
        Holders of the Group I Certificates, after taking into account the distribution
        of the Group I Principal Distribution Amount as described in Section
        4.01(a)(3)(I) above, until the Certificate Principal Balance of such Class
        has
        been reduced to zero.

       

      (III) On
        each
        Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
        Event
        is in effect, the Trustee shall withdraw from the Distribution Account an
        amount
        equal to the sum of the Group I Principal Distribution Amount and the Group
        II
        Principal Distribution Amount remaining undistributed for such Distribution
        Date
        and shall distribute such amount sequentially to the Class M-1, Class M-2,
        Class
        M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and
        Class
        M-10 Certificates, in that order, in each case, until the Certificate Principal
        Balance of such Class has been reduced to zero.

       

      (IV) On
        each
        Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
        Event is not in effect, the Group I Principal Distribution Amount shall be
        distributed in the following order of priority:

       

      (i) to
        the
        Holders of the Group I Certificates, the Senior Group I Principal Distribution
        Amount, until the Certificate Principal Balance of such Class has been reduced
        to zero; and

       

      (ii) to
        the
        Holders of the Group II Certificates (allocated among the Classes of Group
        II
        Certificates in the priority described in Section 4.01(a)(5) below), after
        taking into account the distribution of the Group II Principal Distribution
        Amount as described in Section 4.01(a)(3)(V)(i) below, up to an amount equal
        to
        the Senior Group II Principal Distribution Amount remaining undistributed,
        until
        the Certificate Principal Balances of such Classes have been reduced to
        zero.

       

      (V) On
        each
        Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
        Event is not in effect, the Group II Principal Distribution Amount shall
        be
        distributed in the following order of priority:

       

      (i) to
        the
        Holders of the Group II Certificates (allocated among the Classes of Group
        II
        Certificates in the priority described in Section 4.01(a)(5) below), the
        Senior
        Group II Principal Distribution Amount, until the Certificate Principal Balances
        of such Classes have been reduced to zero; and

       

      (ii) to
        the
        Holders of the Group I Certificates, after taking into account the distribution
        of the Group I Principal Distribution Amount as described in Section
        4.01(a)(3)(IV)(i) above, up to an amount equal to the Senior Group I Principal
        Distribution Amount remaining undistributed, until the Certificate Principal
        Balance of such Class has been reduced to zero.

       

      (VI) On
        each
        Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
        Event is not in effect, the sum of the Group I Principal Distribution Amount
        and
        the Group II Principal Distribution Amount remaining undistributed for such
        Distribution Date shall be distributed in the following order of
        priority:

       

      (i) to
        the
        Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
        Amount, until the Certificate Principal Balance thereof has been reduced
        to
        zero;

       

      (ii) to
        the
        Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
        Amount, until the Certificate Principal Balance thereof has been reduced
        to
        zero;

       

      (iii) to
        the
        Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
        Amount, until the Certificate Principal Balance thereof has been reduced
        to
        zero;

       

      (iv) to
        the
        Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
        Amount, until the Certificate Principal Balance thereof has been reduced
        to
        zero;

       

      (v) to
        the
        Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
        Amount, until the Certificate Principal Balance thereof has been reduced
        to
        zero;

       

      (vi) to
        the
        Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution
        Amount, until the Certificate Principal Balance thereof has been reduced
        to
        zero;

       

      (vii) to
        the
        Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution
        Amount, until the Certificate Principal Balance thereof has been reduced
        to
        zero;

       

      (viii) to
        the
        Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
        Amount, until the Certificate Principal Balance thereof has been reduced
        to
        zero;

       

      (viii) to
        the
        Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
        Amount, until the Certificate Principal Balance thereof has been reduced
        to
        zero;

       

      (ix) to
        the
        Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution
        Amount, until the Certificate Principal Balance thereof has been reduced
        to
        zero.

       

      (4) On
        each
        Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
        follows:

       

      (i) to
        the
        Holders of the Class or Classes of Certificates then entitled to receive
        distributions in respect of principal, in an amount equal to the
        Overcollateralization Increase Amount, applied as part of the Group I Principal
        Distribution Amount or the Group II Principal Distribution Amount, as
        applicable, to reduce the Certificate Principal Balance of such Certificates
        until the aggregate Certificate Principal Balance of such Certificates is
        reduced to zero;

       

      (ii) sequentially,
        to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
        Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in
        that
        order, in each case up to the Interest Carry Forward Amount for each such
        Class
        of Mezzanine Certificates for such Distribution Date;

       

      (iii) sequentially,
        to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
        Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in
        that
        order, in each case up to the Allocated Realized Loss Amount for each such
        Class
        of Mezzanine Certificates for such Distribution Date;

       

      (iv) to
        the
        Net WAC Rate Carryover Reserve Account, the amount required by Section 4.11(b),
        without taking into account amounts received under the Interest Rate Swap
        Agreement;

       

      (v) to
        the
        Interest Rate Swap Provider, any Swap Termination Payment due to a Swap Provider
        Trigger Event, owed to the Interest Rate Swap Provider pursuant to the Interest
        Rate Swap Agreement;

       

      (vi) to
        the
        Holders of the Class CE Certificates, (a) the Interest Distribution Amount
        and
        any Overcollateralization Reduction Amount for such Distribution Date and
        (b) on
        any Distribution Date on which the Certificate Principal Balances of the
        Class A
        Certificates and the Mezzanine Certificates have been reduced to zero, any
        remaining amounts in reduction of the Certificate Principal Balance of the
        Class
        CE Certificates, until the Certificate Principal Balance thereof has been
        reduced to zero; and

       

      (vii) to
        the
        Holders of the Class R Certificates, any remaining amounts; provided that
        if
        such Distribution Date is the Distribution Date immediately following the
        expiration of the latest Prepayment Charge term as identified on the Mortgage
        Loan Schedule or any Distribution Date thereafter, then any such remaining
        amounts shall be distributed first, to the Holders of the Class P Certificates,
        until the Certificate Principal Balance thereof has been reduced to zero;
        and
        second, to the Holders of the Class R Certificates.

       

      (5) With
        respect to the Group II Certificates, all principal distributions will be
        distributed sequentially, to the Class A-2A, Class A-2B, Class A-2C and Class
        A-2D Certificates, in that order, until their respective Certificate Principal
        Balances have been reduced to zero.

       

      Notwithstanding
        the foregoing, if the aggregate Certificate Principal Balance of the Group
        II
        Certificates exceeds the aggregate Stated Principal Balance of the Group
        II
        Mortgage Loans plus amounts on deposit in the related Pre-Funding Reserve
        Account, principal distributions to the Classes of Group II Certificates
        will be
        allocated concurrently, on a pro rata basis.

       

      (b) On
        each
        Distribution Date, following the foregoing distributions, an amount equal
        to the
        amount of Subsequent Recoveries deposited into the Collection Account pursuant
        to Section 3.05 and included in the Available Funds for such Distribution
        Date
        shall be applied to increase the Certificate Principal Balance of the Class
        of
        Certificates with the Highest Priority up to the extent of such Realized
        Losses
        previously allocated to that Class of Certificates pursuant to Section 4.04.
        An
        amount equal to the amount of any remaining Subsequent Recoveries shall be
        applied to increase the Certificate Principal Balance of the Class of
        Certificates with the next Highest Priority, up to the amount of such Realized
        Losses previously allocated to that Class of Certificates pursuant to Section
        4.04, and so on. Holders of such Certificates shall not be entitled to any
        distribution in respect of interest on the amount of such increases for any
        Interest Accrual Period preceding the Distribution Date on which such increase
        occurs. Any such increases shall be applied to the Certificate Principal
        Balance
        of each Certificate of such Class in accordance with its respective Percentage
        Interest.

       

      (c) On
        each
        Distribution Date, after making the distributions of the Available Funds
        as set
        forth above, the Trustee shall first,
        withdraw from the Net WAC Rate Carryover Reserve Account all net income from
        the
        investment of funds in the Net WAC Rate Carryover Reserve Account and distribute
        such amount to the Holders of the Class CE Certificates, and second,
        withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of
        amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover
        Amount for such Distribution Date and distribute such amount as
        follows:

       

      first,
        concurrently, to each Class of Class A Certificates, the related Net WAC
        Rate
        Carryover Amount, on a pro
        rata
        basis
        based on such respective Net WAC Rate Carryover Amounts; and

       

      second,
        sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
        Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in
        that
        order, the related Net WAC Rate Carryover Amount.

       

      On
        each
        Distribution Date, the Trustee shall withdraw any amounts then on deposit
        in the
        Distribution Account that represent Prepayment Charges collected by the Master
        Servicer, Prepayment Charges payable by the Master Servicer pursuant to Section
        2.03(b)(ii)(A) and Master Servicer Prepayment Charge Payment Amounts payable
        by
        the Master Servicer pursuant to Section 2.03(b)(ii)(B), subject to Section
        2.03(b)(iii), in each case to the extent not related to Principal Prepayments
        occurring after the related Prepayment Period, and the Trustee shall distribute
        such amounts to the Holders of the Class P Certificates. Such distributions
        shall not be applied to reduce the Certificate Principal Balance of the Class
        P
        Certificates.

       

      (d) All
        distributions made with respect to each Class of Certificates on each
        Distribution Date shall be allocated pro
        rata
        among
        the outstanding Certificates in such Class based on their respective Percentage
        Interests. Payments in respect of each Class of Certificates on each
        Distribution Date shall be made to the Holders of the respective Class of
        record
        on the related Record Date (except as otherwise provided in Section 4.01(g)
        or
        Section 9.01 respecting the final distribution on such Class), based on the
        aggregate Percentage Interest represented by their respective Certificates,
        and
        shall be made by wire transfer of immediately available funds to the account
        of
        any such Holder at a bank or other entity having appropriate facilities
        therefor, if such Holder shall have so notified the Trustee in writing at
        least
        five (5) Business Days prior to the Record Date immediately prior to such
        Distribution Date, or otherwise by check mailed by first class mail to the
        address of such Holder appearing in the Certificate Register. The final
        distribution on each Certificate shall be made in like manner, but only upon
        presentment and surrender of such Certificate at the office of the Trustee
        maintained for such purpose pursuant to Section 8.12 or such other location
        specified in the notice to Certificateholders of such final
        distribution.

       

      Each
        distribution with respect to a Book-Entry Certificate shall be paid to the
        Depository, as Holder thereof, and the Depository shall be responsible for
        crediting the amount of such distribution to the accounts of its Depository
        Participants in accordance with its normal procedures. Each Depository
        Participant shall be responsible for disbursing such distribution to the
        Certificate Owners that it represents and to each indirect participating
        brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
        it acts as agent. Each brokerage firm shall be responsible for disbursing
        funds
        to the Certificate Owners that it represents. None of the Trustee, the
        Certificate Registrar, the Depositor or the Master Servicer shall have any
        responsibility therefor except as otherwise provided by this Agreement or
        applicable law.

       

      (e) The
        rights of the Certificateholders to receive distributions in respect of the
        Certificates, and all interests of the Certificateholders in such distributions,
        shall be as set forth in this Agreement. Neither the Holders of any Class
        of
        Certificates nor the Trustee nor the Master Servicer shall in any way be
        responsible or liable to the Holders of any other Class of Certificates in
        respect of amounts properly previously distributed on the
        Certificates.

       

      (f) On
        each
        Distribution Date, after making the distributions of the Available Funds,
        Net
        Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
        Reserve Account as set forth above, the Trustee shall distribute the amount
        on
        deposit in the Swap Account as follows:

       

      first,
        to the
        Interest Rate Swap Provider, any Net Swap Payment owed to the Interest Rate
        Swap
        Provider pursuant to the Interest Rate Swap Agreement for such Distribution
        Date;

       

      second,
        to the
        Interest Rate Swap Provider, any Swap Termination Payment owed to the Interest
        Rate Swap Provider not due to a Swap Provider Trigger Event pursuant to the
        Interest Rate Swap Agreement;

       

      third,
        concurrently, to each Class of Class A Certificates, the related Senior Interest
        Distribution Amount remaining undistributed after the distributions of the
        Group
        I Interest Remittance Amount and the Group II Interest Remittance Amount,
        on a
pro
        rata
        basis
        based on such respective remaining Senior Interest Distribution
        Amount;

       

      fourth,
        sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
        Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in
        that
        order, the related Interest Distribution Amount and Interest Carry Forward
        Amount, to the extent remaining undistributed after the distributions of
        the
        Group I Interest Remittance Amount, the Group II Interest Remittance Amount
        and
        the Net Monthly Excess Cashflow;

       

      fifth,
        concurrently, to each Class of Class A Certificates, the related Net WAC
        Rate
        Carryover Amount remaining unpaid after distributions from the Net WAC Rate
        Carryover Reserve Account, on a pro
        rata
        basis
        based on such respective remaining Net WAC Rate Carryover Amounts;

       

      sixth,
        sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
        Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in
        that
        order, the related Net WAC Rate Carryover Amount remaining unpaid after
        distributions from the Net WAC Rate Carryover Reserve Account;

       

      seventh,
        to the
        Holders of the Class or Classes of Certificates then entitled to receive
        distributions in respect of principal, in an amount necessary to maintain
        the
        applicable Overcollateralization Target Amount equal to the difference between
        (x) the Overcollateralization Increase Amount (for the purpose of this section
        only, without giving effect to clause (B) of the definition of
“Overcollateralization Increase Amount”) and (y) the amount distributed pursuant
        to Section 4.01(a)(4)(i) of this Agreement; and

       

      eighth,
        sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
        Class
        M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that
        order,
        in each case up to the related Allocated Realized Loss Amount related to
        such
        Certificates for such Distribution Date remaining undistributed after
        distribution of the Net Monthly Excess Cashflow.

       

      (g) Except
        as
        otherwise provided in Section 9.01, whenever the Trustee expects that the
        final
        distribution with respect to any Class of Certificates shall be made on the
        next
        Distribution Date, the Trustee shall, no later than five (5) days after the
        related Determination Date, mail to each Holder on such date of such Class
        of
        Certificates a notice to the effect that:

       

      (i) the
        Trustee expects that the final distribution with respect to such Class of
        Certificates shall be made on such Distribution Date, but only upon presentation
        and surrender of such Certificates at the office of the Trustee therein
        specified or its agent; and

       

      (ii) no
        interest shall accrue on such Certificates from and after the end of the
        related
        Interest Accrual Period.

       

      Any
        funds
        not distributed to any Holder or Holders of Certificates of such Class on
        such
        Distribution Date because of the failure of such Holder or Holders to tender
        their Certificates shall, on such date, be set aside and held in trust by
        the
        Trustee and credited to the account of the appropriate non-tendering Holder
        or
        Holders. If any Certificates as to which notice has been given pursuant to
        this
        Section 4.01(g) shall not have been surrendered for cancellation within six
        months after the time specified in such notice, the Trustee shall mail a
        second
        notice to the remaining non-tendering Certificateholders to surrender their
        Certificates for cancellation in order to receive the final distribution
        with
        respect thereto. If within one year after the second notice all such
        Certificates shall not have been surrendered for cancellation, the Trustee
        shall, directly or through an agent, mail a final notice to remaining
        non-tendering Certificateholders concerning surrender of their Certificates
        but
        shall continue to hold any remaining funds for the benefit of non-tendering
        Certificateholders. The costs and expenses of maintaining the funds in trust
        and
        of contacting such Certificateholders shall be paid out of the assets remaining
        in such trust fund. If within one year after the final notice any such
        Certificates shall not have been surrendered for cancellation, the Trustee
        shall
        pay to the Underwriters all remaining amounts, and all rights of non-tendering
        Certificateholders in or to such amounts shall thereupon cease. No interest
        shall accrue or be payable to any Certificateholder on any amount held in
        trust
        by the Trustee as a result of such Certificateholder’s failure to surrender its
        Certificate(s) for final payment thereof in accordance with this Section
        4.01(g).

       

      (h) Notwithstanding
        anything to the contrary herein, (i) in no event shall the Certificate Principal
        Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
        than
        once in respect of any particular amount both (a) allocated to such Certificate
        in respect of Realized Losses pursuant to Section 4.04 and (b) distributed
        to
        the Holder of such Certificate in reduction of the Certificate Principal
        Balance
        thereof pursuant to this Section 4.01 from Net Monthly Excess Cashflow and
        (ii)
        in no event shall the Uncertificated Balance of a REMIC Regular Interest
        be
        reduced more than once in respect of any particular amount both (a) allocated
        to
        such REMIC Regular Interest in respect of Realized Losses pursuant to Section
        4.04 and (b) distributed on such REMIC Regular Interest in reduction of the
        Uncertificated Balance thereof pursuant to this Section 4.01. 

       

      (i) It
        is the
        intention of all of the parties hereto that the Class CE Certificates receive
        all principal and interest received by the Trust on the Mortgage Loans that
        is
        not otherwise distributable to any other Class of Regular Certificates or
        REMIC
        Regular Interests. If the Trustee determines that the Residual Certificates
        are
        entitled to any distributions, the Trustee, prior to any such distribution
        to
        any Residual Certificate, shall notify the Depositor of such impending
        distribution. Upon such notification, the Depositor will request an amendment
        to
        the Pooling and Servicing Agreement to revise such mistake in the distribution
        provisions. The Residual Certificate Holders, by their acceptance of their
        Certificates, and the Master Servicer hereby agree and no further consent
        shall
        be necessary (other than the consent of the NIMS Insurer), notwithstanding
        anything to the contrary in Section 11.01 herein.

       

      SECTION
        4.02. Statements
        to Certificateholders.

       

      On
        each
        Distribution Date, the Trustee shall prepare and make available to each Holder
        of the Regular Certificates, the Interest Rate Swap Provider and the NIMS
        Insurer, a statement (the “Monthly Statement”) as to the distributions made on
        such Distribution Date setting forth:

       

      (i) the
        amount of the distribution made on such Distribution Date to the Holders
        of the
        Certificates of each Class allocable to principal, and the amount of
        distribution made on such Distribution Date to the Holders of the Class P
        Certificates allocable to Prepayment Charges or Master Servicer Prepayment
        Charge Payment Amounts;

       

      (ii) the
        amount of the distribution made on such Distribution Date to the Holders
        of the
        Certificates of each Class allocable to interest;

       

      (iii) the
        aggregate Servicing Fee received by the Master Servicer during the related
        Due
        Period, the Trustee Fee paid to the Trustee on such Distribution Date and
        such
        other customary information as the Trustee deems necessary or desirable,
        or
        which a Certificateholder reasonably requests, to enable Certificateholders
        to
        prepare their tax returns;

       

      (iv) the
        aggregate amount of Advances for such Distribution Date (including the general
        purpose of such Advance, in the aggregate, so long as such information is
        provided to the Trustee by the Master Servicer) and the aggregate amount
        of
        unreimbursed Advances and the aggregate amount of Advances reimbursed to
        the
        Master Servicer from amounts on deposit in the Collection Account;

       

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

       

      (vi) the
        number, aggregate Stated Principal Balance, weighted average remaining term
        to
        maturity and weighted average Mortgage Rate of the Mortgage Loans as of the
        related Due Date and the number and aggregate Stated Principal Balance of
        all
        Subsequent Mortgage Loans added during the related Due Period;

       

      (vii) the
        number and aggregate unpaid Stated Principal Balance of Mortgage Loans (a)
        delinquent 30-59 days, (b) delinquent 60-89 days, (c) delinquent 90 or more
        days, in each case, as of the last day of the preceding calendar month, (d)
        as
        to which foreclosure proceedings have been commenced and (e) with respect
        to
        which the related Mortgagor has filed for protection under applicable bankruptcy
        laws, with respect to whom bankruptcy proceedings are pending or with respect
        to
        whom bankruptcy protection is in force;

       

      (viii) with
        respect to any Mortgage Loan that became an REO Property during the preceding
        calendar month, the loan number of such Mortgage Loan, the unpaid Stated
        Principal Balance and the Stated Principal Balance of such Mortgage Loan
        as of
        the date it became an REO Property;

       

      (ix) the
        book
        value and the Stated Principal Balance of any REO Property as of the close
        of
        business on the last Business Day of the calendar month preceding the
        Distribution Date;

       

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

       

      (xi) the
        aggregate amount of Realized Losses incurred during the related Prepayment
        Period (or, in the case of Bankruptcy Losses allocable to interest, during
        the
        related Due Period), separately identifying whether such Realized Losses
        constituted Bankruptcy Losses and the aggregate amount of Realized Losses
        incurred since the Closing Date and the aggregate amount of Subsequent
        Recoveries received during the related Prepayment Period and the aggregate
        amount of Subsequent Recoveries received since the Closing Date;

       

      (xii) the
        aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
        Collection Account or the Distribution Account for such Distribution Date
        and
        the reason for such expense as identified to the Trustee, identifying to
        whom
        such amount was paid;

       

      (xiii) the
        aggregate Certificate Principal Balance of each Class of Certificates, after
        giving effect to the distributions, and allocations of Realized Losses, made
        on
        such Distribution Date, separately identifying any reduction thereof due
        to
        allocations of Realized Losses;

       

      (xiv) the
        Certificate Factor for each such Class of Certificates applicable to such
        Distribution Date;

       

      (xv) the
        Interest Distribution Amount in respect of the Class A Certificates, the
        Mezzanine Certificates and the Class CE Certificates for such Distribution
        Date
        and the Interest Carry Forward Amount, if any, with respect to the Class
        A
        Certificates and the Mezzanine Certificates on such Distribution Date, and
        in
        the case of the Adjustable-Rate Certificates and the Class CE Certificates,
        separately identifying any reduction thereof due to allocations of Realized
        Losses, Prepayment Interest Shortfalls and Relief Act Interest
        Shortfalls;

       

      (xvi) the
        aggregate amount of any Prepayment Interest Shortfall for such Distribution
        Date, to the extent not covered by payments by the Master Servicer pursuant
        to
        Section 4.03(e) or allocated to the Class CE Certificates;

       

      (xvii) the
        aggregate amount of Relief Act Interest Shortfalls for such Distribution
        Date;

       

      (xviii) the
        Net
        Monthly Excess Cashflow, the Overcollateralized Amount, Overcollateralization
        Target Amount and the Credit Enhancement Percentage for such Distribution
        Date;

       

      (xix) the
        Overcollateralization Increase Amount, if any, for such Distribution
        Date;

       

      (xx) the
        Overcollateralization Reduction Amount, if any, for such Distribution
        Date;

       

      (xxi) with
        respect to any Mortgage Loan as to which foreclosure proceedings have been
        concluded, the loan number and unpaid Stated Principal Balance of such Mortgage
        Loan as of the date of such conclusion of foreclosure proceedings;

       

      (xxii) with
        respect to Mortgage Loans as to which a Final Liquidation has occurred, the
        number of Mortgage Loans, the unpaid Stated Principal Balance of such Mortgage
        Loans as of the date of such Final Liquidation and the amount of proceeds
        (including Liquidation Proceeds and Insurance Proceeds) collected in respect
        of
        such Mortgage Loans; 

       

      (xxiii) the
        respective Pass-Through Rates applicable to the Class A Certificates, the
        Mezzanine Certificates and the Class CE Certificates for such Distribution
        Date
        and the Pass-Through Rate applicable to the Adjustable-Rate Certificates
        for the
        immediately succeeding Distribution Date;

       

      (xxiv) the
        amount on deposit in the Net WAC Rate Carryover Reserve Account as of the
        Determination Date;

       

      (xxv) whether
        a
        Trigger Event is in effect;

       

      (xxvi) the
        Net
        WAC Rate Carryover Amount for the Class A Certificates and the Mezzanine
        Certificates, if any, for such Distribution Date, the amount remaining unpaid
        after reimbursements therefor on such Distribution Date;

       

      (xxvii) the
        amount of any Net Swap Payments or Swap Termination Payments;

       

      (xxviii) 
        for the
        distribution occurring on the Distribution Date immediately following the
        end of
        the Funding Period, the final balance withdrawn from the Pre-Funding Accounts
        pursuant to Section 4.07 that was not used to purchase Subsequent Mortgage
        Loans
        and that is being distributed to the related Class A Certificateholders as
        a
        mandatory prepayment of principal, if any, on such Distribution
        Date;

       

      (xxix) all
        amounts received on the Mortgage Loans during the related Due Period and
        the
        related Prepayment Period and any amounts received from any other source
        used to
        make distributions on the Certificates, separately identifying the source
        thereof;

       

      (xxx) the
        amount on deposit in the Collection Account as of the end of the related
        Due
        Period, the amount on deposit in the Distribution Account and any other account
        maintained for the benefit of the certificateholders as of the last Business
        Day
        of the immediately preceding calendar month, and any material account activity
        during such preceding month (which has not been otherwise reported);


       

      (xxxi) the
        aggregate principal balance of each Class of Certificates issued by the Trust
        Fund as of such Distribution Date after giving effect to all distributions
        and
        allocations made on such Distribution Date, separately identifying any reduction
        in the Certificate Principal Balance due to the allocation of any Realized
        Loss;

       

      (xxxii) to
        the
        extent provided by the Master Servicer (A) the amount of payments received
        from
        the Master Servicer related to claims under each PMI Policy during the related
        Prepayment Period (and the number of Mortgage Loans to which such payments
        related) and (B) the cumulative amount of payments received related to claims
        under each PMI Policy since the Closing Date (and the number of Mortgage
        Loans
        to which such payments related); and

       

      (xxxiii)
        to the extent provided by the Master Servicer (A) the dollar amount of claims
        made under each PMI Policy that were denied (as identified by the Master
        Servicer) during the Prepayment Period (and the number of Mortgage Loans
        to
        which such denials related) and (B) the dollar amount of the cumulative claims
        made under each PMI Policy that were denied since the Closing Date (and the
        number of Mortgage Loans to which such denials related).

       

      With
        respect to the items described in (v), (vi), (vii), (viii), (x), (xi) and
        (xxii)
        above, the Trustee shall set forth such information with respect to each
        Loan
        Group and with respect to the Mortgage Pool.

       

      The
        Trustee shall make such Monthly Statement (and, at its option, any additional
        files containing the same information in an alternative format) available
        each
        month to the Certificateholders, the NIMS Insurer, the Master Servicer and
        the
        Rating Agencies via the Trustee’s internet website. The Trustee’s internet
        website shall initially be located at https://www.tss.db.com/invr. Assistance
        in
        using the website can be obtained by calling the Trustee’s investor relations
        desk at (800) 735-7777. Parties that are unable to use the above distribution
        options are entitled to have a paper copy mailed to them via first class
        mail by
        calling the investor relations desk and indicating such. The Trustee shall
        have
        the right to change the way such Monthly Statements are distributed in order
        to
        make such distribution more convenient and/or more accessible to the above
        parties and the Trustee shall provide timely and adequate notification to
        all
        above parties regarding any such changes. 

       

      In
        the
        case of information furnished pursuant to subclauses (i) through (iii) above,
        the amounts shall be expressed as a dollar amount per Single Certificate
        of the
        relevant Class.

       

      Within
        a
        reasonable period of time after the end of each calendar year, the Trustee
        shall
        furnish to the NIMS Insurer and each Person who at any time during the calendar
        year was a Holder of a Regular Certificate a statement containing the
        information set forth in subclauses (i) through (iii) above, aggregated for
        such
        calendar year or applicable portion thereof during which such person was
        a
        Certificateholder. Such obligation of the Trustee shall be deemed to have
        been
        satisfied to the extent that substantially comparable information shall be
        provided by the Trustee pursuant to any requirements of the Code as from
        time to
        time are in force.

       

      Within
        a
        reasonable period of time after the end of each calendar year, the Trustee
        shall
        furnish to the NIMS Insurer and each Person who at any time during the calendar
        year was a Holder of a Residual Certificate a statement setting forth the
        amount, if any, actually distributed with respect to the Residual Certificates,
        as appropriate, aggregated for such calendar year or applicable portion thereof
        during which such Person was a Certificateholder. Such obligation of the
        Trustee
        shall be deemed to have been satisfied to the extent that substantially
        comparable information shall be prepared by the Trustee and furnished to
        such
        Holders pursuant to the rules and regulations of the Code as are in force
        from
        time to time.

       

      The
        Trustee shall, upon request, furnish to each Certificateholder or Certificate
        Owner and the NIMS Insurer, during the term of this Agreement, such periodic,
        special, or other reports or information, whether or not provided for herein,
        as
        shall be reasonable with respect to the Certificateholder or Certificate
        Owner,
        or otherwise with respect to the purposes of this Agreement, all such reports
        or
        information to be provided at the expense of the Certificateholder or
        Certificate Owner in accordance with such reasonable and explicit instructions
        and directions as the Certificateholder or Certificate Owner may provide.
        For
        purposes of this Section 4.02, the Trustee’s duties are limited to the extent
        that the Trustee receives timely reports as required from the Master
        Servicer.

       

      On
        each
        Distribution Date the Trustee shall provide Bloomberg Financial Markets,
        L.P.
        (“Bloomberg”) CUSIP level factors for each Class of Certificates as of such
        Distribution Date, using a format and media mutually acceptable to the Trustee
        and Bloomberg.

       

      SECTION
        4.03. Remittance
        Reports and Other Reports to the Trustee; Advances; Payments in Respect of
        Prepayment Interest Shortfalls.

       

      (a) On
        the
        Master Servicer Reporting Date, the Master Servicer shall deliver to the
        Trustee
        and the NIMS Insurer by telecopy (or by such other means as the Master Servicer,
        the Trustee and the NIMS Insurer may agree from time to time) a Remittance
        Report with respect to the related Distribution Date. Such Remittance Report
        shall include (i) the amount of Advances to be made by the Master Servicer
        in
        respect of the related Distribution Date, the aggregate amount of Advances
        outstanding after giving effect to such Advances, and the aggregate amount
        of
        Nonrecoverable Advances in respect of such Distribution Date and (ii) such
        other
        information with respect to the Mortgage Loans as the Trustee may reasonably
        require to perform the calculations necessary to make the distributions
        contemplated by Section 4.01 and to prepare the Monthly Statements to
        Certificateholders contemplated by Section 4.02. The Trustee shall not be
        responsible to recompute, recalculate or verify any information provided
        to it
        by the Master Servicer.

       

      Not
        later
        than fifteen days after each Distribution Date, the Master Servicer shall
        forward to the Trustee, the NIMS Insurer and the Depositor a statement prepared
        by the Master Servicer setting forth the status of the Collection Account
        as of
        the close of business on such Distribution Date and showing, for the period
        covered by such statement, the aggregate amount of deposits into and withdrawals
        from the Collection Account of each category of deposit specified in Section
        3.04(b) and each category of withdrawal specified in Section 3.05. Such
        statement may be in the form of the then current Fannie Mae Monthly Accounting
        Report for its Guaranteed Mortgage Pass-Through Program with appropriate
        additions and changes, and shall also include information as to the aggregate
        of
        the outstanding Stated Principal Balances of all of the Mortgage Loans as
        of the
        last day of the calendar month immediately preceding such Distribution Date.
        Copies of such statement shall be provided by the Trustee to any
        Certificateholder and to any Person identified to the Trustee as a prospective
        transferee of a Certificate, upon request at the expense of the requesting
        party, provided such statement is delivered by the Master Servicer to the
        Trustee.

       

      (b) The
        amount of Advances to be made by the Master Servicer for any Distribution
        Date
        shall equal, subject to Section 4.03(d), the sum of (i) the aggregate amount
        of
        Monthly Payments (with each interest portion thereof net of the related
        Servicing Fee), due on the related Due Date in respect of the Mortgage Loans,
        which Monthly Payments were delinquent as of the close of business on the
        related Determination Date and (ii) with respect to each REO Property, which
        REO
        Property was acquired during or prior to the related Prepayment Period and
        as to
        which such REO Property an REO Disposition did not occur during the related
        Prepayment Period, an amount equal to the excess, if any, of the Monthly
        Payments (with each interest portion thereof net of the related Servicing
        Fee)
        that would have been due on the related Due Date in respect of the related
        Mortgage Loans, over the net income from such REO Property transferred to
        the
        Distribution Account pursuant to Section 3.13 for distribution on such
        Distribution Date.

       

      On
        or
        before 3:00 p.m. New York time on the Master Servicer Remittance Date, the
        Master Servicer shall remit in immediately available funds to the Trustee
        for
        deposit in the Distribution Account an amount equal to the aggregate amount
        of
        Advances, if any, to be made in respect of the Mortgage Loans and REO Properties
        for the related Distribution Date either (i) from its own funds or (ii) from
        the
        Collection Account, to the extent of funds held therein for future distribution
        (in which case, it shall cause to be made an appropriate entry in the records
        of
        the Collection Account that amounts held for future distribution have been,
        as
        permitted by this Section 4.03, used by the Master Servicer in discharge
        of any
        such Advance) or (iii) in the form of any combination of (i) and (ii)
        aggregating the total amount of Advances to be made by the Master Servicer
        with
        respect to the Mortgage Loans and REO Properties. Any amounts held for future
        distribution used by the Master Servicer to make an Advance as permitted
        in the
        preceding sentence or withdrawn by the Master Servicer as permitted in Section
        3.05(a)(vii) in reimbursement of Advances previously made shall be appropriately
        reflected in the Master Servicer’s records and replaced by the Master Servicer
        by deposit in the Collection Account on or before any future Master Servicer
        Remittance Date to the extent that the Available Funds for the related
        Distribution Date (determined without regard to Advances to be made on the
        Master Servicer Remittance Date) shall be less than the total amount that
        would
        be distributed to the Classes of Certificateholders pursuant to Section 4.01
        on
        such Distribution Date if such amounts held for future distributions had
        not
        been so used to make Advances. The Trustee shall provide notice to the Master
        Servicer and the NIMS Insurer by telecopy by the close of business on any
        Master
        Servicer Remittance Date in the event that the amount remitted by the Master
        Servicer to the Trustee on such date is less than the Advances required to
        be
        made by the Master Servicer for the related Distribution Date.

       

      (c) The
        obligation of the Master Servicer to make such Advances is mandatory,
        notwithstanding any other provision of this Agreement but subject to (d)
        below,
        and, with respect to any Mortgage Loan or REO Property, shall continue until
        a
        Final Recovery Determination in connection therewith or the removal thereof
        from
        REMIC I pursuant to any applicable provision of this Agreement, except as
        otherwise provided in this Section.

       

      (d) Notwithstanding
        anything herein to the contrary, no Advance or Servicing Advance shall be
        required to be made hereunder by the Master Servicer if such Advance or
        Servicing Advance would, if made, constitute a Nonrecoverable Advance or
        Nonrecoverable Servicing Advance. The determination by the Master Servicer
        that
        it has made a Nonrecoverable Advance or a Nonrecoverable Servicing Advance
        or
        that any proposed Advance or Servicing Advance, if made, would constitute
        a
        Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively,
        shall
        be evidenced by an Officers’ Certificate of the Master Servicer delivered to the
        Trustee and the NIMS Insurer.

       

      (e) The
        Master Servicer shall deliver to the Trustee for deposit into the Distribution
        Account on or before 3:00 p.m. New York time on the Master Servicer Remittance
        Date from its own funds an amount (“Compensating Interest”) equal to the lesser
        of (i) the aggregate of the Prepayment Interest Shortfalls for the related
        Distribution Date resulting solely from Principal Prepayments during the
        related
        Prepayment Period and (ii) the amount of its aggregate Servicing Fee for
        the
        most recently ended calendar month. The Master Servicer shall not have the
        right
        to reimbursement for any amounts remitted to the Trustee in respect of
        Prepayment Interest Shortfalls. Such amounts so remitted shall be included in
        the Available Funds and distributed therewith on the next Distribution Date.
        The
        Master Servicer shall not be obligated to pay any amounts with respect to
        Relief
        Act Interest Shortfalls.

       

      (f) At
        the
        request of a Holder of a Class CE, Class P or Residual Certificate, the Master
        Servicer shall forward to such Holder any statements or reports provided
        to the
        Trustee by the Master Servicer pursuant to this Section 4.03 and other loan
        level information relating to the Mortgage Loans as reasonably requested
        by such
        Holder, provided, that such requesting Holder (i) enters into an agreement
        with
        the Master Servicer, at the satisfaction of the Master Servicer, regarding
        certain procedures with respect to the release of such information and (ii)
        agrees to cover all expenses in connection with such request.

       

      SECTION
        4.04. Allocation
        of Realized Losses.

       

      (a) On
        or
        before each Determination Date, the Master Servicer shall determine as to
        each
        Mortgage Loan and REO Property: (i) the total amount of Realized Losses,
        if any,
        incurred in connection with any Final Recovery Determinations made during
        the
        related Prepayment Period; (ii) whether and the extent to which such Realized
        Losses constituted Bankruptcy Losses; and (iii) the respective portions of
        such
        Realized Losses allocable to interest and allocable to principal. On or before
        each Determination Date, the Master Servicer shall also determine as to each
        Mortgage Loan: (A) the total amount of Realized Losses, if any, incurred
        in
        connection with any Deficient Valuations made during the related Prepayment
        Period; and (B) the total amount of Realized Losses, if any, incurred in
        connection with Debt Service Reductions in respect of Monthly Payments due
        during the related Due Period. The information described in the two preceding
        sentences that is to be supplied by the Master Servicer shall be evidenced
        by an
        Officers’ Certificate delivered to the Trustee by the Master Servicer on the
        Master Servicer Reporting Date immediately following the end of (x) in the
        case
        of Bankruptcy Losses allocable to interest, the Due Period during which any
        such
        Realized Loss was incurred, and (y) in the case of all other Realized Losses,
        the Prepayment Period during which any such Realized Loss was
        incurred.

       

      (b) All
        Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
        each
        Distribution Date as follows: first,
        in
        reduction of interest accrued on and otherwise distributable to the Class
        CE
        Certificates to the extent of Net Monthly Excess Cashflow used to pay principal
        on the Class A Certificates and the Mezzanine Certificates under clause (i)
        of
        Section 4.01 hereof; second,
        in
        reduction of interest accrued on and otherwise distributable to the Class
        CE
        Certificates to the extent of Net Monthly Excess Cashflow available for
        distribution pursuant to clauses (ii) through (vi) of Section 4.01(a)(4)
        hereof;
        and third,
        in
        reduction of the Certificate Principal Balance of the Class CE Certificates
        (determined after taking into account all distributions made on the Certificates
        on such Distribution Date), until the Certificate Principal Balance thereof
        has
        been reduced to zero. If on any Distribution Date, after all distributions
        are
        made by the Trustee pursuant to Section 4.01 hereof, the aggregate Certificate
        Principal Balance of the Class A Certificates, the Mezzanine Certificates
        and
        the Class P Certificates exceeds the sum of the Stated Principal Balance
        of the
        Mortgage Loans as of the last day of the related Due Period (after taking
        into
        account prepayments during the related Prepayment Period), the amount of
        such
        excess shall be allocated, : first, to the Class M-10 Certificates, until
        the
        Certificate Principal Balance thereof has been reduced to zero, second, to
        the
        Class M-9 Certificates, until the Certificate Principal Balance thereof has
        been
        reduced to zero, third, to the Class M-8 Certificates, until the Certificate
        Principal Balance thereof has been reduced to zero, fourth, to the Class
        M-7
        Certificates, until the Certificate Principal Balance thereof has been reduced
        to zero, fifth, to the Class M-6 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero, sixth, to the Class M-5 Certificates,
        until the Certificate Principal Balance thereof has been reduced to zero,
        seventh, to the Class M-4 Certificates, until the Certificate Principal Balance
        thereof has been reduced to zero, eighth, to the Class M-3 Certificates,
        until
        the Certificate Principal Balance thereof has been reduced to zero, ninth,
        to
        the Class M-2 Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero, and tenth, to the Class M-1 Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero. All Realized
        Losses to be allocated to the Certificate Principal Balances of all Classes
        on
        any Distribution Date shall be so allocated after the actual distributions
        to be
        made on such date as provided above.

       

      Any
        such
        allocation to a Class of Mezzanine Certificates on any Distribution Date
        shall
        be made by reducing the Certificate Principal Balance thereof (after the
        actual
        distributions to be made on such Distribution Date pursuant to Section 4.01
        hereof) by the amount so allocated; any allocation of Realized Losses to
        a Class
        CE Certificate shall be made by reducing the amount otherwise payable in
        respect
        thereof pursuant to Section 4.01(a)(4)(v). No allocations of any Realized
        Losses
        shall be made to the Certificate Principal Balances of the Class A Certificates
        or the Class P Certificates.

       

      As
        used
        herein, an allocation of a Realized Loss on a “pro
        rata
        basis”
among two or more specified Classes of Certificates means an allocation on
        a
pro
        rata
        basis,
        among the various Classes so specified, to each such Class of Certificates
        on
        the basis of their then outstanding Certificate Principal Balances prior
        to
        giving effect to distributions to be made on such Distribution Date. All
        Realized Losses and all other losses allocated to a Class of Certificates
        hereunder shall be allocated among the Certificates of such Class in proportion
        to the Percentage Interests evidenced thereby.

       

      (c) All
        Realized Losses on the Group I Mortgage Loans shall be allocated by the Trustee
        on each Distribution Date to the REMIC I Regular Interest LT1 and REMIC I
        Regular Interest LT1PF until the Uncertificated Principal Balance of each
        such
        REMIC I Regular Interest has been reduced to zero; provided however, with
        respect to the first three Distribution Dates, all Realized Losses on the
        Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest
        LT1 until the Uncertificated Principal Balance of each such REMIC I Regular
        Interest has been reduced to zero, and all Realized Losses on the Subsequent
        Group I Mortgage Loans shall be allocated to REMIC I Regular Interest LT1PF
        until the Uncertificated Principal Balance thereof has been reduced to zero.
        All
        Realized Losses on the Group II Mortgage Loans shall be allocated by the
        Trustee
        on each Distribution Date to the REMIC I Regular Interest LT2 and REMIC I
        Regular Interest LT2PF until the Uncertificated Principal Balance of each
        such
        REMIC I Regular Interest has been reduced to zero; provided however, with
        respect to the first three Distribution Dates, all Realized Losses on the
        Initial Group II Mortgage Loans shall be allocated to REMIC I Regular Interest
        LT2 until the Uncertificated Principal Balance of each such REMIC I Regular
        Interest has been reduced to zero, and all Realized Losses on the Subsequent
        Group II Mortgage Loans shall be allocated to REMIC I Regular Interest LT2PF
        until the Uncertificated Principal Balance thereof has been reduced to
        zero.

       

      All
        Realized Losses on the Group I Loans shall be allocated on each Distribution
        Date
        to REMIC
        II Regular Interest I until the Uncertificated Balance of such REMIC II Regular
        Interest has been reduced to zero and second, to REMIC II Regular Interest
        I-1-A
        through REMIC II Regular Interest I-50-B, starting with the lowest numerical
        denomination until such REMIC II Regular Interest has been reduced to zero,
        provided that, for REMIC II Regular Interests with the same numerical
        denomination, such Realized Losses shall be allocated pro
        rata
        between
        such REMIC II Regular Interests. All Realized Losses on the Group II Loans
        shall
        be allocated on each Distribution Date first, to REMIC II Regular Interest
        II
        until the Uncertificated Balance of such REMIC II Regular Interest has been
        reduced to zero and second, to REMIC II Regular Interest II-1-A through REMIC
        II
        Regular Interest II-50-B, starting with the lowest numerical denomination
        until
        such REMIC II Regular Interest has been reduced to zero, provided that, for
        REMIC II Regular Interests with the same numerical denomination, such Realized
        Losses shall be allocated pro
        rata
        between
        such REMIC II Regular Interests.

       

      The
        REMIC
        III Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
        shall be allocated by the Trustee on each Distribution Date to the following
        REMIC III Regular Interests in the specified percentages, as follows: first,
        to
        Uncertificated Interest payable to the REMIC III Regular Interest III-LTAA
        and
        REMIC III Regular Interest III-LTZZ up to an aggregate amount equal to the
        REMIC
        II Interest Loss Allocation Amount, 98% and 2%, respectively; second, to
        the
        Uncertificated Balances of the REMIC III Regular Interest III-LTAA and REMIC
        III
        Regular Interest III-LTZZ up to an aggregate amount equal to the REMIC II
        Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
        Uncertificated Balances of REMIC III Regular Interest III-LTAA, REMIC III
        Regular Interest III-LTM10 and REMIC III Regular Interest III-LTZZ, 98%,
        1% and
        1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest
        III-LTM10 has been reduced to zero; fourth, to the Uncertificated Balances
        of
        REMIC III Regular Interest III-LTAA, REMIC III Regular Interest III-LTM9
        and
        REMIC III Regular Interest III-LTZZ, 98%, 1% and 1%, respectively, until
        the
        Uncertificated Balance of REMIC III Regular Interest III-LTM9 has been reduced
        to zero; fifth, to the Uncertificated Balances of REMIC III Regular Interest
        III-LTAA, REMIC III Regular Interest III-LTM8 and REMIC III Regular Interest
        III-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
        of
        REMIC III Regular Interest III-LTM8 has been reduced to zero; sixth, to the
        Uncertificated Balances of REMIC III Regular Interest III-LTAA, REMIC III
        Regular Interest III-LTM7 and REMIC III Regular Interest III-LTZZ, 98%, 1%
        and
        1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest
        III-LTM7 has been reduced to zero; seventh, to the Uncertificated Balances
        of
        REMIC III Regular Interest III-LTAA, REMIC III Regular Interest III-LTM6
        and
        REMIC III Regular Interest III-LTZZ, 98%, 1% and 1%, respectively, until
        the
        Uncertificated Balance of REMIC III Regular Interest III-LTM6 has been reduced
        to zero; eighth, to the Uncertificated Balances of REMIC III Regular Interest
        III-LTAA, REMIC III Regular Interest III-LTM5 and REMIC III Regular Interest
        III-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
        of
        REMIC III Regular Interest III-LTM5 has been reduced to zero; ninth, to the
        Uncertificated Balances of REMIC III Regular Interest III-LTAA, REMIC III
        Regular Interest III-LTM4 and REMIC III Regular Interest III-LTZZ, 98%, 1%
        and
        1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest
        III-LTM4 has been reduced to zero; tenth, to the Uncertificated Balances
        of
        REMIC III Regular Interest III-LTAA, REMIC III Regular Interest III-LTM3
        and
        REMIC III Regular Interest III-LTZZ, 98%, 1% and 1%, respectively, until
        the
        Uncertificated Balance of REMIC III Regular Interest III-LTM3 has been reduced
        to zero; eleventh, to the Uncertificated Balances of REMIC III Regular Interest
        III-LTAA, REMIC III Regular Interest III-LTM2 and REMIC III Regular Interest
        III-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
        of
        REMIC III Regular Interest III-LTM2 has been reduced to zero; and twelfth,
        to
        the Uncertificated Balances of REMIC III Regular Interest III-LTAA, REMIC
        III
        Regular Interest III-LTM1 and REMIC III Regular Interest III-LTZZ, 98%, 1%
        and
        1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest
        III-LTM1 has been reduced to zero.

       

      The
        REMIC
        III Sub WAC Allocation Percentage of all Realized Losses shall be applied
        after
        all distributions have been made on each Distribution Date first, so as to
        keep
        the Uncertificated Balance of each REMIC III Regular Interest ending with
        the
        designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of
        the Mortgage Loans in the related Loan Group; second, to each REMIC III Regular
        Interest ending with the designation “SUB,” so that the Uncertificated Balance
        of each such REMIC III Regular Interest is equal to 0.01% of the excess of
        (x)
        the aggregate Stated Principal Balance of the Mortgage Loans in the related
        Loan
        Group over (y) the current Certificate Principal Balance of the Class A
        Certificate in the related Loan Group (except that if any such excess is
        a
        larger number than in the preceding distribution period, the least amount
        of
        Realized Losses shall be applied to such REMIC III Regular Interests such
        that
        the REMIC III Subordinated Balance Ratio is maintained); and third, any
        remaining Realized Losses shall be allocated to REMIC III Regular Interest
        II-LTXX.

       

      All
        Realized Losses shall be allocated on each Distribution Date in the same
        manner
        and priority as such Realized Losses are allocated to the Corresponding
        Certificates.

       

      SECTION
        4.05. Compliance
        with Withholding Requirements.

       

      Notwithstanding
        any other provision of this Agreement, the Trustee shall comply with all
        federal
        withholding requirements respecting payments to Certificateholders of interest
        or original issue discount that the Trustee reasonably believes are applicable
        under the Code. The consent of Certificateholders shall not be required for
        such
        withholding. In the event the Trustee does withhold any amount from interest
        or
        original issue discount payments or advances thereof to any Certificateholder
        pursuant to federal withholding requirements, the Trustee shall indicate
        the
        amount withheld to such Certificateholders.

       

      SECTION
        4.06. Commission
        Reporting.

       

      (a)           (i) The
        Trustee and the Master Servicer shall reasonably cooperate with the Depositor
        in
        connection with the Trust Fund’s satisfying the reporting requirements under the
        Exchange Act.

       

      (ii) Within
        15
        days after each Distribution Date, the Trustee shall, pursuant to Rule 13a-17
        or
        Rule 15d-17 of the Exchange Act, file with the Commission via the Electronic
        Data Gathering and Retrieval System (“EDGAR”), a report on Form 10-D
        (“Distribution Report”), signed by the Depositor, that includes a copy of the
        Monthly Statement to be furnished by the Trustee to the Certificateholders
        for
        such Distribution Date pursuant to Section 4.02 and such other information
        required to be reported by the Trust on Form 10-D, provided, however, that
        such
        information is provided to the Trustee in EDGAR-compatible form at the email
        address set forth in Section 11.05 (with a copy to the Depositor) on or prior
        to
        the related Distribution Date prior to the applicable filing deadline. The
        Trustee will compile the information provided by the Depositor, Master Servicer
        and any other parties in the Form 10-D and provide such completed Form 10-D
        to
        the Depositor to review and verify the completed Form 10-D. The Depositor
        shall
        sign the completed Form 10-D and deliver such signed Form 10-D to the Trustee
        by
        no later than two Business Days prior to the applicable filing date. The
        Trustee
        shall not be responsible for determining what information is required to
        be
        filed on Form 10-D (unless such information is specific to the Trustee, in
        which
        case the Trustee will be responsible for making such determination). The
        Trustee
        shall have no liability for any loss, expense, damage or claim arising out
        of or
        with respect to any failure to properly prepare or timely file such Form
        10-D,
        where such failure results from the Trustee’s failure to receive, on a timely
        basis as required by this paragraph, any required information from any other
        party hereto needed to prepare, arrange for execution or file such Form 10-D.
        Any disclosure in addition to the Monthly Statement that is required to be
        included on Form 10-D shall be approved by the Depositor and provided to
        the
        Trustee as described in clause (a)(v) below.

       

      (iii) For
        so
        long as the Trust is subject to the Exchange Act reporting requirements,
        no
        later than 12:00 noon on the second Business Day after the occurrence of
        an
        event requiring disclosure on Form 8-K (each such event, a “Reportable Event”)
        (i) the parties set forth in Exhibit N shall be required pursuant to Section
        4.06(a)(v) below to provide to the Trustee and the Depositor, to the extent
        known, in EDGAR-compatible form, or in such other form as otherwise agreed
        upon
        by the Trustee and the Depositor and such party, the form and substance of
        any
        disclosure or information related to a Reportable Event or that is otherwise
        required to be included on Form 8-K (“Form 8-K Disclosure Information”), if
        applicable, and (ii) the Depositor will approve, as to form and substance,
        or
        disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
        Information on Form 8-K. The Depositor will be responsible for any reasonable
        fees and expenses assessed or incurred by the Trustee in connection with
        including any Form 8-K Disclosure Information on Form 8-K pursuant to this
        Section 4.06(a)(iii). Within four (4) Business Days after the occurrence
        of a
        Reportable Event, the Depositor shall prepare and the Trustee shall file
        on
        behalf of the Trust any Form 8-K, as required by the Exchange Act, provided
        that
        the Depositor shall file the initial Form 8-K in connection with the issuance
        of
        the Certificates. Any Form 8-K Disclosure Information shall be approved by
        the
        Depositor.

       

      No
        later
        than the end of business New York City time on the third Business Day after
        the
        Reportable Event, a senior officer of the Depositor shall sign the Form 8-K
        and
        deliver an electronic or fax copy of such signed Form 8-K in EDGAR-compatible
        form (with an original executed hard copy to follow by overnight mail) to
        the
        Trustee. The Trustee shall not be responsible for determining what information
        is required to be filed on a Form 8-K in connection with the transactions
        contemplated by this Agreement (unless such information is specific to the
        Trustee, in which case the Trustee will be responsible for making such a
        determination) or what events shall cause a Form 8-K to be required to be
        filed
        (unless such event is specific to the Trustee, in which case the Trustee
        will be
        responsible for causing such Form 8-K to be filed). The Trustee shall have
        no
        liability for any loss, expense, damage, claim arising out of or with respect
        to
        any failure to properly prepare or timely file such Form 8-K, where such
        failure
        results from the Trustee’s failure to receive, on a timely basis as required by
        this paragraph, any Form 8-K from the Depositor.

       

      (iv) Prior
        to
        January 30 of the first year in which the Trustee is able to do so in accordance
        with applicable law, the Trustee shall, pursuant to Rule 12h-3 of the Exchange
        Act, file a Form 15 Suspension Notice with respect to the Trust Fund, if
        applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15
        Suspension Notice shall have been filed, prior to March 20th
        of each
        year thereafter, the Master Servicer shall provide the Trustee with the
        Assessment of Compliance and Attestation Report to be delivered by the Master
        Servicer pursuant to Section 3.20 (including with respect to any Sub-Servicer
        or
        subcontractor, if required to be filed). Prior to (x) March 31, 2007 and
        (y)
        unless and until a Form 15 Suspension Notice shall have been filed, March
        31st
        of each
        year thereafter, the Trustee shall, subject to subsection (d) below, file
        a Form
        10-K, in substance as required by applicable law or applicable Commission
        staff’s interpretations and conforming to industry standards, with respect to
        the Trust Fund. Such Form 10-K shall include the Assessment of Compliance,
        the
        Attestation Report and other documentation provided by the Master Servicer
        pursuant to Sections 3.19 and 3.20 (including with respect to any Sub-Servicer
        or subcontractor, if required to be filed) and the Assessment of Compliance
        and
        the Attestation Report with respect to the Trustee, and the Form 10-K
        certification in the form attached hereto as Exhibit J-1 (the “Certification”)
        signed by the senior officer of the Depositor in charge of securitization;
        provided that the Trustee shall have received no later than March 1st
        (other
        than the Assessment of Compliance, the Attestation Report and the Certification,
        no later than March 20th)
        of each
        calendar year prior to the filing deadline for the Form 10-K all information,
        data and exhibits required to be provided or filed with such Form 10-K and
        required to be provided to the Trustee as described in clause (c)(v) below
        in
        EDGAR-compatible form at the email address set forth in Section 11.05. If
        they
        are not so timely delivered, the Trustee shall file an amended Form 10-K
        including such documents as exhibits reasonably promptly after they are
        delivered to the Trustee. The Trustee will compile the information provided
        by
        the Depositor and the Master Servicer in the Form 10-K and provide such
        completed Form 10-K to the Depositor to review and verify the completed Form
        10-K. The Depositor shall sign the Form 10-K and deliver the signed Form
        10-K,
        together with the Certification, to the Trustee by no later than March
        20th
        (or if
        such day is not a Business Day, the preceding Business Day). The Trustee
        shall
        not be responsible for determining what information is required to be filed
        on a
        Form 10-K in connection with the transactions contemplated by this Agreement
        (other than any items specifically set forth in this Agreement or unless
        such
        information is specific to the Trustee, in which case the Trustee will be
        responsible for making such determination). The Trustee shall have no liability
        for any loss, expense, damage or claim arising out of or with respect to
        any
        failure to properly prepare or timely file such Form 10-K, where such failure
        results from the Trustee’s failure to receive, on a timely basis as required by
        this paragraph, any information from any other party hereto needed to prepare,
        arrange for execution or file such Form 10-K.

       

      (v) As
        to
        each item of information required to be included in any Form 10-D, Form 8-K
        or
        Form 10-K, the Trustee’s obligation to include or provide the information in the
        applicable report is subject to receipt from the entity that is indicated
        in
        Exhibit N as the responsible party for providing that information, if other
        than
        the Trustee, as and when required as described above. Each of the Master
        Servicer, the Depositor and the Trustee hereby agree to notify and provide
        to
        the other parties all information that is required to be included in any
        Form
        10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated
        in
        Exhibit N as the responsible party for providing that information by no later
        than the times set forth in (iv) above. The Master Servicer shall be responsible
        for determining the pool concentration applicable to any Sub-Servicer or
        originator at any time, for purposes of disclosure as required by Items 1117
        and
        1119 of Regulation AB. The Trustee will provide electronic or paper copies
        of
        all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder
        upon
        request.

       

      (vi) The
        Trustee shall sign a certification (in the form attached hereto as
        Exhibit J-2) for the benefit of the Depositor and its officers, directors
        and Affiliates regarding certain aspects in respect of items 1 through 3
        of the
        Certification (provided, however, that the Trustee shall not undertake an
        analysis of the Attestation Report attached as an exhibit to the Form 10-K).
        The
        Trustee's certification shall be delivered to the Depositor by no later than
        March 18th
        of each
        year (or if such day is not a Business Day, the immediately preceding Business
        Day) and the Depositor shall deliver the Certification to the Trustee for
        filing
        no later than March 20th
        of each
        year (or if such day is not a Business Day, the immediately preceding Business
        Day).

       

      In
        addition, the Trustee shall indemnify and hold harmless the Depositor and
        the
        Master Servicer and its officers, directors and Affiliates from and against
        any
        losses, damages, penalties, fines, forfeitures, reasonable and necessary
        legal
        fees and related costs, judgments and other costs and expenses arising out
        of or
        based upon the Trustee’s failure to timely file any Form 10-D, Form 8-K or Form
        10-K as required by this Agreement and/or any untrue statement of a material
        fact or omission to state a material fact required to be stated or necessary to
        make the statements made not misleading contained in any information provided
        by
        the Trustee (other than the Attestation Report for the Trustee). The Master
        Servicer shall indemnify and hold harmless the Trustee and its officers,
        directors and Affiliates from and against any losses, damages, penalties,
        fines,
        forfeitures, reasonable and necessary legal fees and related costs, judgments
        and other costs and expenses arising out of or based upon the Depositor’s or the
        Master Servicer’s failure to timely deliver any information required hereunder
        and/or any untrue statement of a material fact or omission to state a material
        fact required to be stated or necessary to make the statements made not
        misleading contained in any information provided by the Depositor or the
        Master
        Servicer. If the indemnification provided for herein is unavailable or
        insufficient to hold harmless the Master Servicer or the Depositor on the
        one
        hand or the Trustee on the other, then the other party, in connection with
        its
        respective obligations to indemnify hereunder, agrees that it shall contribute
        to the amount paid or payable by the other party as a result of the losses,
        claims, damages or liabilities of the other party in such proportion as is
        appropriate to reflect the relative fault of the Master Servicer or the
        Depositor on the one hand and the Trustee on the other.

       

      Upon
        any
        filing with the Securities and Exchange Commission, the Trustee shall promptly
        deliver to the Depositor a copy of any such executed report, statement or
        information.

       

      SECTION
        4.07. Pre-Funding
        Accounts.

       

      (a) No
        later
        than the Closing Date, the Trustee shall establish and maintain two segregated
        non-interest bearing trust accounts that are each Eligible Accounts, which
        shall
        be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust
        Company, as Trustee for the registered holders of Argent Securities Inc.,
        Asset-Backed Pass-Through Certificates, Series 2006-M1” (the “Group I
        Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank
        National Trust Company, as Trustee for the registered holders of Argent
        Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-M1” (the
“Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt,
        deposit in the applicable Pre-Funding Account and retain therein the Original
        Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as
        applicable, remitted on the Closing Date to the Trustee by the Depositor.
        Funds
        deposited in the Pre-Funding Accounts shall be held in trust by the Trustee
        for
        the Certificateholders for the uses and purposes set forth herein.

       

      (b) The
        Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted
        Investments of the kind described in clauses (i), (v) or (vi) of the definition
        of Permitted Investments, as specified in a written direction from the Master
        Servicer, with a maturity date no later than the second Business Day preceding
        each Distribution Date. For federal income tax purposes, the holder of the
        largest Percentage Interest of the Residual Certificates shall be the owner
        of
        the Pre-Funding Accounts and shall report all items of income, deduction,
        gain
        or loss arising therefrom. The Master Servicer shall deposit in the applicable
        Pre-Funding Account the amount of any net loss incurred in respect of any
        such
        Permitted Investment immediately upon realization of such loss without any
        right
        of reimbursement therefor. The Pre-Funding Accounts shall not be assets of
        any
        Trust REMIC.

       

      (c) Amounts
        on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee
        as
        follows:

       

      (i) on
        any
        Subsequent Transfer Date, the Trustee shall withdraw from the related
        Pre-Funding Account an amount equal to 100% of the Stated Principal Balances
        of
        the Subsequent Mortgage Loans transferred and assigned to the Trustee for
        deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such
        amount to or upon the order of the Depositor upon satisfaction of the conditions
        set forth in Section 2.09 with respect to such transfer and
        assignment;

       

      (ii) if
        the
        amount on deposit in the related Pre-Funding Account has not been reduced
        to
        zero during the Funding Period, on the day of the termination of the Funding
        Period, the Trustee shall deposit into the Distribution Account any amounts
        remaining in the Pre-Funding Account to be held uninvested;

       

      (iii) to
        withdraw any amount not required to be deposited in the Pre-Funding Accounts
        or
        deposited therein in error;

       

      (iv) to
        distribute to the Interest Coverage Account any income and gain realized
        from
        the investment of funds in the Pre-Funding Accounts; and

       

      (v) to
        clear
        and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the
        day
        immediately following the end of the Funding Period and (B) the termination
        of
        this Agreement, with any amounts remaining on deposit therein being paid
        to the
        Holders of the Certificates then entitled to distributions in respect of
        principal.

       

      SECTION
        4.08. Interest
        Coverage Accounts.

       

      (a) If
        amounts are required to be deposited in the Interest Coverage Accounts, no
        later
        than the Closing Date, the Trustee shall establish and maintain a segregated
        non-interest bearing trust account that is an Eligible Account, which shall
        be
        titled (i) “Group I Interest Coverage Account, Deutsche Bank National Trust
        Company, as Trustee for the registered holders of Argent Securities Inc.,
        Asset-Backed Pass-Through Certificates, Series 2006-M1” (the “Group I Interest
        Coverage Account”) and (ii) “Group II Interest Coverage Account, Deutsche Bank
        National Trust Company, as Trustee for the registered holders of Argent
        Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-M1” (the
“Group II Interest Coverage Account”). The Trustee shall, promptly upon receipt,
        deposit in each Interest Coverage Account and retain therein the related
        Interest Coverage Amount, remitted on the Closing Date to the Trustee by
        the
        Depositor. Funds deposited in the Interest Coverage Accounts shall be held
        in
        trust by the Trustee for the Certificateholders for the uses and purposes
        set
        forth herein. 

       

      (b) The
        Trustee shall invest funds deposited in the Interest Coverage Accounts in
        Permitted Investments of the kind described in clauses (i), (v) or (vi) of
        the
        definition of Permitted Investments, as specified in a written direction
        from
        the Master Servicer, with a maturity date no later than the second Business
        Day
        preceding each Distribution Date. For federal income tax purposes, the holder
        of
        the largest Percentage Interest of the Residual Certificates shall be the
        owner
        of the Interest Coverage Accounts and shall report all items of income,
        deduction, gain or loss arising therefrom. At no time shall either Interest
        Coverage Account be an asset of any Trust REMIC. All income and gain realized
        from investment of funds deposited in the Interest Coverage Accounts shall
        be
        for the sole and exclusive benefit of the Master Servicer and shall be remitted
        by the Trustee to the Master Servicer on the first Business Day following
        each
        Distribution Date. The Master Servicer shall deposit in the Interest Coverage
        Accounts the amount of any net loss incurred in respect of any such Permitted
        Investment immediately upon realization of such loss.

       

      (c) On
        each
        Distribution Date during the Funding Period and on the last day of the Funding
        Period, the Trustee shall withdraw from the related Interest Coverage Account
        and deposit in the Distribution Account an amount equal to 30 days’ interest on
        the excess, if any, of the related Original Pre-Funded Amount, over the
        aggregate Stated Principal Balance of related Subsequent Mortgage Loans that
        both (i) had a Due Date during the Due Period relating to such Distribution
        Date
        and (ii) had a Subsequent Cut-off Date prior to the first day of the month
        in
        which such Distribution Date occurs, at a per annum rate equal to the weighted
        average Pass-Through Rate of the related Adjustable-Rate Certificates for
        such
        Distribution Date, with the Pass-Through Rate on the related Adjustable-Rate
        Certificates, solely for the purposes of the foregoing calculation, multiplied
        by a fraction, the numerator of which is the actual number of days in the
        Interest Accrual Period for such Class for such Distribution Date, and the
        denominator of which is 30. Such withdrawal and deposit shall be treated
        as a
        contribution of cash by the Master Servicer to REMIC I. Immediately following
        any such withdrawal and deposit, and immediately following the conveyance
        of any
        Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date, the
        Trustee shall withdraw from the Interest Coverage Accounts and remit to the
        Master Servicer or its designee an amount equal to the excess, if any, of
        the
        amount remaining in such Interest Coverage Account over the amount that would
        be
        required to be withdrawn therefrom (assuming sufficient funds therein) pursuant
        to the second preceding sentence on each subsequent Distribution Date, if
        any,
        that shall occur during the Funding Period or that shall be the last day
        of the
        Funding Period, if no Subsequent Mortgage Loans were acquired by the Trust
        Fund
        after the end of the Prepayment Period relating to the current Distribution
        Date
        (assuming that One-Month LIBOR remains constant at the level of One-Month
        LIBOR
        applicable to the calculation of the Pass-Through Rate for the Adjustable-Rate
        Certificates for the current Distribution Date).

       

      (d) Upon
        the
        earlier of (i) the Distribution Date immediately following the end of the
        Funding Period, (ii) the reduction of the aggregate Certificate Principal
        Balance of the Adjustable-Rate Certificates to zero or (iii) the termination
        of
        this Agreement in accordance with Section 9.01, any amount remaining on deposit
        in the Interest Coverage Accounts after distributions pursuant to paragraph
        (c)
        above shall be withdrawn by the Trustee and paid to the Depositor or its
        designee.

       

      SECTION
        4.09. [Reserved].

       

      SECTION
        4.10. Swap
        Account.

       

      (a) No
        later
        than the Closing Date, the Trustee shall establish and maintain with itself,
        as
        agent for the Trustee, a separate, segregated trust account titled, “Swap
        Account, Deutsche Bank National Trust Company, as Trustee, in trust for the
        Interest Rate Swap Provider and the registered holders of Argent Securities
        Inc., Asset-Backed Pass-Through Certificates, Series 2006-M1.” Such account
        shall be an Eligible Account and amounts therein shall be held
        uninvested.

       

      (b) On
        each
        Distribution Date, prior to any distribution to any Certificate, the Trustee
        shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount
        of
        any Net Swap Payment or Swap Termination Payment owed to the Interest Rate
        Swap
        Provider (after taking into account any upfront payment received by the Interest
        Rate Swap Provider from the counterparty to a replacement similar agreement)
        from funds collected and received with respect to the Mortgage Loans prior
        to
        the determination of Available Funds and (ii) amounts received by the Trustee
        from the Swap Administrator, for distribution in accordance with subsection
        (e)
        below, pursuant to the Swap Administration Agreement, dated as of the Closing
        Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust
        Company in its capacity as Trustee, Deutsche Bank National Trust Company
        in its
        capacity as Swap Administrator and Ameriquest Mortgage Company. For federal
        income tax purposes, any amounts paid to the Interest Rate Swap Provider
        on each
        Distribution Date shall first be deemed paid to the Interest Rate Swap Provider
        in respect of the Class SWAP-IO Interest to the extent of the amount
        distributable on such Class SWAP-IO Interest on such Distribution Date, and
        any
        remaining amount shall be deemed paid to the Interest Rate Swap Provider
        in
        respect of a Class IO Distribution Amount (as defined below).

       

      If
        the
        Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap
        Provider and such failure to pay is not related to insufficient funds in
        the
        Distribution Account and such failure to pay would, pursuant to the terms
        of the
        Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed
        to the
        Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee
        and
        after consultation with the Trustee, pay such Net Swap Payment owed to the
        Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the
        Trustee
        pursuant to Section 3.05(c).

       

      (c) For
        federal income tax purposes, the Swap Account shall be owned by the majority
        Holder of the Class CE Certificates. 

       

      (d) The
        Trustee shall treat the Holders of Certificates (other than the Class P,
        Class
        CE, Class R and Class R-X 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, all Holders of Certificates
        (other than the Class P, Class CE, Class R and Class R-X Certificates) shall
        be
        treated as having agreed to pay, on each Distribution Date, to the Holder
        of the
        Class CE Certificates an aggregate amount equal to the excess, if any, of
        (i)
        the amount payable on such Distribution Date on the REMIC III Regular Interest
        corresponding to such Class of Certificates over (ii) the amount payable
        on such
        Class of Certificates on such Distribution Date (such excess, a “Class IO
        Distribution Amount”). A Class IO Distribution Amount payable from interest
        collections shall be allocated pro
        rata
        among
        such Certificates based on the amount of interest otherwise payable to such
        Certificates, and a Class IO Distribution Amount payable from principal
        collections shall be allocated to the most subordinate Class of Certificates
        with an outstanding principal balance to the extent of such balance. In
        addition, pursuant to 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,
        Class R and Class R-X 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).
        However, any payment from the Certificates (other than the Class CE, Class
        P and
        Class R Certificates) of a Class IO Distribution Amount shall be treated
        for tax
        purposes as having been received by the Holders of such Certificates in respect
        of their interests in REMIC III and as having been paid by such Holders to
        the
        Swap Administrator pursuant to the notional principal contract. Thus, each
        Certificate (other than the Class P Certificates, Class R Certificates and
        Class
        R-X Certificates) shall be treated as representing not only ownership of
        Regular
        Interests in REMIC III, but also ownership of an interest in, and obligations
        with respect to, a notional principal contract.

       

      (e) 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
        and the
        Swap Account be disregarded as entities 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 or the Swap 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
        Net WAC
        Rate Carryover Reserve Account and the Swap Account be treated as assets
        of a
        grantor trust. 

       

      (f) In
        connection with paragraph 7(i) of the ISDA Credit Support Annex (as defined
        in
        the definition of Interest Rate Swap Agreement herein), upon the Interest
        Rate
        Swap Provider’s failure to post collateral with the Trustee, the Trustee (to the
        extent it has actual knowledge) shall provide, no later than the next Business
        Day after the date such collateral was required to be posted, to the Interest
        Rate Swap Provider a written notice of such failure.

       

      SECTION
        4.11. Tax
        Treatment of Swap Payments and Swap Termination Payments.

       

      For
        federal income tax purposes, each holder of a Class A or Mezzanine Certificate
        is deemed to own an undivided beneficial ownership interest in a REMIC regular
        interest and the right to receive payments from either the Net WAC Rate
        Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
        Carryover Amount or the obligation to make payments to the Swap Account.
        For
        federal income tax purposes, the Trustee will account for payments to each
        Class
        A and Mezzanine Certificates as follows: each Class A and Class M Certificate
        will be treated as receiving their entire payment from REMIC IV (regardless
        of
        any Swap Termination Payment or obligation under the Interest Rate Swap
        Agreement) and subsequently paying their portion of any Swap Termination
        Payment
        in respect of each such Class’ obligation under the Interest Rate Swap
        Agreement. In the event that any such Class is resecuritized in a REMIC,
        the
        obligation under the Interest Rate Swap Agreement to pay any such Swap
        Termination Payment (or any shortfall in Net Swap Payment), will be made
        by one
        or more of the REMIC Regular Interests issued by the resecuritization REMIC
        subsequent to such REMIC Regular Interest receiving its full payment from
        any
        such Class A or Mezzanine Certificate. 

       

      The
        REMIC
        regular interest corresponding to a Class A or Mezzanine Certificate will
        be
        entitled to receive interest and principal payments at the times and in the
        amounts equal to those made on the certificate to which it corresponds, except
        that (i) the maximum interest rate of that REMIC regular interest will equal
        the
        Net WAC Pass-Through Rate computed for this purpose by limiting the Base
        Calculation Amount of the Interest Rate Swap Agreement to the aggregate
        principal balance of the Mortgage Loans and (ii) any Swap Termination Payment
        will be treated as being payable solely from Net Monthly Excess Cashflow.
        As a
        result of the foregoing, the amount of distributions and taxable income on
        the
        REMIC regular interest corresponding to a Class A or Mezzanine Certificate
        may
        exceed the actual amount of distributions on the Class A or Mezzanine
        Certificate.

       

      SECTION
        4.12. Net
        WAC
        Rate Carryover Reserve Account.

       

      (a) No
        later
        than the Closing Date, the Trustee shall establish and maintain with itself,
        as
        agent for the Trustee, a separate, segregated trust account titled, “Net WAC
        Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as
        Trustee, in trust for the registered Holders of Argent Securities Inc.,
        Asset-Backed Pass-Through Certificates, Series 2006-M1.” The Trustee shall
        deposit into the Net WAC Rate Carryover Reserve Account any payments received
        by
        it pursuant to Section 4.01(a)(4)(iv).

       

      (b) On
        each
        Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
        to the Class A Certificates or the Mezzanine Certificates, the Trustee has
        been
        directed by the Class CE Certificateholders to, and therefore shall, deposit
        into the Net WAC Rate Carryover Reserve Account the amount of such Net WAC
        Rate
        Carryover Amount rather than distributing such amounts to the Class CE
        Certificateholders. On each such Distribution Date, the Trustee shall hold
        all
        such amounts for the benefit of the Holders of the Class A Certificates and
        the
        Mezzanine Certificates, and shall distribute such amounts to the Holders
        of the
        Class A Certificates and the Mezzanine Certificates in the amounts and
        priorities set forth in Section 4.01(a).

       

      (c) For
        federal and state income tax purposes, the Class CE Certificateholders shall
        be
        deemed to be the owners of the Net WAC Rate Carryover Reserve Account and
        all
        amounts deposited into the Net WAC Rate Carryover Reserve Account shall be
        treated as amounts distributed by REMIC IV to the Holders of the Class CE
        Interest and from the Class CE Interest to the Class CE 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 shall be released by the Trust and distributed
        to the
        Class CE 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 or the Mezzanine
        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).

       

      (d) By
        accepting a Class CE Certificate, each Class CE Certificateholder hereby
        agrees
        to direct the Trustee, and the 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.

       

      (e) At
        the
        written 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
        invest the funds in the Deutsche Bank Institutional Cash Management Fund
        541 so
        long as it is a Permitted Investment. Interest earned on such investment
        shall
        be deposited into the Net WAC Rate Carryover Reserve Account.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        V

       

      THE
        CERTIFICATES

       

      SECTION
        5.01. The
        Certificates.

       

      (a) The
        Certificates in the aggregate shall represent the entire beneficial ownership
        interest in the Mortgage Loans and all other assets included in REMIC I.
        At the
        Closing Date, the aggregate Certificate Principal Balance of the Certificates
        shall equal the aggregate Stated Principal Balance of the Mortgage
        Loans.

       

      The
        Certificates shall be substantially in the forms annexed hereto as Exhibits
        A-1
        through A-R-X. The Certificates of each Class shall be issuable in registered
        form only, in denominations of authorized Percentage Interests as described
        in
        the definition thereof. Each Certificate shall share ratably in all rights
        of
        the related Class.

       

      Upon
        original issue, the Certificates shall be executed and delivered by the Trustee
        and the Trustee shall cause the Certificates to be authenticated by the
        Certificate Registrar to or upon the order of the Depositor. The Certificates
        shall be executed and attested by manual or facsimile signature on behalf
        of the
        Trustee by an authorized signatory. Certificates bearing the manual or facsimile
        signatures of individuals who were at any time the proper officers of the
        Trustee shall bind the Trustee notwithstanding that such individuals or any
        of
        them have ceased to hold such offices prior to the authentication and delivery
        of such Certificates or did not hold such offices at the date of such
        Certificates. No Certificate shall be entitled to any benefit under this
        Agreement or be valid for any purpose, unless there appears on such Certificate
        a certificate of authentication substantially in the form provided herein
        executed by the Certificate Registrar by manual signature, and such certificate
        of authentication shall be conclusive evidence, and the only evidence, that
        such
        Certificate has been duly authenticated and delivered hereunder. All
        Certificates shall be dated the date of their authentication.

       

      (b) The
        Class
        A Certificates and the Mezzanine Certificates shall initially be issued as
        one
        or more Certificates held by the Book-Entry Custodian or, if appointed to
        hold
        such Certificates as provided below, the Depository, and registered in the
        name
        of the Depository or its nominee and, except as provided below, registration
        of
        such Certificates may not be transferred by the Trustee except to another
        Depository that agrees to hold such Certificates for the respective Certificate
        Owners with Ownership Interests therein. The Certificate Owners shall hold
        their
        respective Ownership Interests in and to such Certificates through the
        book-entry facilities of the Depository and, except as provided below, shall
        not
        be entitled to definitive, fully registered Certificates (“Definitive
        Certificates”) in respect of such Ownership Interests. All transfers by
        Certificate Owners of their respective Ownership Interests in the Book-Entry
        Certificates shall be made in accordance with the procedures established
        by the
        Depository Participant or brokerage firm representing such Certificate Owner.
        Each Depository Participant shall only transfer the Ownership Interests in
        the
        Book-Entry Certificates of Certificate Owners it represents or of brokerage
        firms for which it acts as agent in accordance with the Depository’s normal
        procedures. The Trustee is hereby initially appointed as the Book-Entry
        Custodian and hereby agrees to act as such in accordance herewith and in
        accordance with the agreement that it has with the Depository authorizing
        it to
        act as such. The Book-Entry Custodian may, and if it is no longer qualified
        to
        act as such, the Book-Entry Custodian shall, appoint, by a written
        instrument delivered to the Depositor, the Master Servicer, the Trustee (if
        the
        Trustee is not the Book-Entry Custodian) and any other transfer agent (including
        the Depository or any successor Depository), to act as Book-Entry Custodian
        under such conditions as the predecessor Book-Entry Custodian and the Depository
        or any successor Depository may prescribe, provided that the predecessor
        Book-Entry Custodian shall not be relieved of any of its duties or
        responsibilities by reason of any such appointment of other than the
        Depository. If the Trustee resigns or is removed in accordance with the terms
        hereof, if it so elects, the Depository shall immediately succeed to its
        predecessor’s duties as Book-Entry Custodian. The Depositor shall have the right
        to inspect, and to obtain copies of, any Certificates held as Book-Entry
        Certificates by the Book-Entry Custodian.

       

      The
        Trustee, the Master Servicer and the Depositor may for all purposes (including
        the making of payments due on the Book-Entry Certificates) deal with the
        Depository as the authorized representative of the Certificate Owners with
        respect to the Book-Entry Certificates for the purposes of exercising the
        rights
        of Certificateholders hereunder. The rights of Certificate Owners with respect
        to the Book-Entry Certificates shall be limited to those established by law
        and
        agreements between such Certificate Owners and the Depository Participants
        and
        brokerage firms representing such Certificate Owners. Multiple requests and
        directions from, and votes of, the Depository as Holder of the Book-Entry
        Certificates with respect to any particular matter shall not be deemed
        inconsistent if they are made with respect to different Certificate Owners.
        The
        Trustee may establish a reasonable record date in connection with solicitations
        of consents from or voting by Certificateholders and shall give notice to
        the
        Depository of such record date.

       

      If
        (i)(A)
        the Depositor advises the Trustee in writing that the Depository is no longer
        willing or able to properly discharge its responsibilities as Depository,
        and
        (B) the Depositor is unable to locate a qualified successor or (ii) after
        the
        occurrence of a Master Servicer Event of Default, Certificate Owners
        representing in the aggregate not less than 51% of the Ownership Interests
        of
        the Book-Entry Certificates advise the Trustee through the Depository, in
        writing, that the continuation of a book-entry system through the Depository
        is
        no longer in the best interests of the Certificate Owners, the Trustee shall
        notify all Certificate Owners, through the Depository, of the occurrence
        of any
        such event and of the availability of Definitive Certificates to Certificate
        Owners requesting the same. Upon surrender to the Trustee of the Book-Entry
        Certificates by the Book-Entry Custodian or the Depository, as applicable,
        accompanied by registration instructions from the Depository for registration
        of
        transfer, the Trustee shall issue the Definitive Certificates. Such Definitive
        Certificates shall be issued in minimum denominations of $100,000 in the
        case of
        the Class A and Mezzanine Certificates, except that any beneficial ownership
        that was represented by a Book-Entry Certificate in an amount less than $100,000
        immediately prior to the issuance of a Definitive Certificate shall be issued
        in
        a minimum denomination equal to the amount represented by such Book-Entry
        Certificate. None of the Depositor, the Master Servicer or the Trustee shall
        be
        liable for any delay in the delivery of such instructions and may conclusively
        rely on, and shall be protected in relying on, such instructions. Upon the
        issuance of Definitive Certificates all references herein to obligations
        imposed
        upon or to be performed by the Depository shall be deemed to be imposed upon
        and
        performed by the Trustee, to the extent applicable with respect to such
        Definitive Certificates, and the Trustee shall recognize the Holders of the
        Definitive Certificates as Certificateholders hereunder.

       

      SECTION
        5.02. Registration
        of Transfer and Exchange of Certificates.

       

      (a) The
        Trustee shall cause to be kept at one of the offices or agencies to be appointed
        by the Trustee in accordance with the provisions of Section 8.12 a Certificate
        Register for the Certificates in which, subject to such reasonable regulations
        as it may prescribe, the Trustee shall provide for the registration of
        Certificates and of transfers and exchanges of Certificates as herein provided.
        The Trustee shall initially serve as Certificate Registrar for the purpose
        of
        registering Certificates and transfers and exchanges of Certificates as herein
        provided. The Certificate Registrar may appoint, by a written instrument
        delivered to the Master Servicer and the Depositor, any other bank or trust
        company to act as Certificate Registrar under such conditions as the predecessor
        Certificate Registrar may prescribe, provided that the predecessor Certificate
        Registrar shall not be relieved of any of its duties or responsibilities
        hereunder by reason of such appointment. If the Trustee shall at any time
        not be
        the Certificate Registrar, the Trustee shall have and maintain the right
        to
        inspect the Certificate Register or to obtain a copy thereof at all reasonable
        times, and to rely conclusively upon a certificate of the Certificate Registrar
        as to the information set forth in the Certificate Register.

       

      (b) No
        transfer of any Private Mezzanine Certificate, Class CE Certificate, Class
        P
        Certificate or Residual Certificate shall be made unless that transfer is
        made
        pursuant to an effective registration statement under the Securities Act
        of
        1933, as amended (the “1933 Act”), and an effective registration or
        qualification under applicable state securities laws, or is made in a
        transaction that does not require such registration or qualification. In
        the
        event that such a transfer of a Private Mezzanine Certificate, Class CE
        Certificate, Class P Certificate or Residual Certificate is to be made without
        registration or qualification (other than in connection with (i) the initial
        transfer of any such Certificate by the Depositor to an affiliate of the
        Depositor, (ii) the transfer of any such Class CE, Class P or Residual
        Certificate to the issuer under the Indenture or the indenture trustee under
        the
        Indenture or (iii) a transfer of any such Certificate from the issuer under
        the
        Indenture or the indenture trustee under the Indenture to the Depositor or
        an
        Affiliate of the Depositor), the Trustee and the Certificate Registrar shall
        each require receipt of: (i) if such transfer is purportedly being made in
        reliance upon Rule 144A under the 1933 Act, written certifications from the
        Certificateholder desiring to effect the transfer and from such
        Certificateholder’s prospective transferee, substantially in the forms attached
        hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
        satisfactory to it that such transfer may be made without such registration
        (which Opinion of Counsel shall not be an expense of the Depositor, the Trustee,
        the Master Servicer, in its capacity as such, or the Trust Fund), together
        with
        copies of the written certification(s) of the Certificateholder desiring
        to
        effect the transfer and/or such Certificateholder’s prospective transferee upon
        which such Opinion of Counsel is based, if any. None of the Depositor, the
        Certificate Registrar or the Trustee is obligated to register or qualify
        the
        Private Mezzanine Certificates, the Class CE Certificates, the Class P
        Certificates or the Residual Certificates under the 1933 Act or any other
        securities laws or to take any action not otherwise required under this
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. If a transfer of an Ownership Interest in the Private Mezzanine
        Certificates is to be made without registration under the 1933 Act (other
        than
        in connection with the initial transfer of any such Certificate by the Depositor
        to an affiliate of the Depositor), then the Certificate Registrar shall refuse
        to register such transfer unless it receives (and upon receipt, may conclusively
        rely upon) a certificate from the Certificateholder desiring to effect such
        transfer and a certificate from such Certificateholder’s prospective transferee
        (which in the case of the Book-Entry Certificates, the Certificateholder
        and the
        Certificateholder’s prospective transferee shall be deemed to have represented
        such certification), to the effect that, among other things, the transfer
        is
        being made to a qualified institutional buyer as defined in Rule 144A under
        the
        Securities Act in accordance with Rule 144A. Any Certificateholder desiring
        to
        effect the transfer of a Private Mezzanine Certificate, Class CE Certificate,
        Class P Certificate or Residual Certificate shall, and does hereby agree
        to,
        indemnify the Trustee, the Depositor, the Certificate Registrar and the Master
        Servicer against any liability that may result if the transfer is not so
        exempt
        or is not made in accordance with such federal and state laws.

       

      Notwithstanding
        the foregoing, no certification or Opinion of Counsel described in this Section
        5.02(b) shall be required in connection with the transfer, on the Closing
        Date,
        of any Class R Certificate by the Depositor to an “accredited investor” within
        the meaning of Rule 501(d) of the 1933 Act.

       

      (c) No
        transfer of a Certificate or any interest therein shall be made to any Plan,
        any
        Person acting, directly or indirectly, on behalf of a Plan or any Person
        acquiring such Certificates with “Plan Assets,” within the meaning of the
        Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan
        Assets”), of a Plan, as certified by such transferee in the form of Exhibit G
        (or, in the case of a Book-Entry Certificate, such transferee shall be deemed
        to
        represent that it is not a Plan or acquiring with Plan Assets of a Plan),
        unless
        the Trustee is provided with an Opinion of Counsel for the benefit of the
        Trust
        Fund, the Depositor, the Trustee, the NIMS Insurer and the Master Servicer
        and
        on which they may rely, which shall be to the effect that the purchase and
        holding of such Certificates is permissible under applicable law, shall not
        constitute or result in any non-exempt prohibited transaction under ERISA
        or
        Section 4975 of the Code and shall not subject the Depositor, the Master
        Servicer, the NIMS Insurer, the Trustee or the Trust Fund to any obligation
        or
        liability (including obligations or liabilities under ERISA or Section 4975
        of
        the Code) in addition to those undertaken in this Agreement, which Opinion
        of
        Counsel shall not be an expense of the Depositor, the Master Servicer, the
        NIMS
        Insurer, the Trustee or the Trust Fund. Neither an Opinion of Counsel nor
        any
        certification shall be required in connection with (i) the initial transfer
        of
        any such Certificate by the Depositor to an affiliate of the Depositor, (ii)
        the
        transfer of any such Certificate to the issuer under the Indenture or the
        indenture trustee under the Indenture or (iii) a transfer of any such
        Certificate from the issuer under the Indenture or the indenture trustee
        under
        the Indenture to the Depositor or an Affiliate of the Depositor (in which
        case
        such transferee shall be deemed to have represented that it is not purchasing
        with Plan Assets of a Plan) and the Trustee shall be entitled to conclusively
        rely upon a representation (which, upon the request of the Trustee, shall
        be a
        written representation) from the Depositor of the status of such transferee
        as
        an affiliate of the Depositor.

       

      If
        any
        Certificate or any interest therein is acquired or held in violation of the
        provisions of the preceding paragraphs, the next preceding permitted beneficial
        owner shall be treated as the beneficial owner of that Certificate retroactive
        to the date of transfer to the purported beneficial owner. Any purported
        beneficial owner whose acquisition or holding of any such Certificate or
        interest therein was effected in violation of the provisions of the preceding
        paragraph shall indemnify and hold harmless the Depositor, the Master Servicer,
        the Trustee, the NIMS Insurer, and the Trust Fund from and against any and
        all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      (d) 
        (i) Each
        Person who has or who acquires any Ownership Interest in a Residual Certificate
        shall be deemed by the acceptance or acquisition of such Ownership Interest
        to
        have agreed to be bound by the following provisions and to have irrevocably
        authorized the Certificate Registrar or its designee under clause (iii)(A)
        below
        to deliver payments to a Person other than such Person and to negotiate the
        terms of any mandatory sale under clause (iii)(B) below and to execute all
        instruments of Transfer and to do all other things necessary in connection
        with
        any such sale. The rights of each Person acquiring any Ownership Interest
        in a
        Residual Certificate are expressly subject to the following
        provisions:

       

      (A) Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall be a Permitted Transferee and shall promptly notify the Certificate
        Registrar of any change or impending change in its status as a Permitted
        Transferee.

       

      (B) In
        connection with any proposed Transfer of any Ownership Interest in a Residual
        Certificate, the Certificate Registrar shall require delivery to it and shall
        not register the Transfer of any Residual Certificate until its receipt of
        an
        affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form
        attached hereto as Exhibit F-2 from the proposed Transferee, in form and
        substance satisfactory to the Certificate Registrar, representing and
        warranting, among other things, that such Transferee is a Permitted Transferee,
        that it is not acquiring its Ownership Interest in the Residual Certificate
        that
        is the subject of the proposed Transfer as a nominee, trustee or agent for
        any
        Person that is not a Permitted Transferee, that for so long as it retains
        its
        Ownership Interest in a Residual Certificate, it shall endeavor to remain
        a
        Permitted Transferee, and that it has reviewed the provisions of this Section
        5.02(d) and agrees to be bound by them.

       

      (C) Notwithstanding
        the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
        under clause (B) above, if a Responsible Officer of the Certificate Registrar
        who is assigned to this transaction has actual knowledge that the proposed
        Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
        in a Residual Certificate to such proposed Transferee shall be
        effected.

       

      (D) Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall agree (x) to require a Transfer Affidavit and Agreement from any other
        Person to whom such Person attempts to transfer its Ownership Interest in
        a
        Residual Certificate and (y) not to transfer its Ownership Interest unless
        it
        provides a Transferor Affidavit (in the form attached hereto as Exhibit F-2),
        to
        the Certificate Registrar stating that, among other things, it has no actual
        knowledge that such other Person is not a Permitted Transferee.

       

      (E) Each
        Person holding or acquiring an Ownership Interest in a Residual Certificate,
        by
        purchasing an Ownership Interest in such Certificate, agrees to give the
        Certificate Registrar written notice that it is a “pass-through interest holder”
within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
        immediately upon acquiring an Ownership Interest in a Residual Certificate,
        if
        it is, or is holding an Ownership Interest in a Residual Certificate on behalf
        of, a “pass-through interest holder.”

       

      (ii) The
        Certificate Registrar shall register the Transfer of any Residual Certificate
        only if it shall have received the Transfer Affidavit and Agreement and all
        of
        such other documents as shall have been reasonably required by the Certificate
        Registrar as a condition to such registration. In addition, no Transfer of
        a
        Residual Certificate shall be made unless the Certificate Registrar shall
        have
        received a representation letter from the Transferee of such Certificate
        to the
        effect that such Transferee is a Permitted Transferee.

       

      (iii)(A) If
        any
        purported Transferee shall become a Holder of a Residual Certificate in
        violation of the provisions of this Section 5.02(d), then the last preceding
        Permitted Transferee shall be restored, to the extent permitted by law, to
        all
        rights as Holder thereof retroactive to the date of registration of such
        Transfer of such Residual Certificate. The Certificate Registrar shall be
        under
        no liability to any Person for any registration of Transfer of a Residual
        Certificate that is in fact not permitted by this Section 5.02(d) or for
        making
        any payments due on such Certificate to the Holder thereof or for taking
        any
        other action with respect to such Holder under the provisions of this
        Agreement.

       

      (B) If
        any
        purported Transferee shall become a Holder of a Residual Certificate in
        violation of the restrictions in this Section 5.02(d) and to the extent that
        the
        retroactive restoration of the rights of the Holder of such Residual Certificate
        as described in clause (iii)(A) above shall be invalid, illegal or
        unenforceable, then the Certificate Registrar shall have the right, without
        notice to the Holder or any prior Holder of such Residual Certificate, to
        sell
        such Residual Certificate to a purchaser selected by the Certificate Registrar
        on such terms as the Certificate Registrar may choose. Such purported Transferee
        shall promptly endorse and deliver each Residual Certificate in accordance
        with
        the instructions of the Certificate Registrar. Such purchaser may be the
        Certificate Registrar itself or any Affiliate of the Certificate Registrar.
        The
        proceeds of such sale, net of the commissions (which may include commissions
        payable to the Certificate Registrar or its Affiliates), expenses and taxes
        due,
        if any, shall be remitted by the Certificate Registrar to such purported
        Transferee. The terms and conditions of any sale under this clause (iii)(B)
        shall be determined in the sole discretion of the Certificate Registrar,
        and the
        Certificate Registrar shall not be liable to any Person having an Ownership
        Interest in a Residual Certificate as a result of its exercise of such
        discretion.

       

      (iv) The
        Trustee shall make available to the Internal Revenue Service and those Persons
        specified by the REMIC Provisions all information necessary to compute any
        tax
        imposed (A) as a result of the Transfer of an Ownership Interest in a Residual
        Certificate to any Person who is a Disqualified Organization, including the
        information described in Treasury regulations sections 1.860D-1(b)(5) and
        1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual
        Certificate and (B) as a result of any regulated investment company, real
        estate
        investment trust, common trust fund, partnership, trust, estate or organization
        described in Section 1381 of the Code that holds an Ownership Interest in
        a
        Residual Certificate having as among its record Holders at any time any Person
        which is a Disqualified Organization. Reasonable compensation for providing
        such
        information may be accepted by the Trustee.

       

      (v) The
        provisions of this Section 5.02(d) set forth prior to this subsection (v)
        may be
        modified, added to or eliminated, provided that there shall have been delivered
        to the Trustee at the expense of the party seeking to modify, add to or
        eliminate any such provision the following:

       

      (A) written
        notification from each Rating Agency to the effect that the modification,
        addition to or elimination of such provisions shall not cause such Rating
        Agency
        to downgrade its then-current ratings of any Class of Certificates;
        and

       

      (B) an
        Opinion of Counsel, in form and substance satisfactory to the Trustee, to
        the
        effect that such modification of, addition to or elimination of such provisions
        shall not cause any Trust REMIC to cease to qualify as a REMIC and shall
        not
        cause any Trust REMIC, as the case may be, to be subject to an entity-level
        tax
        caused by the Transfer of any Residual Certificate to a Person that is not
        a
        Permitted Transferee or (y) a Person other than the prospective transferee
        to be
        subject to a REMIC-tax caused by the Transfer of a Residual Certificate to
        a
        Person that is not a Permitted Transferee.

       

      The
        Trustee shall forward to the NIMS Insurer a copy of the items delivered to
        it
        pursuant to (A) and (B) above.

       

      (e) Subject
        to the preceding subsections, upon surrender for registration of transfer
        of any
        Certificate at any office or agency of the Trustee maintained for such purpose
        pursuant to Section 8.12, the Trustee shall execute and the Certificate
        Registrar shall authenticate and deliver, in the name of the designated
        Transferee or Transferees, one or more new Certificates of the same Class
        of a
        like aggregate Percentage Interest.

       

      (f) At
        the
        option of the Holder thereof, any Certificate may be exchanged for other
        Certificates of the same Class with authorized denominations and a like
        aggregate Percentage Interest, upon surrender of such Certificate to be
        exchanged at any office or agency of the Trustee maintained for such purpose
        pursuant to Section 8.12. Whenever any Certificates are so surrendered for
        exchange the Trustee, shall execute and cause the Certificate Registrar to
        authenticate and deliver the Certificates which the Certificateholder making
        the
        exchange is entitled to receive. Every Certificate presented or surrendered
        for
        transfer or exchange shall (if so required by the Trustee) be duly endorsed
        by,
        or be accompanied by a written instrument of transfer in the form satisfactory
        to the Trustee and the Certificate Registrar duly executed by, the Holder
        thereof or his attorney duly authorized in writing. In addition, (i) with
        respect to each Class R Certificate, the Holder thereof may exchange, in
        the
        manner described above, the Class R Certificate for four separate Certificates,
        each representing such Holder’s respective Percentage Interest in the Class R-I
        Interest, the Class R-II Interest, the Class R-III Interest and the Class
        R-IV
        Interest, respectively, in each case that was evidenced by the Class R
        Certificate being exchanged and (ii) with respect to each Class R-X Certificate,
        the Holder thereof may exchange, in the manner described above, the Class
        R-X
        Certificate for four separate Certificates, each representing such Holder’s
        respective Percentage Interest in the Class R-V Interest, the Class R-VI
        Interest and the Class R-VII Interest, respectively, in each case that was
        evidenced by the Class R-X Certificate being exchanged.

       

      (g) No
        service charge to the Certificateholders shall be made for any transfer or
        exchange of Certificates, but the Trustee may require payment of a sum
        sufficient to cover any tax or governmental charge that may be imposed in
        connection with any transfer or exchange of Certificates.

       

      (h) All
        Certificates surrendered for transfer and exchange shall be canceled and
        destroyed by the Certificate Registrar in accordance with its customary
        procedures.

       

      (i) The
        Trustee shall cause the Certificate Registrar (unless the Trustee is acting
        as
        Certificate Registrar) to provide notice to the Trustee of each transfer
        of a
        Certificate and to provide the Trustee with an updated copy of the Certificate
        Register on the first Business Day in March and August of each year, commencing
        in August 2006.

       

      (j) Any
        attempted or purported transfer of any Certificate in violation of the
        provisions of Section 5.02(c) hereof shall be void ab
        initio
        and such
        Certificate shall be considered to have been held continuously by the prior
        permitted Holder.

       

      SECTION
        5.03. Mutilated,
        Destroyed, Lost or Stolen Certificates.

       

      If
        (i)
        any mutilated Certificate is surrendered to the Trustee or the Certificate
        Registrar, or the Trustee and the Certificate Registrar receive evidence
        to
        their satisfaction of the destruction, loss or theft of any Certificate,
        and
        (ii) there is delivered to the Trustee, the NIMS Insurer and the Certificate
        Registrar such security or indemnity as may be required by them to save each
        of
        them harmless, then, in the absence of actual knowledge by the Trustee or
        the
        Certificate Registrar that such Certificate has been acquired by a bona fide
        purchaser or the Trustee shall execute and deliver, in exchange for or in
        lieu
        of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
        of the same Class and of like denomination and Percentage Interest. Upon
        the
        issuance of any new Certificate under this Section, the Trustee may require
        the
        payment of a sum sufficient to cover any tax or other governmental charge
        that
        may be imposed in relation thereto and any other expenses (including the
        fees
        and expenses of the Certificate Registrar) connected therewith. Any replacement
        Certificate issued pursuant to this Section shall constitute complete and
        indefeasible evidence of ownership in the applicable REMIC created hereunder,
        as
        if originally issued, whether or not the lost, stolen or destroyed Certificate
        shall be found at any time.

       

      SECTION
        5.04. Persons
        Deemed Owners.

       

      The
        Depositor, the Master Servicer, the Trustee, the NIMS Insurer, the Certificate
        Registrar and any agent of any of them may treat the Person in whose name
        any
        Certificate is registered as the owner of such Certificate for the purpose
        of
        receiving distributions pursuant to Section 4.01 and for all other purposes
        whatsoever, and none of the Depositor, the Master Servicer, the Trustee,
        the
        Certificate Registrar, the NIMS Insurer or any agent of any of them shall
        be
        affected by notice to the contrary.

       

      SECTION
        5.05. Certain
        Available Information.

       

      On
        or
        prior to the date of the first sale of any Private Mezzanine Certificate,
        Class
        CE Certificate, Class P Certificate or Residual Certificate to an Independent
        third party, the Depositor shall provide to the Trustee ten copies of any
        private placement memorandum or other disclosure document used by the Depositor
        in connection with the offer and sale of the Private Mezzanine Certificates,
        the
        Class CE Certificates, the Class P Certificates or the Residual Certificates.
        In
        addition, if any such private placement memorandum or disclosure document
        is
        revised, amended or supplemented at any time following the delivery thereof
        to
        the Trustee, the Depositor promptly shall inform the Trustee of such event
        and
        shall deliver to the Trustee ten copies of the private placement memorandum
        or
        disclosure document, as revised, amended or supplemented. The Trustee shall
        maintain at its Corporate Trust Office and shall make available free of charge
        during normal business hours for review by any Holder of a Certificate and/or
        Certificate Owner or any Person identified to the Trustee as a prospective
        transferee of a Certificate, originals or copies of the following items:
        (i) in
        the case of a Holder, Certificate Owner or prospective transferee of a Private
        Mezzanine Certificate, a Class CE Certificate, a Class P Certificate or a
        Residual Certificate, the private placement memorandum or other disclosure
        document relating to such Certificate, if any, in the form most recently
        provided to the Trustee; and (ii) in all cases, (A) this Agreement and any
        amendments hereof entered into pursuant to Section 11.01, (B) all monthly
        statements required to be delivered to Certificateholders of the relevant
        Class
        pursuant to Section 4.02 since the Closing Date, and all other notices, reports,
        statements and written communications delivered to the Certificateholders
        of the
        relevant Class pursuant to this Agreement since the Closing Date, (C) all
        certifications delivered by a Responsible Officer of the Trustee since the
        Closing Date pursuant to Section 10.01(h), (D) any and all Officers’
Certificates delivered to the Trustee by the Master Servicer since the Closing
        Date to evidence the Master Servicer’s determination that any Advance or
        Servicing Advance was, or if made, would be a Nonrecoverable Advance or
        Nonrecoverable Servicing Advance, respectively, and (E) any and all Officers’
Certificates delivered to the Trustee by the Master Servicer since the Closing
        Date pursuant to Section 4.04(a). Copies and mailing of any and all of the
        foregoing items shall be available from the Trustee upon request at the expense
        of the person requesting the same.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        VI

       

      THE
        DEPOSITOR AND THE MASTER SERVICER

       

      SECTION
        6.01. Liability
        of the Depositor and the Master Servicer.

       

      The
        Depositor and the Master Servicer each shall be liable in accordance herewith
        only to the extent of the obligations specifically imposed by this Agreement
        and
        undertaken hereunder by the Depositor and the Master Servicer
        herein.

       

      SECTION
        6.02. Merger
        or
        Consolidation of the Depositor or the Master Servicer.

       

      Subject
        to the following paragraph, the Depositor shall keep in full effect its
        existence, rights and franchises as a corporation under the laws of the
        jurisdiction of its incorporation. Subject to the following paragraph, the
        Master Servicer shall keep in full effect its existence, rights and franchises
        as a corporation under the laws of the jurisdiction of its incorporation
        and its
        qualification as an approved conventional seller/servicer for Fannie Mae
        or
        Freddie Mac in good standing. The Depositor and the Master Servicer each
        shall
        obtain and preserve its qualification to do business as a foreign corporation
        in
        each jurisdiction in which such qualification is or shall be necessary to
        protect the validity and enforceability of this Agreement, the Certificates
        or
        any of the Mortgage Loans and to perform its respective duties under this
        Agreement.

       

      The
        Depositor or the Master Servicer may be merged or consolidated with or into
        any
        Person, or transfer all or substantially all of its assets to any Person,
        in
        which case any Person resulting from any merger or consolidation to which
        the
        Depositor or the Master Servicer shall be a party, or any Person succeeding
        to
        the business of the Depositor or the Master Servicer, shall be the successor
        of
        the Depositor or the Master Servicer, as the case may be, hereunder, without
        the
        execution or filing of any paper or any further act on the part of any of
        the
        parties hereto, anything herein to the contrary notwithstanding; provided,
        however, that the successor or surviving Person to the Master Servicer shall
        be
        qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac;
        and
        provided further that the Rating Agencies’ ratings of the Class A Certificates
        and the Mezzanine Certificates in effect immediately prior to such merger
        or
        consolidation shall not be qualified, reduced or withdrawn as a result thereof
        (as evidenced by a letter to such effect from the Rating Agencies).

       

      SECTION
        6.03. Limitation
        on Liability of the Depositor, the Master Servicer and Others.

       

      None
        of
        the Depositor, the NIMS Insurer, the Master Servicer or any of the directors,
        officers, employees or agents of the Depositor or the Master Servicer shall
        be
        under any liability to the Trust Fund or the Certificateholders for any action
        taken or for refraining from the taking of any action in good faith pursuant
        to
        this Agreement, or for errors in judgment; provided, however, that this
        provision shall not protect the Depositor, the NIMS Insurer, the Master Servicer
        or any such person against any breach of warranties, representations or
        covenants made herein, or against any specific liability imposed on the Master
        Servicer pursuant hereto, or against any liability which would otherwise
        be
        imposed by reason of willful misfeasance, bad faith or negligence in the
        performance of duties or by reason of reckless disregard of obligations and
        duties hereunder. The Depositor, the NIMS Insurer, the Master Servicer or
        the
        Trustee and any director, officer, employee or agent of the Depositor, the
        NIMS
        Insurer, the Master Servicer or the Trustee may rely in good faith on any
        document of any kind which, prima
        facie,
        is
        properly executed and submitted by any Person respecting any matters arising
        hereunder.

       

      The
        Depositor, the NIMS Insurer, the Master Servicer and any director, officer,
        employee or agent of the Depositor, the NIMS Insurer, or the Master Servicer
        shall be indemnified and held harmless by the Trust Fund against any loss,
        liability or expense incurred in connection with any legal action relating
        to
        this Agreement or the Certificates, other than any loss, liability or expense
        relating to any specific Mortgage Loan or Mortgage Loans (except as any such
        loss, liability or expense shall be otherwise reimbursable pursuant to this
        Agreement) or, in the case of the Depositor and the Master Servicer, any
        loss,
        liability or expense incurred by reason of willful misfeasance, bad faith
        or
        negligence in the performance of duties hereunder or by reason of reckless
        disregard of obligations and duties hereunder. None of the Depositor, the
        NIMS
        Insurer or the Master Servicer shall be under any obligation to appear in,
        prosecute or defend any legal action unless such action is related to its
        respective duties under this Agreement and, in its opinion, does not involve
        it
        in any expense or liability; provided, however, that each of the Depositor,
        the
        NIMS Insurer and the Master Servicer may in its discretion undertake any
        such
        action which it may deem necessary or desirable with respect to this Agreement
        and the rights and duties of the parties hereto and the interests of the
        Certificateholders hereunder. In such event, unless the Depositor or the
        Master
        Servicer acts without the consent of the Holders of Certificates entitled
        to at
        least 51% of the Voting Rights (which consent shall not be necessary in the
        case
        of litigation or other legal action by either to enforce their respective
        rights
        or defend themselves hereunder), the legal expenses and costs of such action
        and
        any liability resulting therefrom (except any loss, liability or expense
        incurred by reason of willful misfeasance, bad faith or negligence in the
        performance of duties hereunder or by reason of reckless disregard of
        obligations and duties hereunder) shall be expenses, costs and liabilities
        of
        the Trust Fund, and the Depositor, the NIMS Insurer and the Master Servicer
        shall be entitled to be reimbursed therefor from the Collection Account as
        and
        to the extent provided in Section 3.05, any such right of reimbursement being
        prior to the rights of the Certificateholders to receive any amount in the
        Collection Account.

       

      SECTION
        6.04. Limitation
        on Resignation of the Master Servicer.

       

      The
        Master Servicer shall not resign from the obligations and duties hereby imposed
        on it except (i) upon determination that its duties hereunder are no longer
        permissible under applicable law or (ii) with the written consent of the
        Trustee, the NIMS Insurer and written confirmation from each Rating Agency
        (which confirmation shall be furnished to the Depositor, the NIMS Insurer
        and
        the Trustee) that such resignation shall not cause such Rating Agency to
        reduce
        the then current rating of the Class A Certificates or the Mezzanine
        Certificates. Any such determination pursuant to clause (i) of the preceding
        sentence, permitting the resignation of the Master Servicer, shall be evidenced
        by an Opinion of Counsel to such effect obtained at the expense of the Master
        Servicer and delivered to the Trustee and the NIMS Insurer. No resignation
        of
        the Master Servicer shall become effective until the Trustee or a successor
        servicer acceptable to the NIMS Insurer shall have assumed the Master Servicer’s
        responsibilities, duties, liabilities (other than those liabilities arising
        prior to the appointment of such successor) and obligations under this
        Agreement.

       

      Except
        as
        expressly provided herein, the Master Servicer shall not assign or transfer
        any
        of its rights, benefits or privileges hereunder to any other Person, nor
        delegate to or subcontract with, nor authorize or appoint any other Person
        to
        perform any of the duties, covenants or obligations to be performed by the
        Master Servicer hereunder. If, pursuant to any provision hereof, the duties
        of
        the Master Servicer are transferred to a successor master servicer, the entire
        amount of the Servicing Fee and other compensation payable to the Master
        Servicer pursuant hereto shall thereafter be payable to such successor master
        servicer.

       

      SECTION
        6.05. Rights
        of
        the Depositor in Respect of the Master Servicer.

       

      The
        Master Servicer shall afford (and any Sub-Servicing Agreement shall provide
        that
        each Sub-Servicer shall afford) the Depositor, the NIMS Insurer and the
        Trustee, upon reasonable notice, during normal business hours, access to
        all
        records maintained by the Master Servicer (and any such Sub-Servicer) in
        respect
        of the Master Servicer’s rights and obligations hereunder and access to officers
        of the Master Servicer (and those of any such Sub-Servicer) responsible for such
        obligations. Upon request, the Master Servicer shall furnish to the Depositor,
        the NIMS Insurer and the Trustee its (and any such Sub-Servicer’s) most recent
        financial statements and such other information relating to the Master
        Servicer’s capacity to perform its obligations under this Agreement that it
        possesses. To the extent such information is not otherwise available to the
        public, the Depositor, the NIMS Insurer and the Trustee shall not disseminate
        any information obtained pursuant to the preceding two sentences without
        the
        Master Servicer’s (or any such Sub-Servicer’s) written consent, except as
        required pursuant to this Agreement or to the extent that it is appropriate
        to
        do so (i) in working with legal counsel, auditors, taxing authorities or
        other
        governmental agencies, rating agencies or reinsurers or (ii) pursuant to
        any
        law, rule, regulation, order, judgment, writ, injunction or decree of any
        court
        or governmental authority having jurisdiction over the Depositor, the Trustee
        or
        the Trust Fund, and in either case, the Depositor, the NIMS Insurer or the
        Trustee, as the case may be, shall use its best efforts to assure the
        confidentiality of any such disseminated non-public information. The Depositor
        may, but is not obligated to, enforce the obligations of the Master Servicer
        under this Agreement and may, but is not obligated to, perform, or cause
        a
        designee to perform, any defaulted obligation of the Master Servicer under
        this
        Agreement or exercise the rights of the Master Servicer under this Agreement;
        provided that the Master Servicer shall not be relieved of any of its
        obligations under this Agreement by virtue of such performance by the Depositor
        or its designee. The Depositor shall not have any responsibility or liability
        for any action or failure to act by the Master Servicer and is not obligated
        to
        supervise the performance of the Master Servicer under this Agreement or
        otherwise.

       

      SECTION
        6.06. Sub-Servicing
        Agreements Between the Master Servicer and Sub-Servicers.

       

      (a) The
        Master Servicer may enter into Sub-Servicing Agreements (provided that such
        agreements would not result in a withdrawal or a downgrade by any Rating
        Agency
        of the ratings on any Class of Certificates and the NIMS Insurer shall have
        consented to such Sub-Servicing Agreement) with Sub-Servicers, for the servicing
        and administration of the Mortgage Loans.

       

      Each
        Sub-Servicer shall be (i) authorized to transact business in the state or
        states
        in which the related Mortgaged Properties it is to service are situated,
        if and
        to the extent required by applicable law to enable the Sub-Servicer to perform
        its obligations hereunder and under the Sub-Servicing Agreement, (ii) an
        institution approved as a mortgage loan originator by the Federal Housing
        Administration or an institution the deposit accounts in which are insured
        by
        the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage servicer.
        Each
        Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
        to the provisions set forth in Section 6.11 and provide for servicing of
        the
        Mortgage Loans consistent with the terms of this Agreement. The Master Servicer
        shall examine each Sub-Servicing Agreement and shall be familiar with the
        terms
        thereof. The terms of any Sub-Servicing Agreement shall not be inconsistent
        with
        any of the provisions of this Agreement. The Master Servicer and the
        Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements
        or enter into different forms of Sub-Servicing Agreements; provided, however,
        that any such amendments or different forms shall be consistent with and
        not
        violate the provisions of this Agreement, and that no such amendment or
        different form shall be made or entered into which could be reasonably expected
        to be materially adverse to the interests of the Certificateholders, without
        the
        consent of the Holders of Certificates entitled to at least 66% of the Voting
        Rights. Any variation without the consent of the Holders of Certificates
        entitled to at least 66% of the Voting Rights from the provisions set forth
        in
        Section 6.11, provisions relating to insurance in Section 3.10 or priority
        requirements of Sub-Servicing Accounts, or credits and charges to the
        Sub-Servicing Accounts or the timing and amount of remittances by the
        Sub-Servicers to the Master Servicer, are conclusively deemed to be inconsistent
        with this Agreement and therefore prohibited. The Master Servicer shall deliver
        to the Trustee and the NIMS Insurer copies of all Sub-Servicing Agreements,
        and
        any amendments or modifications thereof, promptly upon the Master Servicer’s
        execution and delivery of such instruments.

       

      (b) As
        part
        of its servicing activities hereunder, the Master Servicer (except as otherwise
        provided in the last sentence of this paragraph), for the benefit of the
        Trustee
        and the Certificateholders, shall enforce the obligations of each Sub-Servicer
        under the related Sub-Servicing Agreement and of the Seller under the Mortgage
        Loan Purchase Agreement, including, without limitation, any obligation to
        make
        advances in respect of delinquent payments as required by a Sub-Servicing
        Agreement, or to purchase a Mortgage Loan on account of missing or defective
        documentation or on account of a breach of a representation, warranty or
        covenant, as described in Section 2.03(a). Such enforcement, including, without
        limitation, the legal prosecution of claims, termination of Sub-Servicing
        Agreements, and the pursuit of other appropriate remedies, shall be in such
        form
        and carried out to such an extent and at such time as the Master Servicer,
        in
        its good faith business judgment, would require were it the owner of the
        related
        Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
        at
        its own expense, and shall be reimbursed therefor only (i) from a general
        recovery resulting from such enforcement, to the extent, if any, that such
        recovery exceeds all amounts due in respect of the related Mortgage Loans
        or
        (ii) from a specific recovery of costs, expenses or attorneys’ fees against the
        party against whom such enforcement is directed. Enforcement of the Mortgage
        Loan Purchase Agreement against the Seller shall be effected by the Master
        Servicer to the extent it is not the Seller, and otherwise by the Trustee,
        in
        accordance with the foregoing provisions of this paragraph.

       

      SECTION
        6.07. Successor
        Sub-Servicers.

       

      The
        Master Servicer, with the consent of the NIMS Insurer, shall be entitled
        to
        terminate any Sub-Servicing Agreement and the rights and obligations of any
        Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the
        terms and conditions of such Sub-Servicing Agreement. In the event of
        termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer
        shall be assumed simultaneously by the Master Servicer without any act or
        deed
        on the part of such Sub-Servicer or the Master Servicer, and the Master Servicer
        either shall service directly the related Mortgage Loans or shall enter into
        a
        Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under
        Section 6.06.

       

      Any
        Sub-Servicing Agreement shall include the provision that such agreement may
        be
        immediately terminated by the Trustee without fee, in accordance with the
        terms
        of this Agreement, in the event that the Master Servicer shall, for any reason,
        no longer be the Master Servicer (including termination due to a Master Servicer
        Event of Default).

       

      SECTION
        6.08. Liability
        of the Master Servicer.

       

      Notwithstanding
        any Sub-Servicing Agreement, any of the provisions of this Agreement relating
        to
        agreements or arrangements between the Master Servicer and a Sub-Servicer
        or
        reference to actions taken through a Sub-Servicer or otherwise, the Master
        Servicer shall remain obligated and primarily liable to the Trustee and the
        Certificateholders for the servicing and administering of the Mortgage Loans
        in
        accordance with the provisions of Section 3.01 without diminution of such
        obligation or liability by virtue of such Sub-Servicing Agreements or
        arrangements or by virtue of indemnification from the Sub-Servicer and to
        the
        same extent and under the same terms and conditions as if the Master Servicer
        alone were servicing and administering the Mortgage Loans. The Master Servicer
        shall be entitled to enter into any agreement with a Sub-Servicer for
        indemnification of the Master Servicer by such Sub-Servicer and nothing
        contained in this Agreement shall be deemed to limit or modify such
        indemnification.

       

      SECTION
        6.09. No
        Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the
        Trustee
        or Certificateholders.

       

      Any
        Sub-Servicing Agreement that may be entered into and any transactions or
        services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
        as such shall be deemed to be between the Sub-Servicer and the Master Servicer
        alone, and the NIMS Insurer, the Trustee and Certificateholders shall not
        be
        deemed parties thereto and shall have no claims, rights, obligations, duties
        or
        liabilities with respect to the Sub-Servicer except as set forth in Section
        6.10. The Master Servicer shall be solely liable for all fees owed by it
        to any
        Sub-Servicer, irrespective of whether the Master Servicer’s compensation
        pursuant to this Agreement is sufficient to pay such fees.

       

      SECTION
        6.10. Assumption
        or Termination of Sub-Servicing Agreements by Trustee.

       

      In
        the
        event the Master Servicer shall for any reason no longer be the master servicer
        (including termination due to a Master Servicer Event of Default), the Trustee
        or its designee shall thereupon assume (or cause its designee or the successor
        master servicer for the Trustee appointed pursuant to Section 7.02 to assume)
        all of the rights and obligations of the Master Servicer under each
        Sub-Servicing Agreement that the Master Servicer may have entered into, unless
        the Trustee elects to terminate any Sub-Servicing Agreement in accordance
        with
        its terms as provided in Section 6.07. Upon such assumption, the Trustee,
        its
        designee or the successor servicer for the Trustee appointed pursuant to
        Section
        7.02 shall be deemed, subject to Section 6.07, to have assumed all of the
        Master
        Servicer’s interest therein and to have replaced the Master Servicer as a party
        to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing
        Agreement had been assigned to the assuming party, except that (i) the Master
        Servicer shall not thereby be relieved of any liability or obligations under
        any
        Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any
        successor Master Servicer shall be deemed to have assumed any liability or
        obligation of the Master Servicer that arose before it ceased to be the Master
        Servicer.

       

      The
        Master Servicer at its expense shall, upon request of the Trustee, deliver
        to
        the assuming party all documents and records relating to each Sub-Servicing
        Agreement and the Mortgage Loans then being serviced and an accounting of
        amounts collected and held by or on behalf of it, and otherwise use its best
        efforts to effect the orderly and efficient transfer of the Sub-Servicing
        Agreements to the assuming party.

       

      SECTION
        6.11. Sub-Servicing
        Accounts.

       

      In
        those
        cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
        Sub-Servicing Agreement, the Sub-Servicer shall be required to establish
        and
        maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
        Sub-Servicing Account shall be an Eligible Account. The Sub-Servicer shall
        deposit in the clearing account (which account must be an Eligible Account)
        in
        which it customarily deposits payments and collections on mortgage loans
        in
        connection with its mortgage loan servicing activities on a daily basis,
        and in
        no event more than one (1) Business Day after the Sub-Servicer’s receipt
        thereof, all proceeds of Mortgage Loans received by the Sub-Servicer less
        its
        servicing compensation to the extent permitted by the Sub-Servicing Agreement,
        and shall thereafter deposit such amounts in the Sub-Servicing Account, in
        no
        event more than two (2) Business Days after the deposit of such funds into
        the
        clearing account. The Sub-Servicer shall thereafter deposit such proceeds
        in the
        Collection Account or remit such proceeds to the Master Servicer for deposit
        in
        the Collection Account not later than two (2) Business Days after the deposit
        of
        such amounts in the Sub-Servicing Account. For purposes of this Agreement,
        the
        Master Servicer shall be deemed to have received payments on the Mortgage
        Loans
        when the Sub-Servicer receives such payments.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        VII

       

      DEFAULT

       

      SECTION
        7.01. Master
        Servicer Events of Default.

       

      “Master
        Servicer Event of Default,” wherever used herein, means any one of the following
        events:

       

      (i) any
        failure by the Master Servicer to remit to the Trustee for distribution to
        the
        Certificateholders any payment (other than an Advance required to be made
        from
        its own funds on any Master Servicer Remittance Date pursuant to Section
        4.03)
        required to be made under the terms of the Certificates and this Agreement
        which
        continues unremedied for a period of one (1) Business Day after the date
        upon
        which written notice of such failure, requiring the same to be remedied,
        shall
        have been given to the Master Servicer by the Depositor or the Trustee (in
        which
        case notice shall be provided by telecopy), or to the Master Servicer, the
        Depositor and the Trustee by the NIMS Insurer or the Holders of Certificates
        entitled to at least 25% of the Voting Rights; or

       

      (ii) any
        failure on the part of the Master Servicer duly to observe or perform in
        any
        material respect any of the covenants or agreements on the part of the Master
        Servicer contained in the Certificates or in this Agreement (or, if the Master
        Servicer is the Seller, the failure of the Seller to repurchase a Mortgage
        Loan
        as to which a breach has been established that requires a repurchase pursuant
        to
        the terms of Section 7 of the Mortgage Loan Purchase Agreement) which continues
        unremedied for a period of 45 days after the earlier of (i) the date on which
        written notice of such failure, requiring the same to be remedied, shall
        have
        been given to the Master Servicer by the Depositor or the Trustee, or to
        the
        Master Servicer, the Depositor and the Trustee by the NIMS Insurer or the
        Holders of Certificates entitled to at least 25% of the Voting Rights and
        (ii)
        actual knowledge of such failure by a Servicing Officer of the Master Servicer;
        or

       

      (iii) a
        decree
        or order of a court or agency or supervisory authority having jurisdiction
        in
        the premises in an involuntary case under any present or future federal or
        state
        bankruptcy, insolvency or similar law or the appointment of a conservator
        or
        receiver or liquidator in any insolvency, readjustment of debt, marshaling
        of
        assets and liabilities or similar proceeding, or for the winding-up or
        liquidation of its affairs, shall have been entered against the Master Servicer
        and if such proceeding is being contested by the Master Servicer in good
        faith,
        such decree or order shall have remained in force undischarged or unstayed
        for a
        period of 60 days or results in the entry of an order for relief or any such
        adjudication or appointment; or

       

      (iv) the
        Master Servicer shall consent to the appointment of a conservator or receiver
        or
        liquidator in any insolvency, readjustment of debt, marshaling of assets
        and
        liabilities or similar proceedings of or relating to the Master Servicer
        or of
        or relating to all or substantially all of its property; or

       

      (v) the
        Master Servicer shall admit in writing its inability to pay its debts generally
        as they become due, file a petition to take advantage of any applicable
        insolvency or reorganization statute, make an assignment for the benefit
        of its
        creditors, or voluntarily suspend payment of its obligations; or

       

      (vi) any
        failure by the Master Servicer of the Master Servicer Termination Test;
        or

       

      (vii) any
        failure of the Master Servicer to make any Advance on any Master Servicer
        Remittance Date required to be made from its own funds pursuant to Section
        4.03
        which continues unremedied until 3:00 p.m. New York time on the Business
        Day
        immediately following the Master Servicer Remittance Date.

       

      If
        a
        Master Servicer Event of Default described in clauses (i) through (vi) of
        this
        Section shall occur, then, and in each and every such case, so long as such
        Master Servicer Event of Default shall not have been remedied, the Depositor,
        the NIMS Insurer or the Trustee may, at the written direction of the Holders
        of
        Certificates entitled to at least 51% of Voting Rights, or at the direction
        of
        the NIMS Insurer, the Trustee shall, by notice in writing to the Master Servicer
        and the Depositor, terminate all of the rights and obligations of the Master
        Servicer in its capacity as Master Servicer under this Agreement, to the
        extent
        permitted by law, and in and to the Mortgage Loans and the proceeds thereof.
        If
        a Master Servicer Event of Default described in clause (vii) hereof shall
        occur,
        the Trustee shall, by notice in writing to the Master Servicer and the
        Depositor, terminate all of the rights and obligations of the Master Servicer
        in
        its capacity as Master Servicer under this Agreement and in and to the Mortgage
        Loans and the proceeds thereof and the Trustee as successor Master Servicer
        or a
        successor Master Servicer appointed in accordance with Section 7.02, shall
        immediately make such Advance(which Advance shall be part of Available Funds
        for
        such Distribution Date) and assume, pursuant to Section 7.02, the duties
        of a
        successor Master Servicer. On or after the receipt by the Master Servicer
        of
        such written notice, all authority and power of the Master Servicer under
        this
        Agreement, whether with respect to the Certificates (other than as a Holder
        of
        any Certificate) or the Mortgage Loans or otherwise, shall pass to and be
        vested
        in the Trustee pursuant to and under this Section and, without limitation,
        the
        Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
        to
        execute and deliver on behalf of and at the expense of the Master Servicer,
        any
        and all documents and other instruments and to do or accomplish all other
        acts
        or things necessary or appropriate to effect the purposes of such notice
        of
        termination, whether to complete the transfer and endorsement or assignment
        of
        the Mortgage Loans and related documents, or otherwise. The Master Servicer
        agrees, at its sole cost and expense, promptly (and in any event no later
        than
        ten Business Days subsequent to such notice) to provide the Trustee with
        all
        documents and records requested by it to enable it to assume the Master
        Servicer’s functions under this Agreement, and to cooperate with the Trustee in
        effecting the termination of the Master Servicer’s responsibilities and rights
        under this Agreement, including, without limitation, the transfer within
        one
        Business Day to the Trustee for administration by it of all cash amounts
        which
        at the time shall be or should have been credited by the Master Servicer
        to the
        Collection Account held by or on behalf of the Master Servicer, the Distribution
        Account or any REO Account or Escrow Account held by or on behalf of the
        Master
        Servicer or thereafter be received with respect to the Mortgage Loans or
        any REO
        Property serviced by the Master Servicer (provided, however, that the Master
        Servicer shall continue to be entitled to receive all amounts accrued or
        owing
        to it under this Agreement on or prior to the date of such termination, whether
        in respect of Advances or otherwise, and shall continue to be entitled to
        the
        benefits of Section 6.03, notwithstanding any such termination, with respect
        to
        events occurring prior to such termination). For purposes of this Section
        7.01,
        the Trustee shall not be deemed to have knowledge of a Master Servicer Event
        of
        Default unless a Responsible Officer of the Trustee assigned to and working
        in
        the Trustee’s Corporate Trust Office has actual knowledge thereof or unless
        written notice is received by the Trustee of any such event and such notice
        references the Certificates, REMIC I or this Agreement.

       

      The
        Trustee shall be entitled to be reimbursed by the Master Servicer (or by
        the
        Trust Fund if the Master Servicer is unable to fulfill its obligations
        hereunder) for all costs associated with the transfer of servicing from the
        predecessor servicer, including without limitation, any costs or expenses
        associated with the complete transfer of all servicing data and the completion,
        correction or manipulation of such servicing data as may be required by the
        Trustee to correct any errors or insufficiencies in the servicing data or
        otherwise to enable the Trustee to service the Mortgage Loans properly and
        effectively.

       

      SECTION
        7.02. Trustee
        to Act; Appointment of Successor.

       

      (a) On
        and
        after the time the Master Servicer receives a notice of termination, the
        Trustee
        shall be the successor in all respects to the Master Servicer in its capacity
        as
        Master Servicer under this Agreement and the transactions set forth or provided
        for herein and shall be subject to all the responsibilities, duties and
        liabilities relating thereto and arising thereafter placed on the Master
        Servicer (except for any representations or warranties of the Master Servicer
        under this Agreement, the responsibilities, duties and liabilities contained
        in
        Section 2.03(c) and its obligation to deposit amounts in respect of losses
        pursuant to Section 3.06) by the terms and provisions hereof including, without
        limitation, the Master Servicer’s obligations to make Advances pursuant to
        Section 4.03; provided, however, that if the Trustee is prohibited by law or
        regulation from obligating itself to make advances regarding delinquent mortgage
        loans, then the Trustee shall not be obligated to make Advances pursuant
        to
        Section 4.03; and provided further, that any failure to perform such duties
        or
        responsibilities caused by the Master Servicer’s failure to provide information
        required by Section 7.01 shall not be considered a default by the Trustee
        as
        successor to the Master Servicer hereunder; provided, however, it is understood
        and acknowledged by the parties that there shall be a period of transition
        (not
        to exceed 90 days) before the servicing transfer is fully effected. As
        compensation therefor, effective from and after the time the Master Servicer
        receives a notice of termination or immediately upon assumption of the
        obligations to make Advances, the Trustee shall be entitled to the Servicing
        Fee
        and all funds relating to the Mortgage Loans to which the Master Servicer
        would
        have been entitled if it had continued to act hereunder (other than amounts
        which were due or would become due to the Master Servicer prior to its
        termination or resignation). Notwithstanding the above and subject to the
        next
        paragraph, the Trustee may, if it shall be unwilling to so act, or shall,
        if it
        is unable to so act or if it is prohibited by law from making advances regarding
        delinquent mortgage loans, or if the Holders of Certificates entitled to
        at
        least 51% of the Voting Rights or the NIMS Insurer so request in writing
        to the
        Trustee promptly appoint or petition a court of competent jurisdiction to
        appoint, an established mortgage loan servicing institution acceptable to
        each
        Rating Agency (with confirmation from the Rating Agencies that such appointment
        shall not result in the reduction or withdrawal of the rating of any outstanding
        Class of Certificates) and acceptable to the NIMS Insurer and having a net
        worth
        of not less than $15,000,000 as the successor to the Master Servicer under
        this
        Agreement in the assumption of all or any part of the responsibilities, duties
        or liabilities of the Master Servicer under this Agreement. No appointment
        of a
        successor to the Master Servicer under this Agreement shall be effective
        until
        the assumption by the successor of all of the Master Servicer’s
        responsibilities, duties and liabilities hereunder. In connection with such
        appointment and assumption described herein, the Trustee may make such
        arrangements for the compensation of such successor out of payments on Mortgage
        Loans as it and such successor shall agree; provided, however, that no such
        compensation shall be in excess of that permitted the Master Servicer as
        such
        hereunder. The Depositor, the Trustee and such successor shall take such
        action,
        consistent with this Agreement, as shall be necessary to effectuate any such
        succession. Pending appointment of a successor to the Master Servicer under
        this
        Agreement, the Trustee shall act in such capacity as hereinabove
        provided.

       

      Upon
        removal or resignation of the Master Servicer, the Trustee, with the cooperation
        of the Depositor, (x) shall solicit bids for a successor Master Servicer
        as
        described below and (y) pending the appointment of a successor Master Servicer
        as a result of soliciting such bids, shall serve as Master Servicer of the
        Mortgage Loans serviced by such predecessor Master Servicer. The Trustee
        shall
        solicit, by public announcement, bids from housing and home finance
        institutions, banks and mortgage servicing institutions meeting the
        qualifications set forth above (including the Trustee or any affiliate thereof)
        (including that such mortgage loan servicing institution shall be acceptable
        to
        each Rating Agency and the NIMS Insurer). Such public announcement shall
        specify
        that the successor Master Servicer shall be entitled to the servicing
        compensation agreed upon between the Trustee, the successor Master Servicer
        and
        the Depositor; provided, however, that no such fee shall exceed the Servicing
        Fee. Within thirty days after any such public announcement, the Trustee,
        with
        the cooperation of the Depositor, shall negotiate in good faith and effect
        the
        sale, transfer and assignment of the servicing rights and responsibilities
        hereunder to the qualified party submitting the highest satisfactory bid
        as to
        the price they shall pay to obtain such servicing. The Trustee upon receipt
        of
        the purchase price shall pay such purchase price to the Master Servicer being
        so
        removed, after deducting from any sum received by the Trustee from the successor
        to the Master Servicer in respect of such sale, transfer and assignment all
        costs and expenses of any public announcement and of any sale, transfer and
        assignment of the servicing rights and responsibilities reasonably incurred
        hereunder. After such deductions, the remainder of such sum shall be paid
        by the
        Trustee to the Master Servicer at the time of such sale.

       

      (b) If
        the
        Master Servicer fails to remit to the Trustee for distribution to the
        Certificateholders any payment required to be made under the terms of the
        Certificates and this Agreement (for purposes of this Section 7.02(b), a
        “Remittance”) because the Master Servicer is the subject of a proceeding under
        the federal Bankruptcy Code and the making of such Remittance is prohibited
        by
        Section 362 of the federal Bankruptcy Code, the Trustee shall upon notice
        of
        such prohibition, regardless of whether it has received a notice of termination
        under Section 7.01, advance the amount of such Remittance by depositing such
        amount in the Distribution Account on the related Distribution Date. The
        Trustee
        shall be obligated to make such advance only if (i) such advance, in the
        good
        faith judgment of the Trustee can reasonably be expected to be ultimately
        recoverable from Stayed Funds and (ii) the Trustee is not prohibited by law
        from
        making such advance or obligating itself to do so. Upon remittance of the
        Stayed
        Funds to the Trustee or the deposit thereof in the Distribution Account by
        the
        Master Servicer, a trustee in bankruptcy or a federal bankruptcy court, the
        Trustee may recover the amount so advanced, without interest, by withdrawing
        such amount from the Distribution Account; however, nothing in this Agreement
        shall be deemed to affect the Trustee’s rights to recover from the Master
        Servicer’s own funds interest on the amount of any such advance. If the Trustee
        at any time makes an advance under this Subsection which it later determines
        in
        its good faith judgment shall not be ultimately recoverable from the Stayed
        Funds with respect to which such advance was made, the Trustee shall be entitled
        to reimburse itself for such advance, without interest, by withdrawing from
        the
        Distribution Account, out of amounts on deposit therein, an amount equal
        to the
        portion of such advance attributable to the Stayed Funds.

       

      (c) If
        the
        Master Servicer is terminated pursuant to Section 7.01, then the successor
        Master Servicer shall not be permitted to reimburse itself directly for Advances
        or Servicing Advances under Section 3.05(a)(ii), Section 3.05(a)(iii), Section
        3.05(a)(v) or Section 3.05(a)(vii) if the Master Servicer has not been fully
        reimbursed for its Advances and Servicing Advances, but instead the successor
        Master Servicer shall include such amounts in the applicable remittance to
        the
        Trustee made pursuant to Section 3.04(g) to the extent of amounts on deposit
        in
        the Collection Account on the related Master Servicer Remittance Date. The
        Trustee is hereby authorized to pay to the terminated Master Servicer (or
        the
        related Advancing Person in accordance with Section 3.23) and the successor
        Master Servicer, as applicable, reimbursements for Advances and Servicing
        Advances from the Distribution Account to the same extent each such Master
        Servicer would have been permitted to reimburse itself for such Advances
        and/or
        Servicing Advances in accordance with Section 3.05(a)(ii), Section 3.05(a)(iii),
        Section 3.05(a)(v) or Section 3.05(a)(vii), as the case may be. All Advances
        and
        Servicing Advances made pursuant to the terms of this Agreement shall be
        deemed
        made and shall be reimbursed on a “first in-first out” (FIFO) basis. At such
        time as the Master Servicer (or related Advancing Person) has been reimbursed
        for all Advances and Servicing Advances made by it, the successor Master
        Servicer shall no longer be required to remit in accordance with the first
        sentence of this Section 7.02(c) and shall then be permitted to reimburse
        itself
        directly for Advances and Servicing Advances in accordance with Section
        3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section
        3.05(a)(vii).

       

      SECTION
        7.03. Notification
        to Certificateholders.

       

      (a) Upon
        any
        termination of the Master Servicer pursuant to Section 7.01 above or any
        appointment of a successor to the Master Servicer pursuant to Section 7.02
        above, the Trustee shall give prompt written notice thereof to
        Certificateholders and the NIMS Insurer at their respective addresses appearing
        in the Certificate Register.

       

      (b) Not
        later
        than the later of 60 days after the occurrence of any event, which constitutes
        or which, with notice or lapse of time or both, would constitute a Master
        Servicer Event of Default or five days after a Responsible Officer of the
        Trustee becomes aware of the occurrence of such an event, the Trustee shall
        transmit by mail to the NIMS Insurer and to all Holders of Certificates notice
        of each such occurrence, unless such default or Master Servicer Event of
        Default
        shall have been cured or waived.

       

      SECTION
        7.04. Waiver
        of
        Master Servicer Events of Default.

       

      The
        Holders representing at least 66% of the Voting Rights (with the consent
        of the
        NIMS Insurer) evidenced by all Classes of Certificates affected by any default
        or Master Servicer Event of Default hereunder may waive such default or Master
        Servicer Event of Default; provided,
        however,
        that a
        default or Master Servicer Event of Default under clause (i) or (vii) of
        Section
        7.01 may be waived only by all of the Holders of the Regular Certificates
        (with
        the consent of the NIMS Insurer). Upon any such waiver of a default or Master
        Servicer Event of Default, such default or Master Servicer Event of Default
        shall cease to exist and shall be deemed to have been remedied for every
        purpose
        hereunder. No such waiver shall extend to any subsequent or other default
        or
        Master Servicer Event of Default or impair any right consequent thereon except
        to the extent expressly so waived.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        VIII

       

      CONCERNING
        THE TRUSTEE

       

      SECTION
        8.01. Duties
        of
        Trustee.

       

      The
        Trustee, prior to the occurrence of a Master Servicer Event of Default and
        after
        the curing of all Master Servicer Events of Default which may have occurred,
        undertakes to perform such duties and only such duties as are specifically
        set
        forth in this Agreement. During a Master Servicer Event of Default, the Trustee
        shall exercise such of the rights and powers vested in it by this Agreement,
        and
        use the same degree of care and skill in their exercise as a prudent person
        would exercise or use under the circumstances in the conduct of such person’s
        own affairs. Any permissive right of the Trustee enumerated in this Agreement
        shall not be construed as a duty.

       

      The
        Trustee, upon receipt of all resolutions, certificates, statements, opinions,
        reports, documents, orders or other instruments furnished to the Trustee
        which
        are specifically required to be furnished pursuant to any provision of this
        Agreement, shall examine them to determine whether they conform on their
        face to
        the requirements of this Agreement. If any such instrument is found not to
        conform on its face to the requirements of this Agreement in a material manner,
        the Trustee shall take such action as it deems appropriate to have the
        instrument corrected, and if the instrument is not corrected to its respective
        satisfaction, such dissatisfied party shall provide notice thereof to the
        Certificateholders and the NIMS Insurer.

       

      No
        provision of this Agreement shall be construed to relieve the Trustee from
        liability for its own negligent action, its own negligent failure to act
        or its
        own misconduct; provided, however, that:

       

      (i) Prior
        to
        the occurrence of a Master Servicer Event of Default, and after the curing
        of
        all such Master Servicer Events of Default which may have occurred, the duties
        and obligations of the Trustee shall be determined solely by the express
        provisions of this Agreement, the Trustee shall not be liable except for
        the
        performance of such duties and obligations as are specifically set forth
        in this
        Agreement, no implied covenants or obligations shall be read into this Agreement
        against the Trustee and, in the absence of bad faith on the part of the Trustee,
        the Trustee may conclusively rely, as to the truth of the statements and
        the
        correctness of the opinions expressed therein, upon any certificates or opinions
        furnished to the Trustee that conform to the requirements of this
        Agreement;

       

      (ii) The
        Trustee shall not be personally liable for an error of judgment made in good
        faith by a Responsible Officer or Responsible Officers of the Trustee unless
        it
        shall be proved that the Trustee was negligent in ascertaining the pertinent
        facts; and

       

      (iii) The
        Trustee shall not be personally liable with respect to any action taken,
        suffered or omitted to be taken by it in good faith in accordance with the
        direction of the NIMS Insurer or the Holders of Certificates entitled to
        at
        least 25% of the Voting Rights relating to the time, method and place of
        conducting any proceeding for any remedy available to the Trustee or exercising
        any trust or power conferred upon it, under this Agreement.

       

      The
        Trustee shall not be required to expend or risk its own funds or otherwise
        incur
        financial liability in the performance of any of its duties hereunder, or
        in the
        exercise of any of its rights or powers, if there is reasonable ground for
        believing that the repayment of such funds or adequate indemnity against
        such
        risk or liability is not reasonably assured to it, and none of the provisions
        contained in this Agreement shall in any event require it to perform, or
        be
        responsible for the manner of performance of, any of the obligations of the
        Master Servicer under this Agreement, except during such time, if any, as
        the
        Trustee shall be the successor to, and be vested with the rights, duties,
        powers
        and privileges of, the Master Servicer in accordance with the terms of this
        Agreement.

       

      SECTION
        8.02. Certain
        Matters Affecting the Trustee.

       

      (a) Except
        as
        otherwise provided in Section 8.01:

       

      (i) The
        Trustee may request and rely upon and shall be protected in acting or refraining
        from acting upon any resolution, Officers’ Certificate, certificate of auditors
        or any other certificate, statement, instrument, opinion, report, notice,
        request, consent, order, appraisal, bond or other paper or document reasonably
        believed by it to be genuine and to have been signed or presented by the
        proper
        party or parties;

       

      (ii) The
        Trustee may consult with counsel and any Opinion of Counsel shall be full
        and
        complete authorization and protection in respect of any action taken or suffered
        or omitted by it hereunder in good faith and in accordance with such Opinion
        of
        Counsel;

       

      (iii) The
        Trustee shall not be under any obligation to exercise any of the trusts or
        powers vested in it by this Agreement or to institute, conduct or defend
        any
        litigation hereunder or in relation hereto at the request, order or direction
        of
        any of the Certificateholders or the NIMS Insurer, pursuant to the provisions
        of
        this Agreement, unless such Certificateholders or the NIMS Insurer, as
        applicable, shall have offered to the Trustee security or indemnity reasonably
        satisfactory to it against the costs, expenses and liabilities which may
        be
        incurred therein or thereby; nothing contained herein shall, however, relieve
        the Trustee of the obligation, upon the occurrence of a Master Servicer Event
        of
        Default (which has not been cured or waived), to exercise such of the rights
        and
        powers vested in it by this Agreement, and to use the same degree of care
        and
        skill in their exercise as a prudent person would exercise or use under the
        circumstances in the conduct of such person’s own affairs;

       

      (iv) The
        Trustee shall not be personally liable for any action taken, suffered or
        omitted
        by it in good faith and believed by it to be authorized or within the discretion
        or rights or powers conferred upon it by this Agreement;

       

      (v) Prior
        to
        the occurrence of a Master Servicer Event of Default hereunder and after
        the
        curing of all Master Servicer Events of Default which may have occurred,
        the
        Trustee shall not be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion, report,
        notice, request, consent, order, approval, bond or other paper or document,
        unless requested in writing to do so by the NIMS Insurer or the Holders of
        Certificates entitled to at least 25% of the Voting Rights; provided, however,
        that if the payment within a reasonable time to the Trustee of the costs,
        expenses or liabilities likely to be incurred by it in the making of such
        investigation is, in the opinion of the Trustee not reasonably assured to
        the
        Trustee by such Certificateholders, the Trustee may require reasonable indemnity
        against such expense, or liability from such Certificateholders or the NIMS
        Insurer as a condition to taking any such action;

       

      (vi) The
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents or attorneys; and

       

      (vii) The
        Trustee shall not be personally liable for any loss resulting from the
        investment of funds held in the Collection Account, the Escrow Account or
        the
        REO Account made at the direction of the Master Servicer pursuant to Section
        3.06.

       

      (b) All
        rights of action under this Agreement or under any of the Certificates,
        enforceable by the Trustee, may be enforced by it without the possession
        of any
        of the Certificates, or the production thereof at the trial or other proceeding
        relating thereto, and any such suit, action or proceeding instituted by the
        Trustee shall be brought in the name of the Trustee for the benefit of all
        the
        Holders of such Certificates, subject to the provisions of this
        Agreement.

       

      (c) The
        Depositor hereby directs the Trustee to execute, deliver and perform its
        obligations under the Interest Rate Swap Agreement and to assign any rights
        to
        receive payments from the Interest Rate Swap Provider pursuant to the Interest
        Rate Swap Agreement to the Swap Administrator pursuant to the Swap
        Administration Agreement and the Depositor further directs the Trustee to
        execute, deliver and perform its obligations under the Swap Administration
        Agreement. The Seller, the Depositor, the Master Servicer and the Holders
        of the
        Class A Certificates and the Mezzanine Certificates by their acceptance of
        such
        Certificates acknowledge and agree that the Trustee shall execute, deliver
        and
        perform its obligations under the Interest Rate Swap Agreement and the Swap
        Administration Agreement and shall do so solely in its capacity as Trustee
        of
        the Trust Fund or as Swap Administrator, as the case may be, and not in its
        individual capacity. Every provision of this Agreement relating to the conduct
        or affecting the liability of or affording protection to the Trustee shall
        apply
        to the Trustee’s execution of the Interest Rate Swap Agreement and the Swap
        Administration Agreement, and the performance of its duties and satisfaction
        of
        its obligations thereunder.

       

      (d) The
        Depositor hereby directs the Trustee to execute and deliver the PMI Policy
        on
        behalf of the Trust Fund in the form presented to it by the Depositor. Every
        provision of this Agreement relating to the conduct or affecting the liability
        of or affording protection to the Trustee shall apply to the Trustee’s execution
        of the PMI Policy, and the performance of its duties and satisfaction of
        its
        obligations thereunder.

       

      SECTION
        8.03. The
        Trustee Not Liable for Certificates or Mortgage Loans.

       

      The
        recitals contained herein and in the Certificates (other than the signature
        of
        the Trustee, the authentication of the Certificate Registrar on the
        Certificates, the acknowledgments of the Trustee contained in Article II
        and the
        representations and warranties of the Trustee in Section 8.13) shall be taken
        as
        the statements of the Depositor and the Trustee assumes no responsibility
        for
        their correctness. The Trustee makes no representations or warranties as
        to the
        validity or sufficiency of this Agreement (other than as specifically set
        forth
        with respect to such party in Section 8.13) or of the Certificates (other
        than
        the signature of the Trustee and authentication of the Certificate Registrar
        on
        the Certificates) or of any Mortgage Loan or related document. The Trustee
        shall
        not be accountable for the use or application by the Depositor of any of
        the
        Certificates or of the proceeds of such Certificates, or for the use or
        application of any funds paid to the Depositor or the Master Servicer in
        respect
        of the Mortgage Loans or deposited in or withdrawn from the Collection Account
        by the Master Servicer, other than, subject to Section 8.01, any funds held
        by
        or on behalf of the Trustee in accordance with Section 3.04.

       

      SECTION
        8.04. Trustee
        May Own Certificates.

       

      The
        Trustee in its individual capacity or any other capacity (other than in its
        capacity as Trustee) may become the owner or pledgee of Certificates with
        the
        same rights it would have if it were not Trustee.

       

      SECTION
        8.05. Trustee’s
        Fees and Expenses.

       

      (a) The
        Trustee shall withdraw from the Distribution Account on each Distribution
        Date
        and pay to itself the Trustee Fee and, to the extent that the funds therein
        are
        at any time insufficient for such purpose, the Depositor shall pay such fees.
        The Trustee, or any director, officer, employee or agent of the Trustee shall
        be
        indemnified by REMIC I and held harmless against any loss, liability or expense
        (not including expenses, disbursements and advances incurred or made by the
        Trustee (including the compensation and the expenses and disbursements of
        its
        agents and counsel) in the ordinary course of the Trustee’s performance in
        accordance with the provisions of this Agreement) incurred by the Trustee
        in
        connection with any claim or legal action or any pending or threatened claim
        or
        legal action arising out of or in connection with the acceptance or
        administration of its obligations and duties under this Agreement, other
        than
        any loss, liability or expense (i) resulting from a breach of the Master
        Servicer’s obligations and duties under this Agreement and the Mortgage Loans
        (for which the Master Servicer shall indemnify pursuant to Section 8.05(b)),
        (ii) that constitutes a specific liability of the Trustee pursuant to Section
        10.01(c) or (iii) any loss, liability or expense incurred by reason of its
        willful misfeasance, bad faith or negligence in the performance of its duties
        hereunder or by reason of reckless disregard of its obligations and duties
        hereunder or as a result of a breach of its obligations under Article X hereof.
        Any amounts payable to the Trustee, or any director, officer, employee or
        agent
        of the Trustee in respect of the indemnification provided by this paragraph
        (a),
        or pursuant to any other right of reimbursement from the Trust Fund that
        the
        Trustee, or any director, officer, employee or agent of the Trustee may have
        hereunder in its capacity as such, may be withdrawn by the Trustee from the
        Distribution Account at any time.

       

      (b) The
        Master Servicer agrees to indemnify the Trustee from, and hold it harmless
        against, any loss, liability or expense resulting from a breach of the Master
        Servicer’s obligations and duties under this Agreement. Such indemnity shall
        survive the termination or discharge of this Agreement and the resignation
        or
        removal of the Trustee. Any payment hereunder made by the Master Servicer
        to the
        Trustee shall be from the Master Servicer’s own funds, without reimbursement
        from the Trust Fund therefor.

       

      (c) The
        Master Servicer shall pay any annual rating agency fees of the Rating Agencies
        for ongoing surveillance from its own funds without right of
        reimbursement.

       

      SECTION
        8.06. Eligibility
        Requirements for Trustee.

       

      The
        Trustee hereunder shall at all times be a corporation or an association (other
        than the Depositor, the Seller, the Master Servicer or any Affiliate of the
        foregoing) organized and doing business under the laws of any state or the
        United States of America, authorized under such laws to exercise corporate
        trust
        powers, having a combined capital and surplus of at least $50,000,000 and
        subject to supervision or examination by federal or state authority. If such
        corporation or association publishes reports of conditions at least annually,
        pursuant to law or to the requirements of the aforesaid supervising or examining
        authority, then for the purposes of this Section the combined capital and
        surplus of such corporation or association shall be deemed to be its combined
        capital and surplus as set forth in its most recent report of conditions
        so
        published. In case at any time the Trustee shall cease to be eligible in
        accordance with the provisions of this Section, the Trustee shall resign
        immediately in the manner and with the effect specified in Section
        8.07.

       

      SECTION
        8.07. Resignation
        and Removal of the Trustee.

       

      The
        Trustee may at any time resign and be discharged from the trust hereby created
        by giving written notice thereof to the Depositor, the NIMS Insurer, the
        Master
        Servicer and the Certificateholders. Upon receiving such notice of resignation
        of the Trustee, the Depositor shall promptly appoint a successor trustee
        acceptable to the NIMS Insurer by written instrument, in duplicate, which
        instrument shall be delivered to the resigning Trustee and to the successor
        trustee. A copy of such instrument shall be delivered to the Certificateholders,
        the Trustee and the Master Servicer by the Depositor. If no successor trustee
        shall have been so appointed and have accepted appointment within 30 days
        after
        the giving of such notice of resignation, the resigning Trustee may petition
        any
        court of competent jurisdiction for the appointment of a successor
        trustee.

       

      If
        at any
        time the Trustee shall cease to be eligible in accordance with the provisions
        of
        Section 8.06 and shall fail to resign after written request therefor by the
        Depositor or the NIMS Insurer, or if at any time the Trustee shall become
        incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
        of the Trustee or of its respective property shall be appointed, or any public
        officer shall take charge or control of the Trustee or of its respective
        property or affairs for the purpose of rehabilitation, conservation or
        liquidation, then the Depositor or the NIMS Insurer may remove the Trustee
        and
        appoint a successor trustee acceptable to the NIMS Insurer by written
        instrument, in duplicate, which instrument shall be delivered to the Trustee
        so
        removed and to the successor trustee. A copy of such instrument shall be
        delivered to the Certificateholders and the Master Servicer by the
        Depositor.

       

      The
        Holders of Certificates entitled to at least 51% of the Voting Rights (or
        the
        NIMS Insurer upon failure of the Trustee to perform its obligations hereunder)
        may at any time remove the Trustee and appoint a successor trustee acceptable
        to
        the NIMS Insurer by written instrument or instruments, in triplicate, signed
        by
        such Holders or their attorneys-in-fact duly authorized, one complete set
        of
        which instruments shall be delivered to the Depositor, one complete set to
        the
        Trustee so removed and one complete set to the successor so appointed. A
        copy of
        such instrument shall be delivered to the Certificateholders and the Master
        Servicer by the Depositor.

       

      Any
        resignation or removal of the Trustee and appointment of a successor trustee
        pursuant to any of the provisions of this Section shall not become effective
        until acceptance of appointment by the successor trustee as provided in Section
        8.08.

       

      SECTION
        8.08. Successor
        Trustee.

       

      Any
        successor trustee appointed as provided in Section 8.07 shall execute,
        acknowledge and deliver to the Depositor, the NIMS Insurer and to its
        predecessor trustee an instrument accepting such appointment hereunder, and
        thereupon the resignation or removal of the predecessor trustee shall become
        effective and such successor trustee without any further act, deed or
        conveyance, shall become fully vested with all the rights, powers, duties
        and
        obligations of its predecessor hereunder, with the like effect as if originally
        named as trustee herein. The predecessor trustee shall deliver to the successor
        trustee all Mortgage Files and related documents and statements, as well
        as all
        moneys, held by it hereunder (other than any Mortgage Files at the time held
        by
        a Custodian, which Custodian shall become the agent of any successor trustee
        hereunder), and the Depositor and the predecessor trustee shall execute and
        deliver such instruments and do such other things as may reasonably be required
        for more fully and certainly vesting and confirming in the successor trustee
        all
        such rights, powers, duties and obligations.

       

      No
        successor trustee shall accept appointment as provided in this Section unless
        at
        the time of such acceptance such successor trustee shall be eligible under
        the
        provisions of Section 8.06 and the appointment of such successor trustee
        shall
        not result in a downgrading of any Class of Certificates by each Rating Agency,
        as evidenced by a letter from each Rating Agency.

       

      Upon
        acceptance of appointment by a successor trustee as provided in this Section,
        the Depositor shall mail notice of the succession of such trustee hereunder
        to
        all Holders of Certificates at their addresses as shown in the Certificate
        Register. If the Depositor fails to mail such notice within 10 days after
        acceptance of appointment by the successor trustee, the successor trustee
        shall
        cause such notice to be mailed at the expense of the Depositor.

       

      SECTION
        8.09. Merger
        or
        Consolidation of Trustee.

       

      Any
        corporation or association into which the Trustee may be merged or converted
        or
        with which it may be consolidated or any corporation or association resulting
        from any merger, conversion or consolidation to which the Trustee shall be
        a
        party, or any corporation or association succeeding to the business of the
        Trustee shall be the successor of the Trustee hereunder, provided such
        corporation or association shall be eligible under the provisions of Section
        8.06, without the execution or filing of any paper or any further act on
        the
        part of any of the parties hereto, anything herein to the contrary
        notwithstanding.

       

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

       

      Notwithstanding
        any other provisions hereof, at any time, for the purpose of meeting any
        legal
        requirements of any jurisdiction in which any part of REMIC I or property
        securing the same may at the time be located, the Master Servicer and the
        Trustee acting jointly shall have the power and shall execute and deliver
        all
        instruments to appoint one or more Persons approved by the Trustee and the
        NIMS
        Insurer to act as co-trustee or co-trustees, jointly with the Trustee, or
        separate trustee or separate trustees, of all or any part of REMIC I, and
        to
        vest in such Person or Persons, in such capacity, such title to REMIC I,
        or any
        part thereof, and, subject to the other provisions of this Section 8.10,
        such
        powers, duties, obligations, rights and trusts as the Master Servicer and
        the
        Trustee may consider necessary or desirable. Any such co-trustee or separate
        trustee shall be subject to the written approval of the Master Servicer and
        the
        NIMS Insurer. If the Master Servicer and the NIMS Insurer shall not have
        joined
        in such appointment within 15 days after the receipt by it of a request so
        to
        do, or in case a Master Servicer Event of Default shall have occurred and
        be
        continuing, the Trustee alone shall have the power to make such appointment.
        No
        co-trustee or separate trustee hereunder shall be required to meet the terms
        of
        eligibility as a successor trustee under Section 8.06 hereunder and no notice
        to
        the Holders of Certificates of the appointment of co-trustee(s) or separate
        trustee(s) shall be required under Section 8.08 hereof.

       

      In
        the
        case of any appointment of a co-trustee or separate trustee pursuant to this
        Section 8.10, all rights, powers, duties and obligations conferred or imposed
        upon the Trustee shall be conferred or imposed upon and exercised or performed
        by the Trustee and such separate trustee or co-trustee jointly, except to
        the
        extent that under any law of any jurisdiction in which any particular act
        or
        acts are to be performed by the Trustee (whether as Trustee hereunder or
        as
        successor to the Master Servicer hereunder), the Trustee shall be incompetent
        or
        unqualified to perform such act or acts, in which event such rights, powers,
        duties and obligations (including the holding of title to REMIC I or any
        portion
        thereof in any such jurisdiction) shall be exercised and performed by such
        separate trustee or co-trustee at the direction of the Trustee.

       

      Any
        notice, request or other writing given to the Trustee shall be deemed to
        have
        been given to each of the then separate trustees and co-trustees, as effectively
        as if given to each of them. Every instrument appointing any separate trustee
        or
        co-trustee shall refer to this Agreement and the conditions of this Article
        VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
        conferred, shall be vested with the estates or property specified in its
        instrument of appointment, either jointly with the Trustee or separately,
        as may
        be provided therein, subject to all the provisions of this Agreement,
        specifically including every provision of this Agreement relating to the
        conduct
        of, affecting the liability of, or affording protection to, the Trustee.
        Every
        such instrument shall be filed with the Trustee and a copy thereof given
        to the
        Depositor, the Master Servicer and the NIMS Insurer.

       

      Any
        separate trustee or co-trustee may, at any time, constitute the Trustee,
        its
        agent or attorney-in-fact, with full power and authority, to the extent not
        prohibited by law, to do any lawful act under or in respect of this Agreement
        on
        its behalf and in its name. If any separate trustee or co-trustee shall die,
        become incapable of acting, resign or be removed, all of its estates,
        properties, rights, remedies and trusts shall vest in and be exercised by
        the
        Trustee, to the extent permitted by law, without the appointment of a new
        or
        successor trustee.

       

      SECTION
        8.11. Appointment
        of Custodians.

       

      The
        Trustee may, with the consent of the Depositor and the Master Servicer appoint
        one or more Custodians to hold all or a portion of the Mortgage Files as
        agent
        for the Trustee, by entering into a Custodial Agreement. The appointment
        of any
        Custodian may at any time be terminated and a substitute Custodian appointed
        therefor upon the reasonable request of the Master Servicer to the Trustee,
        the
        consent to which shall not be unreasonably withheld. The Trustee shall pay
        any
        and all fees and expenses of any Custodian in accordance with each Custodial
        Agreement (provided that if expenses of the kind that would be reimbursable
        to
        the Trustee pursuant to Section 8.05 if incurred by the Trustee are incurred
        by
        the Custodian, the Trustee shall be entitled to reimbursement under Section
        8.05
        for such kind of expenses to the extent the Trustee has paid such expenses
        on
        behalf of the Custodian or for which the Trustee has reimbursed the Custodian).
        The Trustee initially appoints the Custodian as Custodian, and the Depositor
        and
        the Master Servicer consent to such appointment. Subject to Article VIII
        hereof,
        the Trustee agrees to comply with the terms of each Custodial Agreement and
        to
        enforce the terms and provisions thereof against the Custodian for the benefit
        of the Certificateholders having an interest in any Mortgage File held by
        such
        Custodian. Each Custodian shall be a depository institution or trust company
        subject to supervision by federal or state authority, shall have combined
        capital and surplus of at least $10,000,000 and shall be qualified to do
        business in the jurisdiction in which it holds any Mortgage File. Each Custodial
        Agreement may be amended only as provided in Section 11.01. In no event shall
        the appointment of any Custodian pursuant to a Custodial Agreement diminish
        the
        obligations of the Trustee hereunder.

       

      SECTION
        8.12. Appointment
        of Office or Agency.

       

      The
        Trustee shall designate an office or agency in the United States where the
        Certificates may be surrendered for registration of transfer or exchange,
        and
        presented for final distribution. As of the Closing Date, the Trustee designates
        the office of its agent located c/o DB Services Tennessee, 648 Grassmere
        Park
        Road, Nashville, Tennessee 37211-3658, Attention: Transfer Unit, for such
        purposes. 

       

      SECTION
        8.13. Representations
        and Warranties of the Trustee.

       

      The
        Trustee hereby represents and warrants, to the Master Servicer and the
        Depositor, as of the Closing Date, that:

       

      (i) It
        is a
        national banking association duly organized, validly existing and in good
        standing under the laws of the United States.

       

      (ii) The
        execution and delivery of this Agreement by it, and the performance and
        compliance with the terms of this Agreement by it, shall not violate its
        charter
        or bylaws or constitute a default (or an event which, with notice or lapse
        of
        time, or both, would constitute a default) under, or result in the breach
        of,
        any material agreement or other instrument to which it is a party or which
        is
        applicable to it or any of its assets.

       

      (iii) It
        has
        the full power and authority to enter into and consummate all transactions
        contemplated by this Agreement, has duly authorized the execution, delivery
        and
        performance of this Agreement, and has duly executed and delivered this
        Agreement.

       

      (iv) This
        Agreement, assuming due authorization, execution and delivery by the other
        parties hereto, constitutes a valid, legal and binding obligation of it,
        enforceable against it in accordance with the terms hereof, subject to (A)
        applicable bankruptcy, insolvency, receivership, reorganization, moratorium
        and
        other laws affecting the enforcement of creditors’ rights generally, and (B)
        general principles of equity, regardless of whether such enforcement is
        considered in a proceeding in equity or at law.

       

      (v) It
        is not
        in violation of, and its execution and delivery of this Agreement and its
        performance and compliance with the terms of this Agreement shall not constitute
        a violation of, any law, any order or decree of any court or arbiter, or
        any
        order, regulation or demand of any federal, state or local governmental or
        regulatory authority, which violation, in its good faith and reasonable
        judgment, is likely to affect materially and adversely either the ability
        of it
        to perform its obligations under this Agreement or its financial
        condition.

       

      (vi) No
        litigation is pending or, to the best knowledge, threatened against it which
        would prohibit it from entering into this Agreement or, in its good faith
        reasonable judgment, is likely to materially and adversely affect either
        its
        ability to perform its obligations under this Agreement or its financial
        condition.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        IX

       

      TERMINATION

       

      SECTION
        9.01. Termination
        Upon Repurchase or Liquidation of All Mortgage Loans.

       

      (a) Subject
        to Section 9.02, the respective obligations and responsibilities under this
        Agreement of the Depositor, the Master Servicer and the Trustee (other than
        the
        obligations of the Master Servicer to the Trustee pursuant to Section 8.05
        and
        of the Master Servicer to provide for and the Trustee to make payments in
        respect of the REMIC Regular Interests or the Classes of Certificates as
        hereinafter set forth) shall terminate upon payment to the Certificateholders
        and the deposit of all amounts held by or on behalf of the Trustee and required
        hereunder to be so paid or deposited on the Distribution Date coinciding
        with or
        following the earlier to occur of (i) the purchase by the Terminator (as
        defined
        below) of all Mortgage Loans and each REO Property remaining in REMIC I and
        (ii)
        the final payment or other liquidation (or any advance with respect thereto)
        of
        the last Mortgage Loan or REO Property remaining in REMIC I; provided, however,
        that in no event shall the trust created hereby continue beyond the earlier
        of
        (a) the “latest possible maturity date” and (b) the expiration of 21 years from
        the death of the last survivor of the descendants of Joseph P. Kennedy, the
        late
        ambassador of the United States to the Court of St. James, living on the
        date
        hereof. The purchase by the Terminator of all Mortgage Loans and each REO
        Property remaining in REMIC I shall be at a price (the “Termination Price”)
        equal to the sum of (x) any Swap Termination Payment owed to the Interest
        Rate
        Swap Provider and (y) the greater of (A) the aggregate fair market value
        of all
        of the assets of REMIC I and (B) the sum of the Stated Principal Balance
        of the
        Mortgage Loans (after giving effect to scheduled payments of principal due
        during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) and the appraised fair market value of the REO Properties plus accrued
        interest through the end of the calendar month preceding the month of the
        final
        Distribution Date and any unreimbursed Advances and Servicing Advances(in
        the
        case of fair market values required to be determined under (A) or (B) above,
        as
        determined by the Terminator, the Trustee and, if the Terminator is not the
        NIMS
        Insurer, the NIMS Insurer, as of the close of business on the third Business
        Day
        next preceding the date upon which notice of any such termination is furnished
        to Certificateholders pursuant to the third paragraph of this Section 9.01);
        provided, however, such option may only be exercised if the Termination Price
        is
        sufficient to pay all interest accrued on, as well as amounts necessary to
        retire the note balance of, each class of notes issued pursuant to the Indenture
        and any amounts owed to the NIMS Insurer at the time the option is
        exercised.

       

      (b) The
        majority holders of the Class CE Certificates or the Master Servicer, in
        that
        order, (or if the majority holders of the Class CE Certificates and the Master
        Servicer fail to exercise such right, the NIMS Insurer) shall have the right
        (the party exercising such right, the “Terminator”), to purchase all of the
        Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause
        (i)
        of the preceding paragraph no later than the Determination Date in the month
        immediately preceding the Distribution Date on which the Certificates shall
        be
        retired; provided, however, that the Terminator may elect to purchase all
        of the
        Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause
        (i)
        above only (A) if the aggregate Stated Principal Balance of the Mortgage
        Loans
        and each REO Property remaining in the Trust Fund at the time of such election
        is less than 10% of the sum of (i) the aggregate Stated Principal Balance
        of the
        Initial Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded
        Amounts and (B) if the Terminator is the Master Servicer and is an affiliate
        of
        the Seller, the Master Servicer shall have delivered to the Trustee and the
        NIMS
        Insurer a written certification that the burdens of servicing the Mortgage
        Loans
        and REO Properties remaining in REMIC I exceed the benefits of the Servicing
        Fees that would be realized by the Master Servicer if it continued to service
        such assets on behalf of the Trust Fund. By acceptance of the Residual
        Certificates, the Holders of the Residual Certificates agree, in connection
        with
        any termination hereunder, to pledge any amounts in excess of par, and to
        the
        extent received in respect of such termination, to pay any such amounts to
        the
        Holders of the Class CE Certificates.

       

      (c) Notice
        of
        the liquidation of the REMIC Regular Interests shall be given promptly by
        the
        Trustee by letter to Certificateholders mailed (a) in the event such notice
        is
        given in connection with the purchase of the Mortgage Loans and each REO
        Property by the Terminator, not earlier than the 15th
        day and
        not later than the 25th
        day of
        the month next preceding the month of the final distribution on the Certificates
        or (b) otherwise during the month of such final distribution on or before
        the
        Determination Date in such month, in each case specifying (i) the Distribution
        Date upon which the Trust Fund shall terminate and final payment in respect
        of
        the REMIC Regular Interests and the Certificates shall be made upon presentation
        and surrender of the related Certificates at the office of the Trustee therein
        designated, (ii) the amount of any such final payment, (iii) that no interest
        shall accrue in respect of the REMIC Regular Interests or the Certificates
        from
        and after the Interest Accrual Period relating to the final Distribution
        Date
        therefor and (iv) that the Record Date otherwise applicable to such Distribution
        Date is not applicable, payments being made only upon presentation and surrender
        of the Certificates at the office of the Trustee. The Trustee shall give
        such
        notice to the Certificate Registrar at the time such notice is given to
        Certificateholders. In the event such notice is given in connection with
        the
        purchase of all of the Mortgage Loans and each REO Property remaining in
        REMIC I
        by the Terminator, the Terminator shall deliver to the Trustee for deposit
        in
        the Distribution Account not later than the last Business Day preceding the
        final Distribution Date on the Certificates an amount in immediately available
        funds equal to the above-described purchase price. Upon certification to
        the
        Trustee by a Servicing Officer of the making of such final deposit, the Trustee
        shall promptly release or cause to be released to the Terminator the Mortgage
        Files for the remaining Mortgage Loans, and the Trustee shall execute all
        assignments, endorsements and other instruments necessary to effectuate such
        transfer.

       

      (d) Upon
        presentation of the Certificates by the Certificateholders on the final
        Distribution Date, the Trustee shall distribute to each Certificateholder
        so
        presenting and surrendering its Certificates the amount otherwise distributable
        on such Distribution Date in accordance with Section 4.01 in respect of the
        Certificates so presented and surrendered. Any funds not distributed to any
        Holder or Holders of Certificates being retired on such Distribution Date
        because of the failure of such Holder or Holders to tender their Certificates
        shall, on such date, be set aside and held in trust by the Trustee and credited
        to the account of the appropriate non-tendering Holder or Holders. If any
        Certificates as to which notice has been given pursuant to this Section 9.01
        shall not have been surrendered for cancellation within six months after
        the
        time specified in such notice, the Trustee shall mail a second notice to
        the
        remaining non-tendering Certificateholders to surrender their Certificates
        for
        cancellation in order to receive the final distribution with respect thereto.
        If
        within one year after the second notice all such Certificates shall not have
        been surrendered for cancellation, the Trustee shall, directly or through
        an
        agent, mail a final notice to remaining related non-tendering Certificateholders
        concerning surrender of their Certificates. The costs and expenses of
        maintaining the funds in trust and of contacting such Certificateholders
        shall
        be paid out of the assets remaining in the trust funds. If within one year
        after
        the final notice any such Certificates shall not have been surrendered for
        cancellation, the Trustee shall pay to the Underwriters all remaining amounts,
        and all rights of non-tendering Certificateholders in or to such amounts
        shall
        thereupon cease. No interest shall accrue or be payable to any Certificateholder
        on any amount held in trust by the Trustee as a result of such
        Certificateholder’s failure to surrender its Certificate(s) for final payment
        thereof in accordance with this Section 9.01.

       

      Immediately
        following the deposit of funds in trust hereunder in respect of the
        Certificates, the Trust Fund shall terminate.

       

      SECTION
        9.02. Additional
        Termination Requirements.

       

      (a) In
        the
        event that the Terminator purchases all the Mortgage Loans and each REO Property
        or the final payment on or other liquidation of the last Mortgage Loan or
        REO
        Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund shall
        be
        terminated in accordance with the following additional
        requirements:

       

      (i) The
        Trustee shall specify the first day in the 90-day liquidation period in a
        statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury
        regulation Section 1.860F-1 and shall satisfy all requirements of a qualified
        liquidation under Section 860F of the Code and any regulations thereunder,
        as
        evidenced by an Opinion of Counsel obtained at the expense of the
        Terminator;

       

      (ii) During
        such 90-day liquidation period, and at or prior to the time of making of
        the
        final payment on the Certificates, the Trustee shall sell all of the assets
        of
        REMIC I to the Terminator for cash; and

       

      (iii) At
        the
        time of the making of the final payment on the Certificates, the Trustee
        shall
        distribute or credit, or cause to be distributed or credited, to the Holders
        of
        the Residual Certificates all cash on hand in the Trust Fund (other than
        cash
        retained to meet claims), and the Trust Fund shall terminate at that
        time.

       

      (b) At
        the
        expense of the applicable Terminator (or in the event of termination under
        Section 9.01(a)(ii), at the expense of the Trustee), the Trustee shall prepare
        or cause to be prepared the documentation required in connection with the
        adoption of a plan of liquidation of each Trust REMIC pursuant to this Section
        9.02.

       

      (c) By
        their
        acceptance of Certificates, the Holders thereof hereby agree to authorize
        the
        Trustee to specify the 90-day liquidation period for each Trust REMIC which
        authorization shall be binding upon all successor
        Certificateholders.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        X

       

      REMIC
        PROVISIONS

       

      SECTION
        10.01. REMIC
        Administration.

       

      (a) The
        Trustee shall elect to treat each Trust REMIC as a REMIC under the Code and,
        if
        necessary, under applicable state law. Each such election shall be made by
        the
        Trustee on Form 1066 or other appropriate federal tax or information return
        or
        any appropriate state return for the taxable year ending on the last day
        of the
        calendar year in which the Certificates are issued. For the purposes of the
        REMIC election in respect of REMIC I, (i) the REMIC I Regular Interests shall
        be
        designated as the Regular Interests in REMIC I and the Class R-I Interest
        shall
        be designated as the Residual Interest in REMIC I, (ii) the
        REMIC
        II Regular Interests shall be designated as the Regular Interests in REMIC
        II
        and the Class R-II Interest shall be designated as the Residual Interest
        in
        REMIC II,
        (iii)
        the REMIC III Regular Interests shall be designated as the Regular Interests
        in
        REMIC III and the Class R-III Interest shall be designated as the Residual
        Interest in REMIC III, (iv) the Class A Certificates, the Mezzanine Certificates
        (exclusive of the right to receive payments from the Net WAC Carryover Reserve
        Account or the Swap Account or the obligation to make payments to the Swap
        Account), the Class SWAP-IO Interest, the Class CE Interest and the Class
        P
        Interest shall be designated as the Regular Interests in REMIC IV and the
        Class
        R-IV Interest shall be designated as the Residual Interest in REMIC IV, (v)
        the
        Class CE Certificates (exclusive of any obligation to make payments to the
        Net
        WAC Rate Carryover Reserve Account or the Swap Account) shall be designated
        as
        the Regular Interests in REMIC V and the Class R-V Interest shall be designated
        as the Residual Interest in REMIC V, (vi) the Class P Certificates shall
        be
        designated as the Regular Interests in REMIC VI and the Class R-VI Interest
        shall be designated as the Residual Interest in REMIC VI and (vii) REMIC
        VII
        Regular Interest SWAP-IO shall be designated as the Regular Interests in
        REMIC
        VII and the Class R-VII Interest shall be designated as the Residual Interest
        in
        REMIC VII. The Trustee shall not permit the creation of any “interests” in any
        Trust REMIC (within the meaning of Section 860G of the Code) other than the
        REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III
        Regular
        Interests, the Class CE Interest, the Class P Interest, the Class SWAP-IO
        Interest and the interests represented by the Certificates.

       

      (b) The
        Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
        within the meaning of Section 860G(a)(9) of the Code.

       

      (c) The
        Trustee shall pay out of its own funds, without any right of reimbursement,
        any
        and all expenses relating to any tax audit of the Trust Fund caused by the
        Trustee (including, but not limited to, any professional fees or any
        administrative or judicial proceedings with respect to any Trust REMIC that
        involve the Internal Revenue Service or state tax authorities), other than
        the
        expense of obtaining any tax related Opinion of Counsel except as specified
        herein. The Trustee, as agent for each Trust REMIC’s tax matters person, shall
        (i) act on behalf of the Trust Fund in relation to any tax matter or controversy
        involving any Trust REMIC and (ii) represent the Trust Fund in any
        administrative or judicial proceeding relating to an examination or audit
        by any
        governmental taxing authority with respect thereto. The Holder of the largest
        Percentage Interest of each Class of Residual Certificates shall be designated,
        in the manner provided under Treasury regulations section 1.860F-4(d) and
        Treasury regulations section 301.6231(a)(7)-1, as the tax matters person
        of the
        related REMIC created hereunder. By their acceptance thereof, the Holder
        of the
        largest Percentage Interest of the Residual Certificates hereby agrees to
        irrevocably appoint the Trustee or an Affiliate as its agent to perform all
        of
        the duties of the tax matters person for the Trust Fund.

       

      (d) The
        Trustee shall prepare, sign and file all of the Tax Returns in respect of
        each
        REMIC created hereunder. The expenses of preparing and filing such returns
        shall
        be borne by the Trustee without any right of reimbursement therefor. The
        Master
        Servicer shall provide on a timely basis to the Trustee or its designee such
        information with respect to the assets of the Trust Fund as is in its possession
        and reasonably required by the Trustee to enable it to perform its obligations
        under this Article.

       

      (e) The
        Trustee shall perform on behalf of each Trust REMIC all reporting and other
        tax
        compliance duties that are the responsibility of such REMIC under the Code,
        the
        REMIC Provisions or other compliance guidance issued by the Internal Revenue
        Service or any state or local taxing authority. Among its other duties, as
        required by the Code, the REMIC Provisions or other such compliance guidance,
        the Trustee shall provide (i) to any Transferor of a Residual Certificate
        such
        information as is necessary for the application of any tax relating to the
        transfer of a Residual Certificate to any Person who is not a Permitted
        Transferee, (ii) to the Certificateholders such information or reports as
        are
        required by the Code or the REMIC Provisions including reports relating to
        interest, original issue discount and market discount or premium (using the
        Prepayment Assumption as required) and (iii) to the Internal Revenue Service
        the
        name, title, address and telephone number of the person who shall serve as
        the
        representative of each Trust REMIC. The Master Servicer shall provide on
        a
        timely basis to the Trustee such information with respect to the assets of
        the
        Trust Fund, including, without limitation, the Mortgage Loans, as is in its
        possession and reasonably required by the Trustee to enable each of them
        to
        perform their respective obligations under this subsection. In addition,
        the
        Depositor shall provide or cause to be provided to the Trustee within ten
        (10)
        days after the Closing Date, all information or data that the Trustee reasonably
        determines to be relevant for tax purposes as to the valuations and issue
        prices
        of the Certificates, including, without limitation, the price, yield, prepayment
        assumption and projected cash flow of the Certificates.

       

      (f) The
        Trustee shall take such action and shall cause each REMIC created hereunder
        to
        take such action as shall be necessary to create or maintain the status thereof
        as a REMIC under the REMIC Provisions (and the Master Servicer shall assist
        it,
        to the extent reasonably requested by it). The Trustee shall not take any
        action, cause the Trust Fund to take any action or fail to take (or fail
        to
        cause to be taken) any action that, under the REMIC Provisions, if taken
        or not
        taken, as the case may be, could (i) endanger the status of any Trust REMIC
        as a
        REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including
        but not limited to the tax on prohibited transactions as defined in Section
        860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
        in
        Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
        unless the Trustee and the NIMS Insurer have received an Opinion of Counsel,
        addressed to the Trustee and the NIMS Insurer (at the expense of the party
        seeking to take such action but in no event at the expense of the Trustee)
        to
        the effect that the contemplated action shall not, with respect to any Trust
        REMIC, endanger such status or result in the imposition of such a tax, nor
        shall
        the Master Servicer take or fail to take any action (whether or not authorized
        hereunder) as to which the Trustee and the NIMS Insurer has advised it in
        writing that it has received an Opinion of Counsel to the effect that an
        Adverse
        REMIC Event could occur with respect to such action. In addition, prior to
        taking any action with respect to any Trust REMIC or the respective assets
        of
        each, or causing any Trust REMIC to take any action, which is not contemplated
        under the terms of this Agreement, the Master Servicer shall consult with
        the
        Trustee, the NIMS Insurer or its designee, in writing, with respect to whether
        such action could cause an Adverse REMIC Event to occur with respect to any
        Trust REMIC, and the Master Servicer shall not take any such action or cause
        any
        Trust REMIC to take any such action as to which the Trustee or the NIMS Insurer
        has advised it in writing that an Adverse REMIC Event could occur. The Trustee
        or the NIMS Insurer may consult with counsel to make such written advice,
        and
        the cost of same shall be borne by the party seeking to take the action not
        permitted by this Agreement, but in no event shall such cost be an expense
        of
        the Trustee. At all times as may be required by the Code, the Master Servicer
        on
        behalf of the Trustee shall ensure that substantially all of the assets of
        any
        Trust REMIC shall consist of “qualified mortgages” as defined in Section
        860G(a)(3) of the Code and “permitted investments” as defined in Section
        860G(a)(5) of the Code.

       

      (g) In
        the
        event that any tax is imposed on “prohibited transactions” of any REMIC created
        hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
        foreclosure property” of such REMIC as defined in Section 860G(c) of the Code,
        on any contributions to any such REMIC after the Startup Day therefor pursuant
        to Section 860G(d) of the Code, or any other tax is imposed by the Code or
        any
        applicable provisions of state or local tax laws, such tax shall be charged
        (i)
        to the Trustee pursuant to Section 10.03 hereof, if such tax arises out of
        or
        results from a breach by the Trustee of any of its obligations under this
        Article X, (ii) to the Master Servicer pursuant to Section 10.03 hereof,
        if such
        tax arises out of or results from a breach by the Master Servicer of any
        of its
        obligations under Article III or this Article X, or otherwise (iii) against
        amounts on deposit in the Distribution Account and shall be paid by withdrawal
        therefrom.

       

      (h) On
        or
        before April 15th
        of each
        calendar year, commencing April 15, 2007, the Trustee shall deliver to the
        Master Servicer, the NIMS Insurer and each Rating Agency a Certificate from
        a
        Responsible Officer of the Trustee stating, without regard to any action
        taken
        by any party other than the Trustee, the Trustee’s compliance with this Article
        X.

       

      (i) The
        Trustee shall, for federal income tax purposes, maintain books and records
        with
        respect to each Trust REMIC on a calendar year and on an accrual basis. The
        Trustee shall apply for an Employer Identification Number for the Trust Fund
        from the Internal Revenue Service via a Form SS-4 or such other form as is
        appropriate.

       

      (j) Following
        the Startup Day, the Trustee shall not accept any contributions of assets
        to any
        Trust REMIC other than in connection with any Qualified Substitute Mortgage
        Loan
        delivered in accordance with Section 2.03 unless it shall have received an
        Opinion of Counsel to the effect that the inclusion of such assets in the
        Trust
        Fund shall not cause the related REMIC to fail to qualify as a REMIC at any
        time
        that any Certificates are outstanding or subject such REMIC to any tax under
        the
        REMIC Provisions or other applicable provisions of federal, state and local
        law
        or ordinances.

       

      (k) Neither
        the Trustee nor the Master Servicer shall enter into any arrangement by which
        any Trust REMIC shall receive a fee or other compensation for services nor
        permit any such REMIC to receive any income from assets other than the Mortgage
        Pool which are deemed to constitute “qualified mortgages” as defined in Section
        860G(a)(3) of the Code or “permitted investments” as defined in Section
        860G(a)(5) of the Code.

       

      SECTION
        10.02. Prohibited
        Transactions and Activities.

       

      None
        of
        the Depositor, the Master Servicer or the Trustee shall sell, dispose of
        or
        substitute for any of the Mortgage Loans (except in connection with (i) the
        foreclosure of a Mortgage Loan, including but not limited to, the acquisition
        or
        sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
        the
        bankruptcy of REMIC I, (iii) the termination of REMIC I pursuant to Article
        IX
        of this Agreement, (iv) a substitution pursuant to Article II of this Agreement
        or (v) a purchase of Mortgage Loans pursuant to Article II or III of this
        Agreement), or acquire any assets for any Trust REMIC (other than REO Property
        acquired in respect of a defaulted Mortgage Loan), or sell or dispose of
        any
        investments in the Collection Account or the Distribution Account for gain,
        or
        accept any contributions to any Trust REMIC after the Closing Date (other
        than a
        Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03),
        unless it has received an Opinion of Counsel, addressed to the Trustee and
        the
        NIMS Insurer (at the expense of the party seeking to cause such sale,
        disposition, substitution, acquisition or contribution but in no event at
        the
        expense of the Trustee) that such sale, disposition, substitution, acquisition
        or contribution shall not (a) affect adversely the status of any Trust REMIC
        as
        a REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited
        transactions” or “contributions” pursuant to the REMIC Provisions.

       

      SECTION
        10.03. Master
        Servicer and Trustee Indemnification.

       

      (a) The
        Trustee agrees to indemnify the Trust Fund, the NIMS Insurer, the Depositor
        and
        the Master Servicer for any taxes and costs including, without limitation,
        any
        reasonable attorneys fees imposed on or incurred by the Trust Fund, the
        Depositor or the Master Servicer, caused solely by the Trustee’s failure to act
        in accordance with its standard of care set forth in this Article X or any
        state, local or franchise taxes imposed upon the Trust as a result of the
        location of the Trustee.

       

      (b) The
        Master Servicer agrees to indemnify the Trust Fund, the NIMS Insurer, the
        Depositor and the Trustee for any taxes and costs including, without limitation,
        any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
        Depositor or the Trustee, as a result of a breach of the Master Servicer’s
        covenants set forth in Article III or this Article X or any state, local
        or
        franchise taxes imposed upon the Trust as a result of the location of the
        Master
        Servicer or any subservicer.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        XI

       

      MISCELLANEOUS
        PROVISIONS

       

      SECTION
        11.01. Amendment.

       

      This
        Agreement or any Custodial Agreement may be amended from time to time by
        the
        Depositor, the Master Servicer, the Trustee and, if applicable, the Custodian
        with the consent of the NIMS Insurer and without the consent of any of the
        Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct,
        modify
        or supplement any provisions herein (including to give effect to the
        expectations of Certificateholders), or in any Custodial Agreement, or (iii)
        to
        make any other provisions with respect to matters or questions arising under
        this Agreement or in any Custodial Agreement which shall not be inconsistent
        with the provisions of this Agreement or such Custodial Agreement, provided
        that
        such action shall not adversely affect in any material respect the interests
        of
        any Certificateholder, as evidenced by either (i) an Opinion of Counsel
        delivered to the Master Servicer and the Trustee to such effect or (ii)
        confirmation from the Rating Agencies that such amendment shall not result
        in
        the reduction or withdrawal of the rating of any outstanding Class of
        Certificates. No amendment shall be deemed to adversely affect in any material
        respect the interests of any Certificateholder who shall have consented thereto,
        and no Opinion of Counsel shall be required to address the effect of any
        such
        amendment on any such consenting Certificateholder.

       

      This
        Agreement or any Custodial Agreement may also be amended from time to time
        by
        the Depositor, the Master Servicer, the NIMS Insurer and the Trustee with
        the
        consent of the NIMS Insurer and the Holders of Certificates entitled to at
        least
        66% of the Voting Rights for the purpose of adding any provisions to or changing
        in any manner or eliminating any of the provisions of this Agreement or any
        Custodial Agreement or of modifying in any manner the rights of the Interest
        Rate Swap Provider or Holders of Certificates; provided, however, that no
        such
        amendment shall (i) reduce in any manner the amount of, or delay the timing
        of,
        payments received on Mortgage Loans which are required to be distributed
        on any
        Certificate without the consent of the Holder of such Certificate, (ii)
        adversely affect in any material respect the interests of the Interest Rate
        Swap
        Provider or Holders or of any Class of Certificates (as evidenced by either
        (i)
        an Opinion of Counsel delivered to the Trustee or (ii) written notice to
        the
        Depositor, the Master Servicer and the Trustee from the Rating Agencies that
        such action shall not result in the reduction or withdrawal of the rating
        of any
        outstanding Class of Certificates with respect to which it is a Rating Agency)
        in a manner other than as described in (i), or (iii) modify the consents
        required by the immediately preceding clauses (i) and (ii) without the consent
        of the Holders of all Certificates then outstanding. Notwithstanding any
        other
        provision of this Agreement, for purposes of the giving or withholding of
        consents pursuant to this Section 11.01, Certificates registered in the name
        of
        the Depositor or the Master Servicer or any Affiliate thereof shall be entitled
        to Voting Rights with respect to matters affecting such
        Certificates.

       

      Notwithstanding
        any contrary provision of this Agreement, neither the Trustee nor the NIMS
        Insurer shall consent to any amendment to this Agreement unless it shall
        have
        first received an Opinion of Counsel satisfactory to the NIMS Insurer to
        the
        effect that such amendment shall not result in the imposition of any tax
        on any
        Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to
        fail to
        qualify as a REMIC at any time that any Certificates are
        outstanding.

       

      Notwithstanding
        any of the other provisions of this Section 11.01, none of the Depositor,
        the
        Master Servicer or the Trustee shall enter into any amendment of this Agreement
        that would significantly change the permitted activities of the Trust Fund
        without the consent of the NIMS Insurer and the Holders of Certificates that
        represent more than 50% of the aggregate Certificate Principal Balance of
        all
        Certificates.

       

      Notwithstanding
        any of the other provisions of this Section 11.01, none of the Depositor,
        the
        Master Servicer or the Trustee shall enter into any amendment to Section
        3.05(c)(i), Section 4.01(f), Section 4.10 or Section 11.10 of this Agreement
        or
        any other amendment that would have a material adverse affect on the Interest
        Rate Swap Provider without the prior written consent of the Interest Rate
        Swap
        Provider.

       

      Promptly
        after the execution of any such amendment the Trustee shall furnish a copy
        of
        such amendment to each Certificateholder.

       

      It
        shall
        not be necessary for the consent of Certificateholders under this Section
        11.01
        to approve the particular form of any proposed amendment, but it shall be
        sufficient if such consent shall approve the substance thereof. The manner
        of
        obtaining such consents and of evidencing the authorization of the execution
        thereof by Certificateholders shall be subject to such reasonable regulations
        as
        the Trustee may prescribe.

       

      The
        cost
        of any Opinion of Counsel to be delivered pursuant to this Section 11.01
        shall
        be borne by the Person seeking the related amendment, but in no event shall
        such
        Opinion of Counsel be an expense of the Trustee.

       

      The
        Trustee may, but shall not be obligated to enter into any amendment pursuant
        to
        this Section that affects its respective rights, duties and immunities under
        this Agreement or otherwise.

       

      SECTION
        11.02. Recordation
        of Agreement; Counterparts.

       

      To
        the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the properties subject
        to
        the Mortgages are situated, and in any other appropriate public recording
        office
        or elsewhere, such recordation to be effected by the Master Servicer at the
        expense of the Certificateholders, but only upon direction of the Trustee
        accompanied by an Opinion of Counsel to the effect that such recordation
        materially and beneficially affects the interests of the
        Certificateholders.

       

      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts shall constitute but one and the same
        instrument.

       

      SECTION
        11.03. Limitation
        on Rights of Certificateholders.

       

      The
        death
        or incapacity of any Certificateholder shall not operate to terminate this
        Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
        representatives or heirs to claim an accounting or to take any action or
        proceeding in any court for a partition or winding up of the Trust Fund,
        nor
        otherwise affect the rights, obligations and liabilities of the parties hereto
        or any of them.

       

      No
        Certificateholder shall have any right to vote (except as expressly provided
        for
        herein) or in any manner otherwise control the operation and management of
        the
        Trust Fund, or the obligations of the parties hereto, nor shall anything
        herein
        set forth, or contained in the terms of any of the Certificates, be construed
        so
        as to constitute the Certificateholders from time to time as partners or
        members
        of an association; nor shall any Certificateholder be under any liability
        to any
        third person by reason of any action taken by the parties to this Agreement
        pursuant to any provision hereof.

       

      No
        Certificateholder shall have any right by virtue of any provision of this
        Agreement to institute any suit, action or proceeding in equity or at law
        upon
        or under or with respect to this Agreement, unless (i) such Holder previously
        shall have given to the Trustee a written notice of default and of the
        continuance thereof, as hereinbefore provided, and (ii) the Holders of
        Certificates entitled to at least 25% of the Voting Rights shall have made
        written request upon the Trustee to institute such action, suit or proceeding
        in
        the name of the Trustee hereunder and shall have offered to the Trustee such
        reasonable indemnity as it may require against the costs, expenses and
        liabilities to be incurred therein or thereby, and the Trustee, for 15 days
        after its receipt of such notice, request and offer of indemnity, shall have
        neglected or refused to institute any such action, suit or proceeding. It
        is
        understood and intended, and expressly covenanted by each Certificateholder
        with
        every other Certificateholder and the Trustee, that no one or more Holders
        of
        Certificates shall have any right in any manner whatsoever by virtue of any
        provision of this Agreement to affect, disturb or prejudice the rights of
        the
        Holders of any other of such Certificates, or to obtain or seek to obtain
        priority over or preference to any other such Holder, or to enforce any right
        under this Agreement, except in the manner herein provided and for the equal,
        ratable and common benefit of all Certificateholders. For the protection
        and
        enforcement of the provisions of this Section, each and every Certificateholder
        and the Trustee shall be entitled to such relief as can be given either at
        law
        or in equity.

       

      SECTION
        11.04. Governing
        Law.

       

      This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York and the obligations, rights and remedies of the parties hereunder shall
        be
        determined in accordance with such laws excluding the choice of laws provisions
        therein.

       

      SECTION
        11.05. Notices.

       

      All
        directions, demands, requests, authorizations and notices hereunder shall
        be in
        writing and shall be deemed to have been duly given when received if personally
        delivered at or mailed by first class mail, postage prepaid, or by express
        delivery service, facsimile, electronic mail or delivered in any other manner
        specified herein, to (a) in the case of the Depositor, 1100 Town & Country
        Road, Suite 1100, Orange, California 92868, Attention: Capital Markets (telecopy
        number: (714) 245-0198), or such other address or telecopy number as may
        hereafter be furnished to the Master Servicer, the NIMS Insurer and the Trustee
        in writing by the Depositor, (b) in the case of the Master Servicer, 1100
        Town
& Country Road, 11th
        Floor,
        Orange, California 92868, Attention: General Counsel (telecopy number: (714)
        564-9639), or such other address or telecopy number as may hereafter be
        furnished to the Trustee, the NIMS Insurer and the Depositor in writing by
        the
        Master Servicer, (c) in the case of the Trustee, Deutsche Bank National Trust
        Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934,
        Attention: Trust Administration-AR06M1 (telecopy number: (714) 247-6478),
        or
        such other address or telecopy number as may hereafter be furnished to the
        Master Servicer, the NIMS Insurer and the Depositor in writing by the Trustee;
        provided, however, all reports, statements, certifications and information
        required to be provided to the Trustee pursuant to Section 4.06 for filing
        shall
        be electronically forwarded to DBSec.Notifications@db.com; and (d) in the
        case
        of the NIMS Insurer, such address furnished to the Depositor, the Master
        Servicer and the Trustee in writing by the NIMS Insurer. Any notice required
        or
        permitted to be given to a Certificateholder shall be given by first class
        mail,
        postage prepaid, at the address of such Holder as shown in the Certificate
        Register. Any notice so mailed within the time prescribed in this Agreement
        shall be conclusively presumed to have been duly given when mailed, whether
        or
        not the Certificateholder receives such notice. A copy of any notice required
        to
        be telecopied hereunder also shall be mailed to the appropriate party in
        the
        manner set forth above.

       

      SECTION
        11.06. Severability
        of Provisions.

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the Holders thereof.

       

      SECTION
        11.07. Notice
        to
        Rating Agencies and the NIMS Insurer.

       

      The
        Trustee shall use its best efforts promptly to provide notice to the Rating
        Agencies and the NIMS Insurer with respect to each of the following of which
        it
        has actual knowledge:

       

      1. Any
        material change or amendment to this Agreement;

       

      2. The
        occurrence of any Master Servicer Event of Default that has not been cured
        or
        waived;

       

      3. The
        resignation or termination of the Master Servicer or the Trustee;

       

      4. The
        repurchase or substitution of Mortgage Loans pursuant to or as contemplated
        by
        Section 2.03;

       

      5. The
        final
        payment to the Holders of any Class of Certificates;

       

      6. Any
        change in the location of the Collection Account or the Distribution
        Account;

       

      7. Any
        event
        that would result in the inability of the Trustee, were it to succeed as
        Master
        Servicer, to make advances regarding delinquent Mortgage Loans; and

       

      8. The
        filing of any claim under the Master Servicer’s blanket bond and errors and
        omissions insurance policy required by Section 3.09 or the cancellation or
        material modification of coverage under any such instrument.

       

      In
        addition, the Trustee shall promptly furnish to each Rating Agency and the
        NIMS
        Insurer copies of each report to Certificateholders described in Section
        4.02
        and the Master Servicer, as required pursuant to Section 3.19 and Section
        3.20,
        shall promptly furnish to each Rating Agency copies of the
        following:

       

      1. Each
        annual statement as to compliance described in Section 3.19; and

       

      2. Each
        annual independent public accountants’ servicing report described in Section
        3.20.

       

      Any
        such
        notice pursuant to this Section 11.07 shall be in writing and shall be deemed
        to
        have been duly given if personally delivered at or mailed by first class
        mail,
        postage prepaid, or by express delivery service to Moody’s Investors Service,
        Inc., 99 Church Street, New York, New York 10007, to Fitch Ratings, One State
        Street Plaza, New York, New York 10004 and to Standard & Poor’s Ratings
        Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street,
        New
        York, New York 10041, or such other addresses as the Rating Agencies may
        designate in writing to the parties hereto.

       

      SECTION
        11.08. Article
        and Section References.

       

      All
        article and section references used in this Agreement, unless otherwise
        provided, are to articles and sections in this Agreement.

       

      SECTION
        11.09. Grant
        of
        Security Interest.

       

      It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
        Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
        to secure a debt or other obligation of the Depositor or the Seller. However,
        in
        the event that, notwithstanding the aforementioned intent of the parties,
        the
        Mortgage Loans are held to be property of the Depositor or the Seller, then,
        (a)
        it is the express intent of the parties that such conveyance be deemed a
        pledge
        of the Mortgage Loans by the Depositor to the Trustee to secure a debt or
        other
        obligation of the Depositor or the Seller and (b)(1) this Agreement shall
        also
        be deemed to be a security agreement within the meaning of Articles 8 and
        9 of
        the Uniform Commercial Code as in effect from time to time in the State of
        New
        York; (2) the conveyance provided for in Section 2.01 hereof shall be deemed
        to
        be a grant by the Seller and the Depositor to the Trustee of a security interest
        in all of the Seller’s and the Depositor’s right, title and interest in and to
        the Mortgage Loans and all amounts payable to the Holders of the Mortgage
        Loans
        in accordance with the terms thereof and all proceeds of the conversion,
        voluntary or involuntary, of the foregoing into cash, instruments, securities
        or
        other property, including without limitation all amounts, other than investment
        earnings, from time to time held or invested in the Collection Account and
        the
        Distribution Account, whether in the form of cash, instruments, securities
        or
        other property; (3) the obligations secured by such security agreement shall
        be
        deemed to be all of the Depositor’s obligations under this Agreement, including
        the obligation to provide to the Certificateholders the benefits of this
        Agreement relating to the Mortgage Loans and the Trust Fund; and (4)
        notifications to persons holding such property, and acknowledgments, receipts
        or
        confirmations from persons holding such property, shall be deemed notifications
        to, or acknowledgments, receipts or confirmations from, financial
        intermediaries, bailees or agents (as applicable) of the Trustee for the
        purpose
        of perfecting such security interest under applicable law. Accordingly, the
        Depositor hereby grants to the Trustee a security interest in the Mortgage
        Loans
        and all other property described in clause (2) of the preceding sentence,
        for
        the purpose of securing to the Trustee on behalf of the Certificateholders
        the
        performance by the Depositor of the obligations described in clause (3) of
        the
        preceding sentence. Notwithstanding the foregoing, the parties hereto intend
        the
        conveyance pursuant to Section 2.01 and the transfer pursuant to the Mortgage
        Loan Purchase Agreement to be a true, absolute and unconditional sale of
        the
        Mortgage Loans and assets constituting the Trust Fund by the Depositor to
        the
        Trustee.

       

      SECTION
        11.10. Third
        Party Rights.

       

      Each
        of
        the NIMS Insurer and the Interest Rate Swap Provider shall be third-party
        beneficiaries of this Agreement to the same extent as if they were parties
        hereto, and shall have the right to enforce the provisions of this Agreement.
        Without limiting the generality of the foregoing, provisions herein that
        refer
        to the “benefit” of Certificateholders or the “interests” of the
        Certificateholders or actions “for the benefit of” Certificateholders also
        include an implicit reference to the benefits or interests of the NIMS Insurer,
        if any.

       

      SECTION
        11.11. Intention
        of the Parties and Interpretation.

       

      Each
        of
        the parties acknowledges and agrees that the purpose of Sections 3.19, 3.20
        and
        4.06 of this Agreement is to facilitate compliance by the Depositor with
        the
        provisions of Regulation AB promulgated by the SEC under the Exchange Act
        (17
        C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and
        subject to clarification and interpretive advice as may be issued by the
        staff
        of the SEC from time to time. Therefore, each of the parties agrees that
        (a) the
        obligations of the parties hereunder shall be interpreted in such a manner
        as to
        accomplish that purpose, (b) the parties’ obligations hereunder will be
        supplemented and modified as necessary to be consistent with any such
        amendments, interpretive advice or guidance, convention or consensus among
        active participants in the asset-backed securities markets, opinion of counsel,
        or otherwise in respect of the requirements of Regulation AB, (c) the parties
        shall comply with reasonable requests made by the Depositor for delivery
        of
        additional or different information, to the extent that such information
        is
        available or reasonably attainable, as the Depositor may determine in good
        faith
        is necessary to comply with the provisions of Regulation AB, and (d) no
        amendment of this Agreement shall be required to effect any such changes
        in the
        parties’ obligations as are necessary to accommodate evolving interpretations of
        the provisions of Regulation AB; provided, however, that any such changes
        shall
        require the consent of each of the parties hereto.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have
        caused
        their names to be signed hereto by their respective officers thereunto duly
        authorized, in each case as of the day and year first above
        written.

       

      
        	 	 	 	 	 	 	 	
                ARGENT
                  SECURITIES INC.,

                as
                  Depositor

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  John P. Grazer

              
	 	 	 	 	 	 	 	
                Name:

              	
                John
                  P. Grazer

              
	 	 	 	 	 	 	 	
                Title:

              	
                CFO

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                AMERIQUEST
                  MORTGAGE COMPANY,

                as
                  Master Servicer

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  John P. Grazer

              
	 	 	 	 	 	 	 	
                Name:

              	
                John
                  P. Grazer

              
	 	 	 	 	 	 	 	
                Title:

              	
                EVP

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY,

                as
                  Trustee

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Ronaldo Reyes

              
	 	 	 	 	 	 	 	
                Name:

              	
                 
                  Ronaldo Reyes

              
	 	 	 	 	 	 	 	
                Title:

              	
                 
                  Vice President

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Karlene Benvenuto

              
	 	 	 	 	 	 	 	
                Name:

              	
                 
                  Karlene Benvenuto

              
	 	 	 	 	 	 	 	
                Title:

              	
                 
                  Authorized Signer

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF ORANGE

              	
                )

              	 


      

      


      On
        the
        ___ day of __________ 2006, before me, a notary public in and for said State,
        personally appeared ____________, known to me to be a(n) ________________
        of
        Argent Securities Inc., one of the entities that executed the within instrument,
        and also known to me to be the person who executed it on behalf of said entity,
        and acknowledged to me that such entity executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


       

      [Notarial
        Seal]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF ORANGE

              	
                )

              	 


      

      


       

      On
        the
        ___ day of __________ 2006, before me, a notary public in and for said State,
        personally appeared __________________, known to me to be a(n) _________________
        of Ameriquest Mortgage Company, one of the entities that executed the within
        instrument, and also known to me to be the person who executed it on behalf
        of
        said entity, and acknowledged to me that such entity executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


      [Notarial
        Seal]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF 

              	
                )

              	 


      

      


      On
        the
        ___ day of _________ 2006, before me, a notary public in and for said State,
        personally appeared _________________, known to me to be a(n)
        ____________________ of Deutsche Bank National Trust Company, one of the
        entities that executed the within instrument, and also known to me to be
        the
        person who executed it on behalf of said entity, and acknowledged to me that
        such entity executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      


      [Notarial
        Seal]

      
 

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        


        EXHIBIT
          A-A-1

         

        FORM
          OF
          CLASS A-1 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        


        
          	
                  Series
                    2006-M1, Class A-1

                	
                  Aggregate
                    Certificate Principal Balance of the Class
                    A-1 Certificates as of the Issue Date: $ 1,401,905,000

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $ 1,401,905,000

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AM 1

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class A-1 Certificates as of the Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          A-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class A-1
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          __________________ ,
          2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

        
           

          
            
              
                	
                        TEN
                          COM -

                      	
                        as
                          tenants in common

                      	 	
                        UNIF
                          GIFT MIN ACT -

                      	
                        
                                       
                            Custodian             
                            

                        

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 	 	
                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts to Minors Act

                      
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right if survivorship and not as tenants
                          in
                          common

                      	 	 	
                        ___________________

                        (State)

                      
	 	 	 	 	 


              

            

             

          

        

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          	 
	 


        

         

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        


        EXHIBIT
          A-A-2A

         

        FORM
          OF
          CLASS A-2A CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

        


        
          	
                  Series
                    2006-M1, Class A-2A

                	
                  Aggregate
                    Certificate Principal Balance of the Class A-2A Certificates
                    as of the
                    Issue Date: $435,774,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $435,774,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AN 9

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class A-2A Certificates as of the
          Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          A-2A Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class A-2A
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

         

         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

        
           

          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        


         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        


        EXHIBIT
          A-A-2B

         

        FORM
          OF
          CLASS A-2B CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

        


        


        
          	
                  Series
                    2006-M1, Class A-2B

                	
                  Aggregate
                    Certificate Principal Balance of the Class A-2B Certificates
                    as of the
                    Issue Date:

                  $209,014,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $ 209,014,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AP 4

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class A-2B Certificates as of the
          Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          A-2B Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class A-2B
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

         

         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

        
           

          
            
              
                	
                        TEN
                          COM -

                      	
                        as
                          tenants in common

                      	 	
                        UNIF
                          GIFT MIN ACT -

                      	
                        
                                       
                            Custodian             
                            

                        

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 	 	
                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts to Minors Act

                      
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right if survivorship and not as tenants
                          in
                          common

                      	 	 	
                        ___________________

                        (State)

                      
	 	 	 	 	 


              

            

             

          

        

        Additional
          abbreviations may also be used though not in the above list.


         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        


        


        


        EXHIBIT
          A-A-2C

         

        FORM
          OF
          CLASS A-2C CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        


        
          	
                  Series
                    2006-M1, Class A-2C

                	
                  Aggregate
                    Certificate Principal Balance of the Class A-2C Certificates
                    as of the
                    Issue Date: $ 269,067,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $ 269,067,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AQ 2

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class A-2C Certificates as of the
          Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          A-2C Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class A-2C
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        
 

         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

        
           

          
            
              
                	
                        TEN
                          COM -

                      	
                        as
                          tenants in common

                      	 	
                        UNIF
                          GIFT MIN ACT -

                      	
                        
                                       
                            Custodian             
                            

                        

                      
	
                        TEN
                          ENT - 

                      	
                        as
                          tenants by the entireties

                      	 	 	
                        (Cust)
                          (Minor)

                        under
                          Uniform Gifts to Minors Act

                      
	
                        JT
                          TEN - 

                      	
                        as
                          joint tenants with right if survivorship and not as tenants
                          in
                          common

                      	 	 	
                        ___________________

                        (State)

                      
	 	 	 	 	 


              

            

             

          

        

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

         

        


        EXHIBIT
          A-A-2D

         

        FORM
          OF
          CLASS A-2D CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        


        
          	
                  Series
                    2006-M1, Class A-2D

                	
                  Aggregate
                    Certificate Principal Balance of the Class A-2D Certificates
                    as of the
                    Issue Date: $ 99,240,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $ 99,240,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AA 7

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class A-2D Certificates as of the
          Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          A-2D Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class A-2D
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                
	 	 	 	 	 	 	 	 	 


        

        


         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          
            	
                    TEN
                      COM -

                  	
                    as
                      tenants in common

                  	 	
                    UNIF
                      GIFT MIN ACT -

                  	
                    
                                   
                        Custodian             
                        

                    

                  
	
                    TEN
                      ENT - 

                  	
                    as
                      tenants by the entireties

                  	 	 	
                    (Cust)
                      (Minor)

                    under
                      Uniform Gifts to Minors Act

                  
	
                    JT
                      TEN - 

                  	
                    as
                      joint tenants with right if survivorship and not as tenants
                      in
                      common

                  	 	 	
                    ___________________

                    (State)

                  
	 	 	 	 	 


          

        

         

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        


        EXHIBIT
          A-M-1

         

        FORM
          OF
          CLASS M-1 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
          IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         

        


        
          	
                  Series
                    2006-M1, Class M-1

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-1 Certificates as
                    of the
                    Issue Date: $105,000,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $105,000,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AB 5

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class M-1 Certificates as of the Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          M-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class M-1
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate. 

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


         

         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        


        EXHIBIT
          A-M-2

         

        FORM
          OF
          CLASS M-2 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
          CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
          REFERRED TO HEREIN.

         

        


        
          	
                  Series
                    2006-M1, Class M-2

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-2 Certificates as
                    of the
                    Issue Date: $93,000,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $93,000,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                     04012M AC 3

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class M-2 Certificates as of the Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          M-2 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class M-2
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        


         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

        
           

          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           
Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

         

        


        EXHIBIT
          A-M-3

         

        FORM
          OF
          CLASS M-3 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
          CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN
          THE
          POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         

        


        
          	
                  Series
                    2006-M1, Class M-3

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-3 Certificates as
                    of the
                    Issue Date: $55,500,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $55,500,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AD 1

                


        

        


        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class M-3 Certificates as of the Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          M-3 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class M-3
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

         

         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                
	 	 	 	 	 	 	 	 	 


        

        


        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

        
           

          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-
          Through Certificate and hereby authorize(s) the registration of transfer
          of such
          interest to assignee on the Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

         

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        


        EXHIBIT
          A-M-4

         

        FORM
          OF
          CLASS M-4 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
          CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES
          TO THE
          EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
          HEREIN.

         

        


        
          	
                  Series
                    2006-M1, Class M-4

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-4 Certificates as
                    of the
                    Issue Date: $51,000,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $51,000,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                     04012M AE 9

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class M-4 Certificates as of the Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          M-4 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class M-4
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

        
 

         

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

         

         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

         

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        


        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        


        EXHIBIT
          A-M-5

         

        FORM
          OF
          CLASS M-5 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
          CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND
          THE
          CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

         

        


        
          	
                  Series
                    2006-M1, Class M-5

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-5 Certificates as
                    of the
                    Issue Date: $48,000,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $48,000,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AF 6

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


         

        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class M-5 Certificates as of the Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          M-5 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class M-5
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


         

         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        


        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        


        EXHIBIT
          A-M-6

         

        FORM
          OF
          CLASS M-6 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
          CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES ,
          THE CLASS
          M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED
          IN THE
          POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         

        


        
          	
                  Series
                    2006-M1, Class M-6

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-6 Certificates as
                    of the
                    Issue Date: $45,000,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $45,000,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                     04012M AG 4

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

        


         

        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class M-6 Certificates as of the Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          M-6 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class M-6
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          ____________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

         

         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

         

        


        


        EXHIBIT
          A-M-7

         

        FORM
          OF
          CLASS M-7 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
          CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
          CLASS
          M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
          TO
          THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
          HEREIN.

         

        


        
          	
                  Series
                    2006-M1, Class M-7

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-7 Certificates as
                    of the
                    Issue Date:

                  $40,500,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $40,500,000.00

                   

                
	
                  Date of Pooling and Servicing Agreement
                    and Cut-off Date: June 1, 2006

                	
                  Master Servicer: Ameriquest Mortgage
                    Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AH 2

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


         

        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class M-7 Certificates as of the Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          M-7 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class M-7
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

        
           

          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        EXHIBIT
          A-M-8

         

        FORM
          OF
          CLASS M-8 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
          CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
          CLASS
          M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES
          AND THE
          CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

         

        


        
          	
                  Series
                    2006-M1, Class M-8

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-8 Certificates as
                    of the
                    Issue Date: $33,000,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $33,000,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AJ 8

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class M-8 Certificates as of the Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          M-8 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class M-8
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        
 

         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        


        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

         

        


        EXHIBIT
          A-M-9

         

        FORM
          OF
          CLASS M-9 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
          CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
          CLASS
          M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
          THE
          CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED
          IN
          THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         

        


        
          	
                  Series
                    2006-M1, Class M-9

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-9 Certificates as
                    of the
                    Issue Date: $22,500,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $22,500,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AK 5

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

        


         

        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class M-9 Certificates as of the Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          M-9 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class M-9
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        


        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        


        EXHIBIT
          A-M-10

         

        FORM
          OF
          CLASS M-10 CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
          CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
          CLASS
          M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
          THE
          CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
          CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
          REFERRED TO HEREIN.

         

        


        
          	
                  Series
                    2006-M1, Class M-10

                	
                  Aggregate
                    Certificate Principal Balance of the Class M-10 Certificates
                    as of the
                    Issue Date: $30,000,000.00

                   

                
	
                  Pass-Through
                    Rate: Variable

                	
                  Denomination:
                    $30,000,000.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                   

                
	 	
                  CUSIP:
                    04012M AL 3

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

         

        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Cede & Co. is the registered owner of a Percentage Interest
          (obtained by dividing the denomination of this Certificate by the aggregate
          Certificate Principal Balance of the Class M-10 Certificates as of the
          Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          M-10 Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class M-10
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        The
          Pass-Through Rate applicable to the calculation of interest payable with
          respect
          to this Certificate on any Distribution Date shall be the lesser of (x)
          the
          related Formula Rate for such Distribution Date and (y) the Net WAC Pass-Through
          Rate for such Distribution Date. For any Distribution Date and this Certificate,
          the Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate
          Margin and (b) the Maximum Cap Rate. The Certificate Margin with respect
          to this
          Certificate shall be determined in accordance with the terms of the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        


         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        


        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


         

        


        EXHIBIT
          A-CE

         

        FORM
          OF
          CLASS CE CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE A CERTIFICATES AND THE MEZZANINE CERTIFICATES
          TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
          TO
          HEREIN.

         

        ANY
          RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
          IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

         

        THIS
          CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
          ACT OF
          1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
          OR
          TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS
          SOLD OR
          TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
          ACT AND
          UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
          OF SECTION 5.02 OF THE AGREEMENT.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        


         

        
          	
                  Series
                    2006-M1, Class CE

                	
                  Initial
                    Notional Amount of the Class CE Certificates as of the Issue
                    Date:

                  $3,000,000,987.01

                   

                
	 	
                  Aggregate
                    Certificate Principal Balance of the Class CE Certificates as
                    of the Issue
                    Date: $61,500,987.01

                   

                  Denomination:
                    $61,500,987.01

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	
                  No.
                    1

                	
                  Issue
                    Date: June 28, 2006

                
	 	 


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Greenwich Capital Financial Products, Inc. is the registered
          owner of a 50% Percentage Interest (obtained by dividing the denomination
          of
          this Certificate by the aggregate Certificate Principal Balance of the
          Class CE
          Certificates as of the Issue Date) in that certain beneficial ownership
          interest
          evidenced by all the Class CE Certificates in a REMIC created pursuant
          to a
          Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
          among Argent Securities Inc. (hereinafter called the “Depositor,” which term
          includes any successor entity under the Agreement), the Master Servicer
          and the
          Trustee, a summary of certain of the pertinent provisions of which is set
          forth
          hereafter. To the extent not defined herein, the capitalized terms used
          herein
          have the meanings assigned in the Agreement. This Certificate is issued
          under
          and is subject to the terms, provisions and conditions of the Agreement,
          to
          which Agreement the Holder of this Certificate by virtue of the acceptance
          hereof assents and by which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class CE
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate shall be made unless the transfer is made
          pursuant
          to an effective registration statement under the Securities Act of 1933,
          as
          amended (the "1933 Act"), and an effective registration or qualification
          under
          applicable state securities laws, or is made in a transaction that does
          not
          require such registration or qualification (other than in connection with
          (i)
          the initial transfer of any such Certificate by the Depositor to an affiliate
          of
          the Depositor, (ii) the transfer of any such Certificate to the issuer
          under the
          Indenture or the indenture trustee under the Indenture or (iii) a transfer
          of
          any such Certificate from the issuer under the Indenture or the indenture
          trustee under the Indenture to the Depositor or an Affiliate of the Depositor).
          In the event that such a transfer of this Certificate is to be made without
          registration or qualification, the Trustee and the Certificate Registrar
          shall
          require receipt of (i) if such transfer is purportedly being made in reliance
          upon Rule 144A under the 1933 Act, written certifications from the Holder
          of the
          Certificate desiring to effect the transfer, and from such Holder’s prospective
          transferee, substantially in the forms attached to the Agreement as Exhibit
          F-1,
          and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
          such
          transfer may be made without such registration or qualification (which
          Opinion
          of Counsel shall not be an expense of the Trust Fund or of the Depositor,
          the
          Trustee or the Master Servicer in their respective capacities as such),
          together
          with copies of the written certification(s) of the Holder of the Certificate
          desiring to effect the transfer and/or such Holder’s prospective transferee upon
          which such Opinion of Counsel is based. None of the Depositor, the Certificate
          Registrar or the Trustee is obligated to register or qualify the Class
          of
          Certificates specified on the face hereof under the 1933 Act or any other
          securities law or to take any action not otherwise required under the Agreement
          to permit the transfer of such Certificates without registration or
          qualification. Any Holder desiring to effect a transfer of this Certificate
          shall be required to indemnify the Trustee, the Depositor, the Certificate
          Registrar and the Master Servicer against any liability that may result
          if the
          transfer is not so exempt or is not made in accordance with such federal
          and
          state laws.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Certificate Registrar may require payment of a sum
          sufficient to cover any tax or other governmental charge that may be imposed
          in
          connection with any transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


         

         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        
 

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

        
           

          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

         

        


        EXHIBIT
          A-P

         

        FORM
          OF
          CLASS P CERTIFICATE

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
          RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED (THE “CODE”).

         

        ANY
          RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
          IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

         

        THIS
          CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
          ACT OF
          1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
          OR
          TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS
          SOLD OR
          TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
          ACT AND
          UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
          OF SECTION 5.02 OF THE AGREEMENT.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


         

        
          	
                  Series
                    2006-M1, Class P

                	
                  Aggregate
                    Certificate Principal Balance of the Class P Certificates as
                    of the Issue
                    Date: $100.00

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Denomination:
                    $100.00

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  No.
                    1

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	 	
                  Issue
                    Date: June 28, 2006

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
          BE
          MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
          PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
          ABOVE AS
          THE DENOMINATION OF THIS CERTIFICATE.

         

        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Greenwich Capital Financial Products, Inc. is the registered
          owner of a 50% Percentage Interest (obtained by dividing the denomination
          of
          this Certificate by the aggregate Certificate Principal Balance of the
          Class P
          Certificates as of the Issue Date) in that certain beneficial ownership
          interest
          evidenced by all the Class P Certificates in a REMIC created pursuant to
          a
          Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
          among Argent Securities Inc. (hereinafter called the “Depositor,” which term
          includes any successor entity under the Agreement), the Master Servicer
          and the
          Trustee, a summary of certain of the pertinent provisions of which is set
          forth
          hereafter. To the extent not defined herein, the capitalized terms used
          herein
          have the meanings assigned in the Agreement. This Certificate is issued
          under
          and is subject to the terms, provisions and conditions of the Agreement,
          to
          which Agreement the Holder of this Certificate by virtue of the acceptance
          hereof assents and by which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class P Certificates
          on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate shall be made unless the transfer is made
          pursuant
          to an effective registration statement under the Securities Act of 1933,
          as
          amended (the "1933 Act"), and an effective registration or qualification
          under
          applicable state securities laws, or is made in a transaction that does
          not
          require such registration or qualification (other than in connection with
          (i)
          the initial transfer of any such Certificate by the Depositor to an affiliate
          of
          the Depositor, (ii) the transfer of any such Certificate to the issuer
          under the
          Indenture or the indenture trustee under the Indenture or (iii) a transfer
          of
          any such Certificate from the issuer under the Indenture or the indenture
          trustee under the Indenture to the Depositor or an Affiliate of the Depositor).
          In the event that such a transfer of this Certificate is to be made without
          registration or qualification, the Trustee and the Certificate Registrar
          shall
          require receipt of (i) if such transfer is purportedly being made in reliance
          upon Rule 144A under the 1933 Act, written certifications from the Holder
          of the
          Certificate desiring to effect the transfer, and from such Holder’s prospective
          transferee, substantially in the forms attached to the Agreement as Exhibit
          F-1,
          and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
          such
          transfer may be made without such registration or qualification (which
          Opinion
          of Counsel shall not be an expense of the Trust Fund or of the Depositor,
          the
          Trustee or the Master Servicer in their respective capacities as such),
          together
          with copies of the written certification(s) of the Holder of the Certificate
          desiring to effect the transfer and/or such Holder’s prospective transferee upon
          which such Opinion of Counsel is based. None of the Depositor, the Certificate
          Registrar or the Trustee is obligated to register or qualify the Class
          of
          Certificates specified on the face hereof under the 1933 Act or any other
          securities law or to take any action not otherwise required under the Agreement
          to permit the transfer of such Certificates without registration or
          qualification. Any Holder desiring to effect a transfer of this Certificate
          shall be required to indemnify the Trustee, the Depositor, the Certificate
          Registrar and the Master Servicer against any liability that may result
          if the
          transfer is not so exempt or is not made in accordance with such federal
          and
          state laws.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Certificate Registrar may require payment of a sum
          sufficient to cover any tax or other governmental charge that may be imposed
          in
          connection with any transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

         

        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        


         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

         

        
          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

        


        


        EXHIBIT
          A-R

         

        FORM
          OF
          CLASS R CERTIFICATE

         

        THIS
          CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES
          PERSON.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
          DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
          CODE OF
          1986, AS AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
          ACT OF
          1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
          OR
          TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS
          SOLD OR
          TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
          ACT AND
          UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
          OF SECTION 5.02 OF THE AGREEMENT.

         

        ANY
          RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
          IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ANY
          RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
          IF
          THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A)
          SUCH
          TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY
          STATE OR
          POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
          ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING,
          (2) ANY
          ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE
          CODE)
          THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
          ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
          (3) ANY
          ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
          DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE
          REFERRED
          TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
          ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
          OR
          COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
          CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
          NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
          SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
          OR
          AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
          TO BE
          OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
          TO BE
          A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
          TO,
          THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
          CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
          PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
          POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS
          A
          DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
          OF
          THIS CERTIFICATE.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  Series
                    2006-M1, Class R

                	
                  Aggregate
                    Percentage Interest of the Class R Certificates as of the Issue
                    Date: 100%
                    Percentage Interest

                   

                
	
                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                	
                  Denomination:
                    100% Percentage Interest

                   

                
	
                  First
                    Distribution Date: July 25, 2006

                	
                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                
	
                  No.
                    1

                	
                  Trustee:
                    Deutsche Bank National Trust Company

                   

                
	 	
                  Issue
                    Date: June 28, 2006

                


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Wachovia Bank NA is the registered owner of a Percentage
          Interest
          specified above in that certain beneficial ownership interest evidenced
          by all
          the Class R Certificates in a REMIC created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among Argent Securities
          Inc. (hereinafter called the “Depositor,” which term includes any successor
          entity under the Agreement), the Master Servicer and the Trustee, a summary
          of
          certain of the pertinent provisions of which is set forth hereafter. To
          the
          extent not defined herein, the capitalized terms used herein have the meanings
          assigned in the Agreement. This Certificate is issued under and is subject
          to
          the terms, provisions and conditions of the Agreement, to which Agreement
          the
          Holder of this Certificate by virtue of the acceptance hereof assents and
          by
          which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class R Certificates
          on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the Trustee and the rights of the Certificateholders under
          the
          Agreement at any time by the Depositor, the Master Servicer and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate shall be made unless the transfer is made
          pursuant
          to an effective registration statement under the Securities Act of 1933,
          as
          amended (the "1933 Act"), and an effective registration or qualification
          under
          applicable state securities laws, or is made in a transaction that does
          not
          require such registration or qualification (other than in connection with
          (i)
          the initial transfer of any such Certificate by the Depositor to an affiliate
          of
          the Depositor, (ii) the transfer of any such Certificate to the issuer
          under the
          Indenture or the indenture trustee under the Indenture or (iii) a transfer
          of
          any such Certificate from the issuer under the Indenture or the indenture
          trustee under the Indenture to the Depositor or an Affiliate of the Depositor).
          In the event that such a transfer of this Certificate is to be made without
          registration or qualification, the Trustee and the Certificate Registrar
          shall
          require receipt of (i) if such transfer is purportedly being made in reliance
          upon Rule 144A under the 1933 Act, written certifications from the Holder
          of the
          Certificate desiring to effect the transfer, and from such Holder’s prospective
          transferee, substantially in the forms attached to the Agreement as Exhibit
          F-1,
          and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
          such
          transfer may be made without such registration or qualification (which
          Opinion
          of Counsel shall not be an expense of the Trust Fund or of the Depositor,
          the
          Trustee or the Master Servicer in their respective capacities as such),
          together
          with copies of the written certification(s) of the Holder of the Certificate
          desiring to effect the transfer and/or such Holder’s prospective transferee upon
          which such Opinion of Counsel is based. None of the Depositor, the Certificate
          Registrar or the Trustee is obligated to register or qualify the Class
          of
          Certificates specified on the face hereof under the 1933 Act or any other
          securities law or to take any action not otherwise required under the Agreement
          to permit the transfer of such Certificates without registration or
          qualification. Any Holder desiring to effect a transfer of this Certificate
          shall be required to indemnify the Trustee, the Depositor, the Certificate
          Registrar and the Master Servicer against any liability that may result
          if the
          transfer is not so exempt or is not made in accordance with such federal
          and
          state laws.

         

        Prior
          to
          registration of any transfer, sale or other disposition of this Certificate,
          the
          proposed transferee shall provide to the Trustee (i) an affidavit to the
          effect
          that such transferee is any Person other than a Disqualified Organization
          or the
          agent (including a broker, nominee or middleman) of a Disqualified Organization,
          and (ii) a certificate that acknowledges that (A) the Class R Certificates
          have
          been designated as a residual interest in a REMIC, (B) it will include
          in its
          income a pro
          rata
          share of
          the net income of the Trust Fund and that such income may be an “excess
          inclusion,” as defined in the Code, that, with certain exceptions, cannot be
          offset by other losses or benefits from any tax exemption, and (C) it expects
          to
          have the financial means to satisfy all of its tax obligations including
          those
          relating to holding the Class R Certificates. Notwithstanding the registration
          in the Certificate Register of any transfer, sale or other disposition
          of this
          Certificate to a Disqualified Organization or an agent (including a broker,
          nominee or middleman) of a Disqualified Organization, such registration
          shall be
          deemed to be of no legal force or effect whatsoever and such Person shall
          not be
          deemed to be a Certificateholder for any purpose, including, but not limited
          to,
          the receipt of distributions in respect of this Certificate.

         

        The
          Holder of this Certificate, by its acceptance hereof, shall be deemed to
          have
          consented to the provisions of Section 5.02 of the Agreement and to any
          amendment of the Agreement deemed necessary by counsel of the Depositor
          to
          ensure that the transfer of this Certificate to any Person other than a
          Permitted Transferee or any other Person will not cause the Trust Fund
          to cease
          to qualify as a REMIC or cause the imposition of a tax upon the
          REMIC.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar nor any such agent shall
          be
          affected by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right cannot
          be
          exercised until the Optional Termination Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          _______________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	 	 


        

        


        


         

        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory 

                
	 	 	 	 	 	 	 	 	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

        
           

          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

         

        
          	
                  FOR
                    VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                    transfer(s)
                    

                
	
                  unto

                	 
	 	 


        

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee)

         

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:

        
          
            	 
	 


          

           

        

        
          	
                  Dated:

                	 
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        
          	
                  Distributions
                    shall be made, by wire transfer or otherwise, in immediately
                    available
                    

                
	
                  funds
                    to

                	 
	 
	
                  for
                    the account of

                	 
	
                  account
                    number

                	 	
                  or,
                    if mailed by check, to

                
	 
	
                  Applicable
                    statements should be mailed to

                	 
	 
	 
	
                  This
                    information is provided by

                	 
	
                  assignee
                    named above, or

                	 
	
                  its
                    agent.

                	 


        

         

        


        EXHIBIT
          A-R-X

         

        FORM
          OF
          CLASS R-X CERTIFICATE

         

        THIS
          CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES
          PERSON.

         

        SOLELY
          FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
          DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
          CODE OF
          1986, AS AMENDED (THE “CODE”).

         

        THIS
          CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
          ACT OF
          1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
          OR
          TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS
          SOLD OR
          TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
          ACT AND
          UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
          OF SECTION 5.02 OF THE AGREEMENT.

         

        ANY
          RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
          IN
          ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
          AGREEMENT REFERRED TO HEREIN.

         

        NO
          TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER
          RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
          INCOME
          SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”).

         

        ANY
          RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
          IF
          THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A)
          SUCH
          TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY
          STATE OR
          POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
          ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING,
          (2) ANY
          ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE
          CODE)
          THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
          ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
          (3) ANY
          ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
          DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE
          REFERRED
          TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
          ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
          OR
          COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
          CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
          NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
          SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
          OR
          AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
          TO BE
          OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
          TO BE
          A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
          TO,
          THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
          CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
          PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
          POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS
          A
          DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
          OF
          THIS CERTIFICATE.

         

        


        
          	
                  Series
                    2006-M1, Class R-X

                   

                   

                  Date
                    of Pooling and Servicing Agreement and Cut-off Date: June 1,
                    2006

                   

                  First
                    Distribution Date: July 25, 2006

                   

                  No.
                    1

                   

                	
                  Aggregate
                    Percentage Interest of the Class R-X Certificates as of the Issue
                    Date:
                    100% Percentage Interest

                   

                  Denomination:
                    100% Percentage Interest

                   

                  Master
                    Servicer: Ameriquest Mortgage Company

                   

                  Trustee:
                    Deutsche Bank National Trust Company

                   

                  Issue
                    Date: June 28, 2006

                


        

        


        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ASSET-BACKED
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional one- to four-family adjustable-rate
          and
          fixed-rate first and second lien mortgage loans (the “Mortgage Loans”) formed
          and sold by

         

        ARGENT
          SECURITIES INC.

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ARGENT SECURITIES
          INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
          NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
          BY ANY
          AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         

        This
          certifies that Wachovia Bank NA is the registered owner of a Percentage
          Interest
          specified above in that certain beneficial ownership interest evidenced
          by all
          the Class R-X Certificates in a REMIC created pursuant to a Pooling and
          Servicing Agreement, dated as specified above (the “Agreement”), among Argent
          Securities Inc. (hereinafter called the “Depositor,” which term includes any
          successor entity under the Agreement), the Master Servicer and the Trustee,
          a
          summary of certain of the pertinent provisions of which is set forth hereafter.
          To the extent not defined herein, the capitalized terms used herein have
          the
          meanings assigned in the Agreement. This Certificate is issued under and
          is
          subject to the terms, provisions and conditions of the Agreement, to which
          Agreement the Holder of this Certificate by virtue of the acceptance hereof
          assents and by which such Holder is bound.

         

        Pursuant
          to the terms of the Agreement, distributions will be made on the 25th
          day of
          each month or, if such 25th
          day is
          not a Business Day, the Business Day immediately following (a “Distribution
          Date”), commencing on the First Distribution Date specified above, to the Person
          in whose name this Certificate is registered on the Record Date, in an
          amount
          equal to the product of the Percentage Interest evidenced by this Certificate
          and the amount required to be distributed to the Holders of Class R-X
          Certificates on such Distribution Date pursuant to the Agreement.

         

        All
          distributions to the Holder of this Certificate under the Agreement will
          be made
          or caused to be made by or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          or
          otherwise by check mailed by first class mail to the address of the Person
          entitled thereto, as such name and address shall appear on the Certificate
          Register. Notwithstanding the above, the final distribution on this Certificate
          will be made after due notice by the Trustee of the pendency of such
          distribution and only upon presentation and surrender of this Certificate
          at the
          office or agency appointed by the Trustee for that purpose as provided
          in the
          Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Asset-Backed Pass-Through Certificates of the Series specified on the face
          hereof (herein called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          denomination specified on the face hereof divided by the aggregate Certificate
          Principal Balance of the Class of Certificates specified on the face
          hereof.

         

        The
          Certificates are limited in right of payment to certain collections and
          recoveries respecting the Mortgage Loans, all as more specifically set
          forth
          herein and in the Agreement. As provided in the Agreement, withdrawals
          from the
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Certificateholders, such purposes
          including reimbursement of advances made, or certain expenses incurred,
          with
          respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions therein provided, the amendment
          thereof and the modification of the rights and obligations of the Depositor,
          the
          Master Servicer, the NIMS Insurer,(if any) and the Trustee and the rights
          of the
          Certificateholders under the Agreement at any time by the Depositor, the
          Master
          Servicer, the NIMS Insurer (if any) and the Trustee with the consent of
          the NIMS
          Insurer (if any) and the Holders of Certificates entitled to at least 66%
          of the
          Voting Rights. Any such consent by the Holder of this Certificate shall
          be
          conclusive and binding on such Holder and upon all future Holders of this
          Certificate and of any Certificate issued upon the transfer hereof or in
          exchange herefor or in lieu hereof whether or not notation of such consent
          is
          made upon this Certificate. The Agreement also permits the amendment thereof,
          in
          certain limited circumstances, without the consent of the Holders of any
          of the
          Certificates.

         

        As
          provided in the Agreement and subject to certain limitations therein set
          forth,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee as provided in the Agreement, duly endorsed
          by, or accompanied by an assignment in the form below or other written
          instrument of transfer in form satisfactory to the Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        The
          Certificates are issuable in fully registered form only without coupons
          in
          Classes and denominations representing Percentage Interests specified in
          the
          Agreement. As provided in the Agreement and subject to certain limitations
          therein set forth, Certificates are exchangeable for new Certificates of
          the
          same Class in authorized denominations evidencing the same aggregate Percentage
          Interest, as requested by the Holder surrendering the same.

         

        No
          transfer of this Certificate shall be made unless the transfer is made
          pursuant
          to an effective registration statement under the Securities Act of 1933,
          as
          amended (the "1933 Act"), and an effective registration or qualification
          under
          applicable state securities laws, or is made in a transaction that does
          not
          require such registration or qualification (other than in connection with
          (i)
          the initial transfer of any such Certificate by the Depositor to an affiliate
          of
          the Depositor, (ii) the transfer of any such Certificate to the issuer
          under the
          Indenture or the indenture trustee under the Indenture or (iii) a transfer
          of
          any such Certificate from the issuer under the Indenture or the indenture
          trustee under the Indenture to the Depositor or an Affiliate of the Depositor).
          In the event that such a transfer of this Certificate is to be made without
          registration or qualification, the Trustee and the Certificate Registrar
          shall
          require receipt of (i) if such transfer is purportedly being made in reliance
          upon Rule 144A under the 1933 Act, written certifications from the Holder
          of the
          Certificate desiring to effect the transfer, and from such Holder’s prospective
          transferee, substantially in the forms attached to the Agreement as Exhibit
          F-1,
          and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
          such
          transfer may be made without such registration or qualification (which
          Opinion
          of Counsel shall not be an expense of the Trust Fund or of the Depositor,
          the
          Trustee or the Master Servicer in their respective capacities as such),
          together
          with copies of the written certification(s) of the Holder of the Certificate
          desiring to effect the transfer and/or such Holder’s prospective transferee upon
          which such Opinion of Counsel is based. None of the Depositor, the Certificate
          Registrar or the Trustee is obligated to register or qualify the Class
          of
          Certificates specified on the face hereof under the 1933 Act or any other
          securities law or to take any action not otherwise required under the Agreement
          to permit the transfer of such Certificates without registration or
          qualification. Any Holder desiring to effect a transfer of this Certificate
          shall be required to indemnify the Trustee, the Depositor, the Certificate
          Registrar and the Master Servicer against any liability that may result
          if the
          transfer is not so exempt or is not made in accordance with such federal
          and
          state laws.

         

        No
          transfer of this Certificate may be made to a Plan, any Person acting,
          directly
          or indirectly, on behalf of any such Plan or any Person using “Plan Assets” of a
          Plan to acquire this Certificate.

         

        Prior
          to
          registration of any transfer, sale or other disposition of this Certificate,
          the
          proposed transferee shall provide to the Trustee (i) an affidavit to the
          effect
          that such transferee is any Person other than a Disqualified Organization
          or the
          agent (including a broker, nominee or middleman) of a Disqualified Organization,
          and (ii) a certificate that acknowledges that (A) the Class R-X Certificates
          have been designated as residual interests in three REMICs, (B) it will
          include
          in its income a pro
          rata
          share of
          the net income of the Trust Fund and that such income may be an “excess
          inclusion,” as defined in the Code, that, with certain exceptions, cannot be
          offset by other losses or benefits from any tax exemption, and (C) it expects
          to
          have the financial means to satisfy all of its tax obligations including
          those
          relating to holding the Class R-X Certificates. Notwithstanding the registration
          in the Certificate Register of any transfer, sale or other disposition
          of this
          Certificate to a Disqualified Organization or an agent (including a broker,
          nominee or middleman) of a Disqualified Organization, such registration
          shall be
          deemed to be of no legal force or effect whatsoever and such Person shall
          not be
          deemed to be a Certificateholder for any purpose, including, but not limited
          to,
          the receipt of distributions in respect of this Certificate.

         

        The
          Holder of this Certificate, by its acceptance hereof, shall be deemed to
          have
          consented to the provisions of Section 5.02 of the Agreement and to any
          amendment of the Agreement deemed necessary by counsel of the Depositor
          to
          ensure that the transfer of this Certificate to any Person other than a
          Permitted Transferee or any other Person will not cause the Trust Fund
          to cease
          to qualify as a REMIC or cause the imposition of a tax upon the
          REMIC.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Trustee may require payment of a sum sufficient to
          cover
          any tax or other governmental charge that may be imposed in connection
          with any
          transfer or exchange of Certificates.

         

        The
          Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if any)
          and the
          Certificate Registrar and any agent of the Depositor, the Master Servicer,
          the
          Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat
          the
          Person in whose name this Certificate is registered as the owner hereof
          for all
          purposes, and none of the Depositor, the Master Servicer, the Trustee,
          the NIMS
          Insurer (if any), the Certificate Registrar or any such agent shall be
          affected
          by notice to the contrary.

         

        The
          obligations created by the Agreement and the Trust Fund created thereby
          shall
          terminate upon payment to the Certificateholders of all amounts held by
          the
          Trustee and required to be paid to them pursuant to the Agreement following
          the
          earlier of (i) the final payment or other liquidation (or any advance with
          respect thereto) of the last Mortgage Loan remaining in REMIC I, and (ii)
          the
          purchase by the party designated in the Agreement at a price determined
          as
          provided in the Agreement from REMIC I of all the Mortgage Loans and all
          property acquired in respect of such Mortgage Loans. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          REMIC I
          all the Mortgage Loans and all property acquired in respect of any Mortgage
          Loan
          at a price determined as provided in the Agreement. The exercise of such
          right
          will effect early retirement of the Certificates; however, such right to
          purchase is subject to the aggregate Stated Principal Balance of the Mortgage
          Loans at the time of purchase being less than 10% of the aggregate Stated
          Principal Balance of the Mortgage Loans at the Cut-off Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
          executed.

         

        Dated:
          ____________, 2006

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                


        

         

        


        


        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                


        

        


         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        ABBREVIATIONS

         

        The
          following abbreviations, when used in the inscription on the face of this
          instrument, shall be construed as though they were written out in full
          according
          to applicable laws or regulations:

        
           

          
            
              	
                      TEN
                        COM -

                    	
                      as
                        tenants in common

                    	 	
                      UNIF
                        GIFT MIN ACT -

                    	
                      
                                     
                          Custodian             
                          

                      

                    
	
                      TEN
                        ENT - 

                    	
                      as
                        tenants by the entireties

                    	 	 	
                      (Cust)
                        (Minor)

                      under
                        Uniform Gifts to Minors Act

                    
	
                      JT
                        TEN - 

                    	
                      as
                        joint tenants with right if survivorship and not as tenants
                        in
                        common

                    	 	 	
                      ___________________

                      (State)

                    
	 	 	 	 	 


            

          

           

        

        Additional
          abbreviations may also be used though not in the above list.

         

        ASSIGNMENT

        
          
             

            
              	
                      FOR
                        VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
                        and transfer(s)
                        

                    
	
                      unto

                    	 
	 	 


            

            (Please
              print or typewrite name, address including postal zip code, and Taxpayer
              Identification Number of assignee)

             

          

        

        a
          Percentage Interest equal to____% evidenced by the within Asset-Backed
          Pass-
          Through Certificate and hereby authorize(s) the registration of transfer
          of such
          interest to assignee on the Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Certificate Registrar to issue a new Certificate of
          a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address 
          
            	 
	 


          

           

        

        Dated:

         

        
          	 	 
	 	
                  Signature
                    by or on behalf of assignor

                


        

        


         

        
          	 	 
	 	
                  Signature
                    Guaranteed

                


        

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or otherwise, in immediately available
          funds


        
          	
                  to

                	 	
                  ,

                
	
                  for
                    the account of

                	 	
                  ,

                
	
                  account
                    number___________, or, if mailed by check, to

                	 	
                  ,

                
	
                  Applicable
                    statements should be mailed to

                	 	
                  ,

                
	 	
                  .

                


        

        


        
          	
                  This
                    information is provided by

                	 	
                  ,

                
	
                  the
                    assignee named above, or

                	 	
                  ,

                
	
                  as
                    its agent.

                	 	 


        

        
 

        


        EXHIBIT
          B

         

        FORM
          OF
          LOST NOTE AFFIDAVIT

         

        Loan
          #:
          _______________

        Borrower:
          _____________

         

        LOST
          NOTE
          AFFIDAVIT

         

        I,
          as
          ____________________ of ______________________, a _______________ corporation
          am
          authorized to make this Affidavit on behalf of _____________________ (the
          “Seller”). In connection with the administration of the Mortgage Loans held by
          ____________________, a _________________ corporation as Seller on behalf
          of
          Argent Securities Inc. (the “Purchaser”), _____________________ (the
“Deponent”), being duly sworn, deposes and says that:

         

        1. The
          Seller’s address is:  

        
          	 	 
	 	 
	 	 


        

        2. The
          Seller previously delivered to the Purchaser a signed Initial Certification
          with
          respect to such Mortgage and/or Assignment of Mortgage;

         

        3.
           Such
          Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
          Purchaser by ________________________, a ____________ corporation pursuant
          to
          the terms and provisions of a Mortgage Loan Purchase Agreement dated as
          of
          __________ __, _____;

         

        4. Such
          Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant
          to a
          request for release of Documents;

         

        5.
           Aforesaid
          Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
          lost;

         

        6. Deponent
          has made or caused to be made a diligent search for the Original and has
          been
          unable to find or recover same;

         

        7. The
          Seller was the Seller of the Original at the time of the loss; and

         

        8. Deponent
          agrees that, if said Original should ever come into Seller’s possession,
 custody
          or power, Seller will immediately and without consideration surrender the
          Original to the Purchaser.

         

        9. Attached
          hereto is a true and correct copy of (i) the Note, endorsed in blank by
          the
          Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which secures
          the
          Note, which Mortgage or Deed of Trust is recorded in the county where the
          property is located.

         

        10. Deponent
          hereby agrees that the Seller (a) shall indemnify and hold harmless the
          Purchaser, its successors and assigns, against any loss, liability or damage,
          including reasonable attorney’s fees, resulting from the unavailability of any
          Notes, including but not limited to any loss, liability or damage arising
          from
          (i) any false statement contained in this Affidavit, (ii) any claim of
          any party
          that has already purchased a mortgage loan evidenced by the Lost Note or
          any
          interest in such mortgage loan, (iii) any claim of any borrower with respect
          to
          the existence of terms of a mortgage loan evidenced by the Lost Note on
          the
          related property to the fact that the mortgage loan is not evidenced by
          an
          original note and (iv) the issuance of a new instrument in lieu thereof
          (items
          (i) through (iv) above hereinafter referred to as the “Losses”) and (b) if
          required by any Rating Agency in connection with placing such Lost Note
          into a
          Pass-Through Transfer, shall obtain a surety from an insurer acceptable
          to the
          applicable Rating Agency to cover any Losses with respect to such Lost
          Note.

         

        11. This
          Affidavit is intended to be relied upon by the Purchaser, its successors
          and
          assigns. _____________________, a ______________ corporation represents
          and
          warrants that it has the authority to perform its obligations under this
          Affidavit of Lost Note.

         

        Executed
          this ____ day, of ___________ ______.

         

        
          	 	 	 	 	 	 	 	
                  SELLER

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


         

        


        On
          this
          _____ day of ________, _____, before me appeared _________________ to me
          personally known, who being duly sworn did say that he is the
          _____________________ of ____________________ a ______________ corporation
          and
          that said Affidavit of Lost Note was signed and sealed on behalf of such
          corporation and said acknowledged this instrument to be the free act and
          deed of
          said corporation.

         

        
          	 	 	 	 	 	 	 	
                  Signature:

                   

                
	 	 	 	 	 	 	 	
                  [Seal]

                


        

        


         

        


        


        EXHIBIT
          C-1

         

        FORM
          OF
          TRUSTEE’S INITIAL CERTIFICATION

         

        [Date]

         

        Argent
          Securities Inc.

        1100
          Town
& Country Road, Suite 1100

        Orange,
          California 92868

         

        Ameriquest
          Mortgage Company

        1100
          Town
& Country Road

        Orange,
          California 92868

         

        
          	 	
                  Re:

                	
                  Pooling
                    and Servicing Agreement, dated as of June 1, 2006, among Argent
                    Securities
                    Inc., Ameriquest Mortgage Company and Deutsche Bank National
                    Trust
                    Company, relating to Argent Securities Inc., Asset-Backed Pass-Through
                    Certificates, Series 2006-M1

                


        

        


         

        Ladies
          and Gentlemen:

         

        Pursuant
          to Section 2.01 of the Pooling and Servicing Agreement, dated as of June
          1,
          2006, among Argent Securities Inc. as Depositor, Ameriquest Mortgage Company
          as
          master servicer and Deutsche Bank National Trust Company as trustee, we
          hereby
          acknowledge that as to each Mortgage Loan listed in the Mortgage Loan Schedule
          (other than any Mortgage Loan paid in full or any Mortgage Loan specifically
          identified in the exception report annexed thereto as not being covered
          by such
          certification), (i) all documents constituting part of such Mortgage File
          (other
          than such documents described in Section 2.01(v)) required to be delivered
          to it
          pursuant to this Agreement are in its possession, (ii) such documents have
          been
          reviewed by it or such Custodian and are not mutilated, torn or defaced
          unless
          initialed by the related borrower and relate to such Mortgage Loan, (iii)
          based
          on its or the Custodian’s examination and only as to the foregoing, the
          information set forth in the Mortgage Loan Schedule that corresponds to
          items
          (1) through (3), (6), (9), (10), (13), (15) and (19) of the definition
          of
“Mortgage Loan Schedule” accurately reflects information set forth in the
          Mortgage File.

         

        The
          Trustee has made no independent examination of any documents contained
          in each
          Mortgage File beyond the review specifically required in the above-referenced
          Pooling and Servicing Agreement. The Trustee makes no representations as
          to: (i)
          the validity, legality, sufficiency, recordability, enforceability or
          genuineness of any of the documents contained in the Mortgage File of any
          of the
          Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
          collectability, insurability, perfection, priority, effectiveness or suitability
          of any such Mortgage Loan.

         

        The
          Trustee was under no duty or obligation (i) to inspect, review or examine
          any
          such documents, instruments, certificates or other papers to determine
          whether
          they are genuine, enforceable, or appropriate for the represented purpose
          or
          whether they have actually been recorded or that they are other than what
          they
          purport to be on their face or (ii) to determine whether any Mortgage File
          should include any of the documents specified in clause (v) of Section
          2.01.

         

        


        Capitalized
          terms used but not defined herein shall have the meanings assigned to them
          in
          the Pooling and Servicing Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, as Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


         

        


        


        EXHIBIT
          C-2

         

        FORM
          OF
          TRUSTEE’S FINAL CERTIFICATION

         

        [Date]

         

        Argent
          Securities Inc.

        1100
          Town
& Country Road, Suite 1100

        Orange,
          California 92868

         

        Ameriquest
          Mortgage Company

        1100
          Town
& Country Road

        Orange,
          California 92868

         

        
          	 	
                  Re:

                	
                  Pooling
                    and Servicing Agreement, dated as of June 1, 2006, among Argent
                    Securities
                    Inc., Ameriquest Mortgage Company and Deutsche Bank National
                    Trust
                    Company, relating to Argent Securities Inc., Asset-Backed Pass-Through
                    Certificates, Series 2006-M1

                


        

        


         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 2.02 of the above-captioned Pooling and Servicing
          Agreement, the undersigned, as Trustee, hereby certifies that as to each
          Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
          Loan
          paid in full or listed on the attachment hereto), it or a Custodian on
          its
          behalf has received each of the documents listed in Section 2.01.

         

        The
          Trustee has made no independent examination of any documents contained
          in each
          Mortgage File beyond the review specifically required in the above-referenced
          Pooling and Servicing Agreement. The Trustee makes no representations as
          to: (i)
          the validity, legality, sufficiency, recordability, enforceability or
          genuineness of any of the documents contained in the Mortgage File of any
          of the
          Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
          collectability, insurability, perfection, priority, effectiveness or suitability
          of any such Mortgage Loan.

         

        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the above-captioned Pooling and Servicing Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, as Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


        


         

        EXHIBIT
          C-3

         

        FORM
          OF
          TRUSTEE’S RECEIPT OF MORTGAGE NOTE

         

        [Date]

         

        Argent
          Securities Inc.

        1100
          Town
& Country Road

        Orange,
          California 92868

         

        Ameriquest
          Mortgage Company

        1100
          Town
& Country Road

        Orange,
          California 92868

         

        
          	 	
                  Re:

                	
                  Pooling
                    and Servicing Agreement, dated as of June 1, 2006, among Argent
                    Securities
                    Inc., Ameriquest Mortgage Company and Deutsche Bank National
                    Trust
                    Company, relating to Argent Securities Inc., Asset-Backed Pass-Through
                    Certificates, Series 2006-M1

                


        

        


         

        Ladies
          and Gentlemen:

         

        Pursuant
          to Section 2.01 of the above-captioned Pooling and Servicing Agreement,
          we
          hereby acknowledge the receipt of the original Mortgage Note for each Mortgage
          Loan with any exceptions thereto listed on Exhibit 1.

         

        Capitalized
          terms used but not defined herein shall have the meanings assigned to them
          in
          the above-captioned Pooling and Servicing Agreement.

         

        
          	 	 	 	 	 	 	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, as Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        


         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          D

         

         

        FORM
          OF
          MORTGAGE LOAN PURCHASE AGREEMENT

         

        

          MORTGAGE
            LOAN PURCHASE AGREEMENT

           

          This
            is a
            Mortgage Loan Purchase Agreement (the “Agreement”), dated June 9, 2006, between
            Ameriquest Mortgage Company, a Delaware corporation (the “Seller”), and Argent
            Securities Inc., a Delaware corporation (the “Purchaser”).

           

          Preliminary
            Statement

           

          The
            Seller intends to sell the Mortgage Loans (as hereinafter defined) to
            the
            Purchaser on the terms and subject to the conditions set forth in this
            Agreement. The Purchaser shall deposit the Mortgage Loans into a mortgage
            pool
            constituting the Trust Fund. The Trust Fund will be evidenced by a single
            series
            of asset-backed pass-through certificates designated as Series 2006-M1
            (the
“Certificates”). The Certificates will consist of nineteen classes of
            certificates. The Class CE Certificates, the Class P Certificates and
            the
            Residual Certificates (collectively, the “Non-Offered Certificates”) will be
            delivered to the Seller or its designee as partial consideration for
            the
            Mortgage Loans as further described below.

           

          The
            Certificates will be issued pursuant to a Pooling and Servicing Agreement
            relating to the Series 2006-M1 Certificates, dated as of June 1, 2006
            (the
“Pooling and Servicing Agreement”), among the Purchaser as depositor (in such
            capacity, the “Depositor”), the Seller as master servicer (in such capacity, the
“Master Servicer”) and Deutsche Bank National Trust Company as trustee (in such
            capacity, the “Trustee”). Pursuant to the Pooling and Servicing Agreement, the
            Depositor will assign all of its right, title and interest in and to
            the
            Mortgage Loans, together with its rights under this Agreement, to the
            Trustee
            for the benefit of the Certificateholders. Capitalized terms used but
            not
            defined herein shall have the meanings set forth in the Pooling and Servicing
            Agreement.

           

          The
            parties hereto agree as follows:

           

          SECTION
            1.  Agreement
            to Purchase.
            The
            Seller hereby sells, and the Purchaser hereby purchases, as of June 28
            2006 (the
“Closing Date”), certain adjustable-rate and fixed-rate conventional, one- to
            four-family, residential mortgage loans (the “Mortgage Loans”), having an
            aggregate principal balance as of the close of business on June 1, 2006
            (the
“Cut-off Date”) of $2,461,456,959 after giving effect to all payments due on the
            Mortgage Loans on or before the Cut-off Date (the “Closing Balance”), whether or
            not received, including the right to any Prepayment Charges collected
            after the
            Cut-off Date from the Mortgagors in connection with any Principal Prepayments
            on
            the Mortgage Loans. Any payments (including Prepayment Charges) collected
            on or
            before the Cut-off Date, including all scheduled payments of principal
            and
            interest due on or before the Cut-off Date and collected after the Cut-off
            Date,
            shall belong to the Seller. In
            addition to the sale of the Mortgage Loans, the Seller will direct the
            Trustee
            to enter into the Interest Rate Swap Agreement and the Swap Administration
            Agreement on behalf of the Trust.

           

          SECTION
            2.  Mortgage
            Loan Schedule and Prepayment Charge Schedule.
            The
            Purchaser and the Seller have agreed upon which of the mortgage loans
            owned by
            the Seller are to be purchased by the Purchaser pursuant to this Agreement,
            and
            the Seller shall prepare or cause to be prepared on or prior to the Closing
            Date
            a final schedule (the “Closing Schedule”) describing such Mortgage Loans and
            setting forth all of the Mortgage Loans to be purchased under this Agreement.
            The Closing Schedule shall conform to the requirements set forth in this
            Agreement and to the definition of “Mortgage Loan Schedule” under the Pooling
            and Servicing Agreement. The Closing Schedule shall be used as the Mortgage
            Loan
            Schedule under the Pooling and Servicing Agreement. The Seller shall
            also
            prepare or cause to be prepared on or prior to the Closing Date a final
            schedule
            (the “Prepayment Charge Schedule”) setting forth each Mortgage Loan containing a
            Prepayment Charge and conforming to the definition of Prepayment Charge
            Schedule
            under the Pooling and Servicing Agreement.

           

          SECTION
            3.  Consideration.

           

          (a)  In
            consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
            shall, as described in Section 8, (i) pay to or upon the order of the
            Seller in
            immediately available funds an amount equal to the net sale proceeds
            of the
            Class A and Mezzanine Certificates and (ii) deliver to the Seller or
            its
            designee the Non-Offered Certificates.

           

          (b)  In
            connection with the transactions contemplated by Section 2.09 of the
            Pooling and
            Servicing Agreement, the Seller hereby agrees that the Purchaser shall
            be under
            no obligation to purchase any Subsequent Mortgage Loans unless (i) the
            conditions precedent contained in Section 2.09 of the Pooling and Servicing
            Agreement and the Subsequent Transfer Instrument, substantially in the
            form of
            Exhibit L to the Pooling and Servicing Agreement, are satisfied and (ii)
            each
            Subsequent Mortgage Loan satisfies the representations and warranties
            contained
            in Section 6 of this Agreement. The sale of Subsequent Mortgage Loans
            by the
            Seller to the Depositor shall be effected in accordance with the terms
            of
            Section 2.09 of the Pooling and Servicing Agreement pursuant to a Subsequent
            Mortgage Loan Purchase Agreement substantially in the form of this Agreement.
            

           

          SECTION
            4.  Transfer
            of the Mortgage Loans.

           

          (a)  Possession
            of Mortgage Files.
            The
            Seller does hereby sell to the Purchaser, without recourse but subject
            to the
            terms of this Agreement, all of its right, title and interest in, to
            and under
            the Mortgage Loans, including the related Prepayment Charges collected
            after the
            Cut-off Date. The contents of each Mortgage File not delivered to the
            Purchaser
            or to any assignee, transferee or designee of the Purchaser on or prior
            to the
            Closing Date are and shall be held in trust by the Seller for the benefit
            of the
            Purchaser or any assignee, transferee or designee of the Purchaser. Upon
            the
            sale of the Mortgage Loans, the ownership of each Mortgage Note, the
            related
            Mortgage and the other contents of the related Mortgage File is vested
            in the
            Purchaser and the ownership of all records and documents with respect
            to the
            related Mortgage Loan prepared by or that come into the possession of
            the Seller
            on or after the Closing Date shall immediately vest in the Purchaser
            and shall
            be delivered immediately to the Purchaser or as otherwise directed by
            the
            Purchaser.

           

          (b)  Delivery
            of Mortgage Loan Documents.
            The
            Seller will, on or prior to the Closing Date, deliver or cause to be
            delivered
            to the Purchaser or any assignee, transferee or designee of the Purchaser
            each
            of the following documents for each Mortgage Loan:

           

          (i)  the
            original Mortgage Note, endorsed in blank without recourse or in the
            following
            form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee
            under the applicable agreement, without recourse,” with all prior and
            intervening endorsements showing a complete chain of endorsement from
            the
            originator to the Person so endorsing to the Trustee, or with respect
            to any
            lost Mortgage Note, an original Lost Note Affidavit; provided, however,
            that
            such substitutions of Lost Note Affidavits for original Mortgage Notes
            may occur
            only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
            Balance of which is less than or equal to 2.00% of the Pool Balance as
            of the
            Cut-off Date;

           

          (ii)  the
            original Mortgage with evidence of recording thereon, and a copy, certified
            by
            the appropriate recording office, of the recorded power of attorney,
            if the
            Mortgage was executed pursuant to a power of attorney, with evidence
            of
            recording thereon;

           

          (iii)  an
            original Assignment assigned in blank without recourse;

           

          (iv)  the
            original recorded intervening Assignment or Assignments showing a complete
            chain
            of assignment from the originator to the Person assigning the Mortgage
            to the
            Trustee as contemplated by the immediately preceding clause (iii) or
            the
            original unrecorded intervening Assignments;

           

          (v)  the
            original or copies of each assumption, modification, written assurance
            or
            substitution agreement, if any; and

           

          (vi)  the
            original lender’s title insurance policy or an attorney’s opinion of title or
            similar guarantee of title acceptable to mortgage lenders generally in
            the
            jurisdiction where the Mortgaged Property is located, together with all
            endorsements or riders which were issued with or subsequent to the issuance
            of
            such policy, insuring the priority of the Mortgage as a first lien or
            second
            lien on the Mortgaged Property represented therein as a fee interest
            vested in
            the Mortgagor, or in the event such original title policy is unavailable,
            a
            written commitment or uniform binder or preliminary report of title issued
            by
            the title insurance or escrow company.

           

          If
            any
            document referred to in Section 4(b)(ii), 4(b)(iii) or 4(b)(iv) above
            has been
            submitted for recording but either (x) has not been returned from the
            applicable
            public recording office or (y) has been lost or such public recording
            office has
            retained the original of such document, the obligations of the Seller
            hereunder
            shall be deemed to have been satisfied upon (1) delivery by or on behalf
            of the
            Seller promptly upon receipt thereof to the Purchaser or any assignee,
            transferee or designee of the Purchaser of either the original or a copy
            of such
            document certified by the Seller in the case of (x) above or the public
            recording office in the case of (y) above to be a true and complete copy
            of the
            recorded original thereof and (2) if such delivered copy is certified
            by the
            Seller, then in addition thereto, delivery promptly upon receipt thereof
            of
            either the original or a copy of such document certified by the public
            recording
            office to be a true and complete copy of the original. In the event that
            the
            original lender’s title insurance policy has not yet been issued, the Seller
            shall deliver to the Purchaser or any assignee, transferee or designee
            of the
            Purchaser a written commitment or interim binder or preliminary report
            of title
            issued by the title insurance or escrow company. Promptly upon receipt
            by the
            Seller of any such original title insurance policy, the Seller shall
            deliver
            such to the Purchaser or any assignee, transferee or designee of the
            Purchaser.

           

          The
            Seller shall promptly (and in no event later than thirty (30) Business
            Days,
            subject to extension upon mutual agreement between the Seller and the
            Trustee,
            following the later of (i) the Closing Date, (ii) the date on which the
            Seller
            receives the Assignment from the Trustee and (iii) the date of receipt
            by the
            Seller of the recording information for a Mortgage) submit or cause to
            be
            submitted for recording, at no expense to the Trust Fund or the Trustee,
            in the
            appropriate public office for real property records, each Assignment
            referred to
            in (iii) and (iv) above and shall execute each original Assignment referred
            to
            in (iii) in the following form: “Deutsche Bank National Trust Company, as
            Trustee under the applicable agreement”. In the event that any such Assignment
            is lost or returned unrecorded because of a defect therein, the Seller
            shall
            promptly prepare or cause to be prepared a substitute Assignment or cure
            or
            cause to be cured such defect, as the case may be, and thereafter cause
            each
            such Assignment to be duly recorded.

           

          Notwithstanding
            the foregoing, however, for administrative convenience and facilitation
            of
            servicing and to reduce closing costs, so long as recordation of an Assignment
            is not necessary to protect the Trustee’s and the Certificateholders’ interests
            in the related Mortgage Loan under the laws of the jurisdiction in which
            the
            related Mortgaged Property is located, the Assignments shall not be required
            to
            be submitted for recording (except with respect to any Mortgage Loan
            located in
            Maryland) unless such failure to record would result in a withdrawal
            or a
            downgrading by any Rating Agency of the rating on any Class of Certificates;
            provided further, however, each Assignment shall be submitted for recording
            by
            the Seller (at the direction of the Master Servicer) in the manner described
            above, at no expense to the Trust Fund or the Trustee, upon the earliest
            to
            occur of: (i) reasonable direction by Holders of Certificates entitled
            to at
            least 25% of the Voting Rights or the NIMS Insurer, (ii) a failure of
            the Master
            Servicer Termination Test as set forth in the Pooling and Servicing Agreement,
            (iii) the occurrence of the bankruptcy or insolvency of the Seller, (iv)
            the
            occurrence of a servicing transfer as described in Section 7.02 of the
            Pooling
            and Servicing Agreement and (v) if the Seller is not the Master Servicer
            and
            with respect to any one Assignment or Mortgage, the occurrence of a bankruptcy,
            insolvency or foreclosure relating to the Mortgagor under the related
            Mortgage.

           

          Each
            original document relating to any Mortgage Loan which is not delivered
            to the
            Purchaser or its assignee, transferee or designee, if held by the Seller,
            shall
            be so held for the benefit of the Purchaser or its assignee, transferee
            or
            designee.

           

          (c)  Acceptance
            of Mortgage Loans.
            The
            documents delivered pursuant to Section 4(b) hereof shall be reviewed
            by the
            Purchaser or any assignee, transferee or designee of the Purchaser at
            any time
            before or after the Closing Date (and with respect to each document permitted
            to
            be delivered after the Closing Date within seven (7) days of its delivery)
            to
            ascertain that all required documents have been executed and received
            and that
            such documents relate to the Mortgage Loans identified on the Mortgage
            Loan
            Schedule.

           

          (d)  [Reserved].

           

          (e)  Transfer
            of Interest in Agreements.
            The
            Purchaser has the right to assign its interest under this Agreement,
            in whole or
            in part, to the Trustee, as may be required to effect the purposes of
            the
            Pooling and Servicing Agreement, without the consent of the Seller, and
            the
            assignee shall succeed to the rights and obligations hereunder of the
            Purchaser.
            Any expense reasonably incurred by or on behalf of the Purchaser or the
            Trustee
            in connection with enforcing any obligations of the Seller under this
            Agreement
            shall be promptly reimbursed by the Seller.

           

          (f)  Examination
            of Mortgage Files.
            Prior
            to the Closing Date, the Seller shall either (i) deliver in escrow to
            the
            Purchaser or to any assignee, transferee or designee of the Purchaser,
            for
            examination, the Mortgage File pertaining to each Mortgage Loan or (ii)
            make
            such Mortgage Files available to the Purchaser or to any assignee, transferee
            or
            designee of the Purchaser for examination at the Trustee’s offices in Santa Ana,
            California. Such examination may be made by the Purchaser and its respective
            designees, upon reasonable notice to the Seller and the Trustee during
            normal
            business hours before the Closing Date and within sixty (60) days after
            the
            Closing Date. If any such person makes such examination prior to the
            Closing
            Date and identifies any Mortgage Loan that does not conform to the requirements
            of the Purchaser as described in this Agreement, such Mortgage Loan shall
            be
            deleted from the Closing Schedule. The Purchaser may, at its option and
            without
            notice to the Seller, purchase all or part of the Mortgage Loans without
            conducting any partial or complete examination. The fact that the Purchaser
            or
            any person has conducted or has failed to conduct any partial or complete
            examination of the Mortgage Files shall not affect the rights of the
            Purchaser
            or any assignee, transferee or designee of the Purchaser to demand repurchase
            or
            other relief as provided herein or under the Pooling and Servicing
            Agreement.

           

          SECTION
            5.  Representations,
            Warranties and Covenants of the Seller.

           

          The
            Seller hereby represents and warrants to the Purchaser, as of the date
            hereof
            and as of the Closing Date, and covenants that:

           

          (1)  The
            Seller is a corporation duly organized, validly existing and in good
            standing
            under the laws of the State of Delaware and is duly authorized and qualified
            to
            transact any and all business contemplated by this Agreement to be conducted
            by
            the Seller in any state in which a Mortgaged Property is located or is
            otherwise
            not required under applicable law to effect such qualification and, in
            any
            event, is in compliance with the doing business laws of any such State,
            to the
            extent necessary to ensure the ability of the Master Servicer to enforce
            each
            Mortgage Loan and to service the Mortgage Loans in accordance with the
            terms of
            the Pooling and Servicing Agreement;

           

          (2)  The
            Seller had the full corporate power and authority to hold and sell each
            Mortgage
            Loan and has the full corporate power and authority to service each Mortgage
            Loan, and to execute, deliver and perform, and to enter into and consummate
            the
            transactions contemplated by this Agreement and has duly authorized by
            all
            necessary corporate action on the part of the Seller the execution, delivery
            and
            performance of this Agreement; this Agreement has been duly executed
            and
            delivered by the Seller; and this Agreement, assuming the due authorization,
            execution and delivery thereof by the Purchaser, constitutes a legal,
            valid and
            binding obligation of the Seller, enforceable against the Seller in accordance
            with its terms, except to the extent that (a) the enforceability thereof
            may be
            limited by bankruptcy, insolvency, moratorium, receivership and other
            similar
            laws relating to creditors’ rights generally and (b) the remedy of specific
            performance and injunctive and other forms of equitable relief may be
            subject to
            the equitable defenses and to the discretion of the court before which
            any
            proceeding therefor may be brought;

           

          (3)  The
            execution and delivery of this Agreement by the Seller, the servicing
            of the
            Mortgage Loans by the Seller under the Pooling and Servicing Agreement,
            the
            consummation of any other of the transactions herein contemplated, and
            the
            fulfillment of or compliance with the terms hereof are in the ordinary
            course of
            business of the Seller and will not (A) result in a breach of any term
            or
            provision of the charter or by-laws of the Seller or (B) conflict with,
            result
            in a breach, violation or acceleration of, or result in a default under,
            the
            terms of any other material agreement or instrument to which the Seller
            is a
            party or by which it may be bound, or any statute, order or regulation
            applicable to the Seller of any court, regulatory body, administrative
            agency or
            governmental body having jurisdiction over the Seller; and the Seller
            is not a
            party to, bound by, or in breach or violation of any indenture or other
            agreement or instrument, or subject to or in violation of any statute,
            order or
            regulation of any court, regulatory body, administrative agency or governmental
            body having jurisdiction over it, which materially and adversely affects
            or, to
            the Seller’s knowledge, would in the future materially and adversely affect, (x)
            the ability of the Seller to perform its obligations under this Agreement
            or (y)
            the business, operations, financial condition, properties or assets of
            the
            Seller taken as a whole;

           

          (4)  No
            consent, approval, authorization or order of any court or governmental
            agency or
            body is required for the execution, delivery and performance by the Seller
            of,
            or compliance by the Seller with, this Agreement or the consummation
            of the
            transactions contemplated hereby, or if any such consent, approval,
            authorization or order is required, the Seller has obtained the
            same;

           

          (5)  The
            Seller is an approved originator/servicer for Fannie Mae or Freddie Mac
            in good
            standing and is a HUD approved mortgagee pursuant to Section 203 and
            Section 211
            of the National Housing Act; and

           

          (6)  Except
            as
            otherwise disclosed in the Prospectus Supplement, no litigation, action,
            suit,
            proceeding or investigation is pending against the Seller that would
            materially
            and adversely affect the execution, delivery or enforceability of this
            Agreement
            or the ability of the Seller to service the Mortgage Loans or the Seller
            to
            perform any of its other obligations hereunder in accordance with the
            terms
            hereof.

           

          
            	SECTION
                    6.  	
                    Representations
                      and Warranties of the Seller Relating to the Mortgage
                      Loans.

                  


          

           

          (a)
            The
            Seller hereby represents and warrants to the Purchaser, with respect
            to the
            Mortgage Loans as of the Closing Date and with respect to the Subsequent
            Mortgage Loans as of the respective Subsequent Transfer Date or as of
            such date
            specifically provided herein:

           

          (1)  The
            information set forth on the Mortgage Loan Schedule with respect to each
            Mortgage Loan is true and correct in all material respects;

           

          (2)  No
            material error, omission, misrepresentation, negligence, fraud or similar
            occurrence with respect to any Mortgage Loan has taken place on the part
            of any
            person, including without limitation, the Mortgagor, any appraiser, any
            builder
            or developer, or any other party involved in the origination of the Mortgage
            Loan or in the application of any insurance in relation to such Mortgage
            Loan;

           

          (3)  All
            payments due prior to the Cut-off Date have been made and none of the
            Mortgage
            Loans will have been contractually delinquent for more than one calendar
            month
            more than once since the origination thereof;

           

          (4)  Each
            Mortgage is a valid and enforceable first or second lien on the Mortgaged
            Property, including all improvements thereon, subject only to (a) the
            lien of
            nondelinquent current real property taxes and assessments, (b) covenants,
            conditions and restrictions, rights of way, easements and other matters
            of
            public record as of the date of recording of such Mortgage, such exceptions
            appearing of record being acceptable to mortgage lending institutions
            generally
            or specifically reflected in the appraisal made in connection with the
            origination of the related Mortgage Loan, (c) other matters to which
            like
            properties are commonly subject which do not materially interfere with
            the
            benefits of the security intended to be provided by such Mortgage and
            (d) in the
            case of a second lien, the first lien on such Mortgaged Property;

           

          (5)  Immediately
            prior to the sale of the Mortgage Loans to the Purchaser, the Seller
            had good
            title to, and was the sole legal and beneficial owner of, each Mortgage
            Loan
            free and clear of any pledge, lien, encumbrance or security interest
            and has
            full right and authority, subject to no interest or participation of,
            or
            agreement with, any other party to sell and assign the same;

           

          (6)  With
            respect to any impounded Mortgage Loan, there is no delinquent tax or
            assessment
            lien against any Mortgaged Property;

           

          (7)  There
            is
            no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
            including the obligation of the Mortgagor to pay the unpaid principal
            of or
            interest on such Mortgage Note, nor will the operation of any of the
            terms of
            the Mortgage Note and the Mortgage, or the exercise of any right thereunder,
            render the Mortgage unenforceable, in whole or in part, or subject to
            any valid
            right of rescission, set-off, counterclaim or defense, including the
            defense of
            usury and no such valid right of rescission, set-off, counterclaim or
            defense
            has been asserted with respect thereto;

           

          (8)  There
            are
            no mechanics’ liens or claims for work, labor or material rendered to the
            Mortgaged Property affecting any Mortgaged Property which are or may
            be a lien
            prior to, or equal with, the lien of the related Mortgage, except those
            which
            are insured against by the title insurance policy referred to in (12)
            below;

           

          (9)  Subject
            to the Escrow Withhold referred to in (19) below, each Mortgaged Property
            is
            free of material damage and is in good repair;

           

          (10)  Each
            Mortgage Loan at origination complied in all material respects with applicable
            local, state and federal laws and regulations, including, without limitation,
            usury, equal credit opportunity, real estate settlement procedures,
            truth-in-lending, disclosure laws and all applicable predatory, abusive
            and fair
            lending laws, and consummation of the transactions contemplated hereby
            will not
            involve the violation of any such laws;

           

          (11)  Neither
            the Seller nor any prior holder of any Mortgage has modified, impaired
            or waived
            the Mortgage in any material respect (except that a Mortgage Loan may
            have been
            modified by a written instrument which has been recorded, if necessary,
            to
            protect the interests of the Purchaser and which has been delivered to
            the
            Trustee); satisfied, canceled or subordinated such Mortgage in whole
            or in part;
            released the related Mortgaged Property in whole or in part from the
            lien of
            such Mortgage; or executed any instrument of release, cancellation, modification
            or satisfaction with respect thereto;

           

          (12)  A
            lender’s policy of title insurance together with a condominium endorsement,
            extended coverage endorsement and an adjustable rate mortgage endorsement
            (each
            as applicable) in an amount at least equal to the Cut-off Date principal
            balance
            of each such Mortgage Loan or a commitment (binder) to issue the same
            was
            effective on the date of the origination of each Mortgage Loan, each
            such policy
            is valid and remains in full force and effect, the transfer of the related
            Mortgage Loan to the Purchaser will not affect the validity or enforceability
            of
            such policy and each such policy was issued by a title insurer qualified
            to do
            business in the jurisdiction where the Mortgaged Property is located
            and in a
            form acceptable to Fannie Mae or Freddie Mac, which policy insures the
            Seller
            and successor owners of indebtedness secured by the insured Mortgage,
            as to the
            first priority lien of the Mortgage; no claims have been made under such
            lender’s title insurance policy and no prior holder of the related Mortgage,
            including the Seller, has done, by act or omission, anything which would
            impair
            the coverage of such lender’s title insurance policy;

           

          (13)  Each
            Mortgage Loan was originated by the Seller or an Affiliate of the Seller
            in
            accordance with the underwriting standards as set forth in the Prospectus
            Supplement (or, if generated by an entity other than the Seller or an
            Affiliate
            of the Seller, in accordance with such other underwriting standards as
            set forth
            in the Prospectus Supplement or, if generated on behalf of the Seller
            or an
            Affiliate of the Seller by a person other than the Seller or an Affiliate
            of the
            Seller is subject to the same underwriting standards and procedures used
            by the
            Seller in originating mortgage loans directly as set forth in the Prospectus
            Supplement) or by a savings and loan association, savings bank, commercial
            bank,
            credit union, insurance company or similar institution which is supervised
            and
            examined by a federal or state authority (including a mortgage broker),
            or by a
            mortgagee approved by the Secretary of Housing and Urban Development
            pursuant to
            Sections 203 and 211 of the National Housing Act;

           

          (14)  With
            respect to each Adjustable-Rate Mortgage Loan, on each adjustment date,
            the
            Mortgage Rate will be adjusted to equal the Index plus the Gross Margin,
            rounded
            to the nearest 0.125%, subject to the Periodic Rate Cap, the Maximum
            Mortgage
            Rate and the Minimum Mortgage Rate. The related Mortgage Note is payable
            on the
            first day of each month in self-amortizing monthly installments of principal
            and
            interest, with interest payable in arrears, and requires a monthly payment
            which
            is sufficient to fully amortize the outstanding principal balance of
            the
            Mortgage Loan over its remaining term and to pay interest at the applicable
            Mortgage Rate. No Mortgage Loan is subject to negative
            amortization;

           

          (15)  All
            of
            the improvements which were included for the purpose of determining the
            appraised value of the Mortgaged Property lie wholly within the boundaries
            and
            building restriction lines of such property, and no improvements on adjoining
            properties encroach upon the Mortgaged Property, except those, if any,
            which are
            insured against by the lender’s title insurance policy referred to in (12)
            above;

           

          (16)  All
            inspections, licenses and certificates required to be made or issued
            with
            respect to all occupied portions of the Mortgaged Property, including
            but not
            limited to certificates of occupancy, have been made or obtained from
            the
            appropriate authorities, and the Mortgaged Property is lawfully occupied
            under
            applicable law except as may otherwise be insured against by the lender’s title
            insurance policy referred to in (12) above;

           

          (17)  All
            parties which have had any interest in the Mortgage, whether as mortgagee,
            assignee, pledgee or otherwise, are (or, during the period in which they
            held
            and disposed of such interest, were) in compliance with any and all applicable
            licensing requirements of the laws of the state wherein the Mortgaged
            Property
            is located;

           

          (18)  The
            Mortgage Note and the related Mortgage are genuine, and each is the legal,
            valid
            and binding obligation of the maker thereof, enforceable in accordance
            with its
            terms and with applicable laws. All parties to the Mortgage Note and
            the
            Mortgage had legal capacity to execute the Mortgage Note and the Mortgage
            and
            each Mortgage Note and Mortgage have been duly and properly executed
            by such
            parties;

           

          (19)  The
            proceeds of each Mortgage Loan have been fully disbursed, there is no
            requirement for future advances thereunder and any and all requirements
            as to
            completion of any on-site or off-site improvements and as to disbursements
            of
            any escrow funds therefor have been complied with, except any Mortgaged
            Property
            or Mortgage Loan subject to an Escrow Withhold as defined in the related
            Originator’s underwriting guidelines. All costs, fees and expenses incurred in
            making, closing or recording the Mortgage Loans were paid;

           

          (20)  The
            related Mortgage contains customary and enforceable provisions which
            render the
            rights and remedies of the holder thereof adequate for the realization
            against
            the Mortgaged Property of the benefits of the security, including, (i)
            in the
            case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii)
            otherwise by judicial foreclosure. There is no homestead or other exemption
            available to the Mortgagor which would materially interfere with the
            right to
            sell the Mortgaged Property at a trustee’s sale or the right to foreclose the
            Mortgage;

           

          (21)  With
            respect to each Mortgage constituting a deed of trust, a trustee, duly
            qualified
            under applicable law to serve as such, has been properly designated and
            currently so serves and is named in such Mortgage, and no fees or expenses
            are
            or will become payable by the Purchaser to the trustee under the deed
            of trust,
            except in connection with a trustee’s sale after default by the
            Mortgagor;

           

          (22)  There
            exist no deficiencies with respect to escrow deposits and payments, if
            such are
            required, for which customary arrangements for repayment thereof have
            not been
            made, and no escrow deposits or payments of other charges or payments
            due the
            Seller have been capitalized under the Mortgage or the related Mortgage
            Note;

           

          (23)  The
            origination, collection and servicing practices used by the Seller (or
            its
            affiliate) with respect to each Mortgage Loan have been in all material
            respects
            legal, proper, reasonable and customary in the subprime mortgage origination
            and
            servicing business and each of the Mortgage Loans has been serviced by
            the
            Seller since origination;

           

          (24)  There
            is
            no pledged account or other security other than real estate securing
            the
            Mortgagor’s obligations;

           

          (25)  No
            Mortgage Loan has a shared appreciation feature, or other contingent
            interest
            feature;

           

          (26)  The
            improvements upon each Mortgaged Property are covered by a valid, binding
            and
            existing hazard insurance policy that is in full force and effect with
            a
            generally acceptable carrier that provides for fire extended coverage
            and such
            other hazards as are customary in the area where the Mortgaged Property
            is
            located representing coverage not less than the lesser of the outstanding
            principal balance of the related Mortgage Loan or the minimum amount
            required to
            compensate for damage or loss on a replacement cost basis. All individual
            insurance policies and flood policies referred to in clause (27) below
            contain a
            standard mortgagee clause naming the Seller or the original mortgagee,
            and its
            successors in interest, as mortgagee, and the Seller has received no
            notice that
            any premiums due and payable thereon have not been paid; the Mortgage
            obligates
            the Mortgagor thereunder to maintain all such insurance, including flood
            insurance, at the Mortgagor’s cost and expense, and upon the Mortgagor’s failure
            to do so, authorizes the holder of the Mortgage to obtain and maintain
            such
            insurance at the Mortgagor’s cost and expense and to seek reimbursement therefor
            from the Mortgagor, except as may be limited or restricted by applicable
            law;

           

          (27)  If
            the
            Mortgaged Property is in an area identified in the Federal Register by
            the
            Federal Emergency Management Agency as having special flood hazards,
            a valid and
            binding flood insurance policy that is in full force and effect in a
            form
            meeting the requirements of the current guidelines of the Flood Insurance
            Administration is in effect with respect to such Mortgaged Property with
            a
            generally acceptable carrier in an amount representing coverage not less
            than
            the least of (A) the original outstanding principal balance of the Mortgage
            Loan, (B) the minimum amount required to compensate for damage or loss
            on a
            replacement cost basis or (C) the maximum amount of insurance that is
            available
            under the Flood Disaster Protection Act of 1973;

           

          (28)  There
            is
            no default, breach, violation or event of acceleration existing under
            the
            Mortgage or the related Mortgage Note; and the Seller has not waived
            any
            default, breach, violation or event of acceleration;

           

          (29)  Each
            Mortgaged Property is improved by a one- to four-family residential dwelling,
            including condominium units and dwelling units in planned unit developments,
            which does not include (a) cooperatives or (b) mobile homes and manufactured
            homes (as defined in the Fannie Mae Seller-Servicer’s Guide), except when the
            appraisal indicates that (i) the mobile or manufactured home was built
            under the
            Federal Manufactured Home Construction and Safety Standards of 1976 or
            (ii)
            otherwise assumes the characteristics of site-built housing and meets
            local
            building codes, is readily marketable, has been permanently affixed to
            the site,
            is not in a mobile home “park,” and is treated as real property under the
            applicable state law. With respect to any Mortgage Loan that is secured
            by a
            leasehold estate: (a) the lease is valid, in full force and effect; (b)
            all
            rents and other payments due under the lease have been paid; (c) the
            lessee is
            not in default under any provision of the lease; (d) the term of the
            lease
            exceeds the maturity date of the related Mortgage Loan by at least five
            (5)
            years; and (e) the Mortgagee under the Mortgage Loan is given notice
            and an
            opportunity to cure any defaults under the lease;

           

          (30)  There
            is
            no obligation on the part of the Seller or any other party under the
            terms of
            the Mortgage or related Mortgage Note to make payments in lieu of or
            in addition
            to those made by the Mortgagor;

           

          (31)  Any
            future advances made prior to the Cut-off Date have been consolidated
            with the
            outstanding principal amount secured by the Mortgage, and the secured
            principal
            amount, as consolidated, bears a single interest rate and single repayment
            term
            reflected on the Mortgage Loan Schedule. The consolidated principal amount
            does
            not exceed the original principal amount of the Mortgage Loan;

           

          (32)  The
            Mortgage File contains an appraisal which was either (i) performed by
            an
            appraiser who satisfied, and which was conducted in accordance with,
            all of the
            applicable requirements of the Financial Institutions Reform, Recovery
            and
            Enforcement Act of 1989, as amended or (ii) conducted in accordance with
            an
            insured valuation model;

           

          (33)  None
            of
            the Mortgage Loans is a graduated payment mortgage loan, nor is any Mortgage
            Loan subject to a temporary buydown or similar arrangement;

           

          (34)  No
            Mortgagor has currently requested any relief under the Servicemembers
            Civil
            Relief Act or similar state laws;

           

          (35)  The
            Mortgage Loans comply in all material respects with the descriptions
            set forth
            under the captions “The Mortgage Pool” and Annex III in the Prospectus
            Supplement;

           

          (36)  The
            Mortgage contains an enforceable provision for the acceleration of the
            payment
            of the unpaid principal balance of the Mortgage Loan in the event that
            the
            related Mortgaged Property is sold or transferred without the prior written
            consent of the mortgagee thereunder, except as may be limited by applicable
            law;

           

          (37)  The
            information set forth in the Prepayment Charge Schedule attached as Schedule
            2
            to the Pooling and Servicing Agreement (including the prepayment charge
            summary
            attached thereto) is complete, true and correct in all material respects
            at the
            date or dates respecting which such information is furnished and each
            Prepayment
            Charge is permissible and enforceable in accordance with its terms upon
            the full
            and voluntary prepayment by the Mortgagor under applicable law and complied
            in
            all material respects with applicable local, state and federal laws (except
            to
            the extent that (i) the enforceability thereof may be limited by bankruptcy,
            insolvency, moratorium, receivership and other similar laws relating
            to
            creditors’ rights generally or (ii) the collectability thereof may be limited
            due to acceleration in connection with a foreclosure or other involuntary
            payoff);

           

          (38)  Each
            Mortgage Loan is an obligation that is principally secured by real property
            for
            purposes of the REMIC Provisions of the Code;

           

          (39)  The
            Mortgage Loans are not subject to the requirements of the Home Ownership
            and
            Equity Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is subject to, or
            in violation of, any applicable state or local law, ordinance or regulation
            similar to HOEPA;

           

          (40)  (a)
            No
            Mortgage Loan is a High Cost Loan as defined by HOEPA or any other applicable
            predatory or abusive lending laws and (b) no Mortgage Loan is a “high cost
            home”, “covered” (excluding home loans defined as “covered home loans” in the
            New Jersey Home Ownership Security Act of 2002 that were originated between
            November 26, 2003 and July 7, 2004) , “high risk home” or “predatory” loan under
            any other applicable state, federal or local law (or a similarly classified
            loan
            using different terminology under a law imposing heightened regulatory
            scrutiny
            or additional legal liability for resident mortgage loans having high
            interest
            rates, points and/or fees);

           

          (41)  No
            Mortgage Loan originated on or after October 1, 2002 will impose a Prepayment
            Charge for a term in excess of three years. Any Mortgage Loans originated
            prior
            to such date will not impose a Prepayment Charge for a term in excess
            of five
            (5) years;

           

          (42)  No
            Mortgage Loan that is secured by property located in the State of Georgia
            is
            either a “Covered Loan” or “High Cost Home Loan” within the meaning of the
            Georgia Fair Lending Act, as amended (the “Georgia Act”);

           

          (43)  The
            Seller or one of its Affiliates as servicer for each Mortgage Loan, has
            fully
            furnished and will fully furnish, in accordance with the Fair Credit
            Reporting
            Act and its implementing regulations, accurate and complete information
            (e.g.,
            favorable and unfavorable) on its borrower credit files to Equifax, Experian
            and
            Trans Union Credit Information Company or their successors (the “Credit
            Repositories”) on a monthly basis;

           

          (44)  There
            is
            no Mortgage Loan that was originated on or after October 1, 2002 and
            before
            March 7, 2003 which is secured by property located in the State of
            Georgia;

           

          (45)  The
            Prepayment Charges included in the transaction are enforceable and originated
            in
            compliance with all applicable federal, state and local law (except to
            the
            extent that (i) the enforceability thereof may be limited by bankruptcy,
            insolvency, moratorium, receivership and other similar laws relating
            to
            creditors’ rights generally or (ii) the collectability thereof may be limited
            due to acceleration in connection with a foreclosure or other involuntary
            payoff);

           

          (46)  No
            proceeds from any Mortgage Loan were used to finance single-premium credit
            insurance policies;

           

          (47)  No
            Mortgage Loan is a high cost loan or a covered loan, as applicable (as
            such
            terms are defined in Standard & Poor’s LEVELS Version 5.6(d) Glossary
            Revised, Appendix E);

           

          (48)  With
            respect to any Mortgage Loan originated on or after August 1, 2004, neither
            the
            related Mortgage nor the related Mortgage Note requires the borrower
            to submit
            to arbitration to resolve any dispute arising out of or relating in any
            way to
            the mortgage loan transaction;

           

          (49)  The
            original principal balance of each Group I Mortgage Loan is within Freddie
            Mac’s
            dollar amount limits for conforming one- to four-family mortgage
            loans;

           

          (50)  With
            respect to any Group I Mortgage Loan that is secured by a first lien
            on the
            related mortgaged property, the original principal balance of any first-lien
            mortgage loan does not exceed the applicable Freddie Mac loan
            limit;

           

          (51)  With
            respect to any Group I Mortgage Loan that is secured by a subordinate
            lien on
            the related mortgaged property, such lien is on a one- to four-family
            residence
            that is the principal residence of the borrower;

           

          (52)  With
            respect to any Group I Mortgage Loan that is secured by a subordinate
            lien on
            the related mortgaged property, the original loan amount of any subordinate-lien
            mortgage loan does not exceed one-half of the one-unit limitation for
            first lien
            mortgage loans, or $208,500 (in Alaska, Guam, Hawaii or Virgin Islands:
            $312,750), without regard to the number of units;

           

          (53)  The
            aggregate original principal balance of the first and subordinate lien
            mortgage
            loans relating to the same mortgaged property with respect to any Group
            I
            Mortgage Loan does not exceed Freddie Mac’s applicable loan limits for
            first-lien mortgage loans for that property type;

           

          (54)  With
            respect to each Group I Mortgage Loan, no borrower obtained a prepaid
            single-premium credit-life, credit disability, credit unemployment or
            credit
            property insurance policy in connection with the origination of the mortgage
            loan;

           

          (55)  With
            respect to any Group I Mortgage Loan, no borrower was charged “point and fees”
in an amount greater than (a) $1000 or (b) 5% of the principal amount of such
            mortgage loan, whichever is greater. For purposes of this representation,
            “points and fees” (x) include origination, underwriting, broker and finder’s
            fees and charges that the lender imposed as a condition of making the
            mortgage
            loan, whether they are paid to the lender or a third party; and (y) exclude
            bona
            fide discount points, fees paid for actual services rendered in connection
            with
            the origination of the mortgage (such as attorneys’ fees, notaries fees and fees
            paid for property appraisals, credit reports, surveys, title examinations
            and
            extracts, flood and tax certifications, and home inspections); the cost
            of
            mortgage insurance or credit-risk price adjustments; the costs of title,
            hazard,
            and flood insurance policies; state and local transfer taxes or fees;
            escrow
            deposits for the future payment of taxes and insurance premiums; and
            other
            miscellaneous fees and charges that, in total, do not exceed 0.25 percent
            of the
            loan amount;

           

          (56)  With
            respect to any Group I Mortgage Loan, no mortgage loan exceeds the “annual
            percentage rate” or “points and fees payable by the borrower” threshold as
            described in HOEPA;

           

          (57)  No
            Group
            I Mortgage Loan mortgagor was encouraged or required to select a mortgage
            loan
            product offered by the originator which is a higher cost product designed
            for a
            less creditworthy mortgagor, unless at the time of the Group I Mortgage
            Loan's
            origination, such mortgagor did not qualify taking into account credit
            history
            and debt-to income ratios for a lower-cost credit product then offered
            by the
            originator. A borrower who is able to qualify for one of the originator’s
            standard products should be directed towards or offered the originator’s
            standard mortgage line;

           

          (58)  With
            respect to any Group I Mortgage Loan that contains a provision permitting
            imposition of a premium upon a prepayment prior to maturity: (a) prior
            to the
            mortgage loan’s origination, the borrower agreed to such premium in exchange for
            a monetary benefit, including but not limited to a rate or fee reduction;
            (b)
            the originator had a written policy of offering the borrower the option
            of
            obtaining a mortgage loan that did not require payment of such a premium
            unless
            the mortgage loan that did
            not
            require payment of such a premium would be a mortgage loan that is a
            HOEPA loan
            or a high-cost home loan under any applicable state or local
            law
            and prohibited by the originator's underwriting guidelines;
            (c) the
            prepayment premium is adequately disclosed to the borrower pursuant to
            applicable state and federal law; (d) no subprime loan originated on
            or after
            October 1, 2002 will impose a prepayment premium for a term in excess
            of three
            years, and any loans originated prior to such date and any non-subprime
            loans
            will not impose prepayment penalties in excess of five years; in each
            case
            unless the loan was modified to reduce the prepayment period to no more
            than
            three years from the date of the note and the borrower was notified in
            writing
            of such reduction in prepayment period; and (e) notwithstanding any state
            or
            federal law to the contrary, the servicer shall not impose such prepayment
            premium in any instance when the mortgage loan is accelerated or paid
            off in
            connection with the workout of a delinquent mortgage or due to the borrower’s
            default;

           

          (59)  With
            respect to any Group I Mortgage Loan, the
            methodology used in underwriting the extension of credit for each mortgage
            loan
            did not rely on the extent of the borrower’s equity in the collateral as the
            principal determining factor in approving such extension of credit. The
            methodology employed objective criteria that related such facts as, without
            limitation, the borrower’s credit history, income, assets or liabilities, to the
            proposed mortgage payment and, based on such methodology, the originator
            made a
            reasonable determination that at the time of origination the borrower
            had the
            ability to make timely payments on the mortgage loan;

           

          (60)  With
            respect to any Group I Mortgage Loan, no mortgage loan is secured by
            a
            manufactured housing unit; and

           

          (61)  With
            respect to any Group I Mortgage Loan, no mortgage loan is
“seasoned.”

           

          
            	SECTION
                    7.  	
                    Repurchase
                      Obligation for Defective Documentation and for Breach of Representation
                      and Warranty.

                  


          

           

          (a)  The
            representations and warranties contained in Section 6 shall not be impaired
            by
            any review and examination of loan files or other documents evidencing
            or
            relating to the Mortgage Loans or any failure on the part of the Purchaser
            to
            review or examine such documents and shall inure to the benefit of any
            assignee,
            transferee or designee of the Purchaser, including the Trustee for the
            benefit
            of the Certificateholders.

           

          Upon
            discovery by the Seller, the Purchaser or any assignee, transferee or
            designee
            of the Purchaser of any materially defective document in, or that any
            material
            document was not transferred by the Seller (as listed on the Trustee’s
            Preliminary Exception Report) as part of, any Mortgage File or of a breach
            of
            any of the representations and warranties contained in Section 5 or Section
            6
            that materially and adversely affects the value of any Mortgage Loan
            or the
            interest therein of the Purchaser or the Purchaser’s assignee, transferee or
            designee (it being understood that with respect to the representations
            and
            warranties set forth in (10), (39), (40), (41), (42), (43), (44), (46),
            (47),
            (48), (49) and (50) of Section 6(a) herein, a breach of any such representation
            or warranty shall in and of itself be deemed to materially adversely
            affect the
            interest therein of the Purchaser and the Purchaser’s assignee, transferee or
            designee), the party discovering the breach shall give prompt written
            notice to
            the others. Within ninety (90) days of its discovery or its receipt of
            notice of
            any such missing documentation which was not transferred to the Purchaser
            as
            described above or materially defective documentation or any such breach
            of a
            representation and warranty (it being understood that with respect to
            the
            representations and warranties set forth in (10), (39), (40), (41), (42),
            (43),
            (44), (46), (47), (48), (49) and (50) of Section 6(a) herein, a breach
            of any
            such representation or warranty shall in and of itself be deemed to materially
            adversely affect the interest therein of the Purchaser and the Purchaser’s
            assignee, transferee or designee), the Seller promptly shall deliver
            such
            missing document or cure such defect or breach in all material respects,
            or in
            the event the Seller cannot deliver such missing document or such defect
            or
            breach cannot be cured, the Seller shall, within ninety (90) days of
            its
            discovery or receipt of notice, either (i) repurchase the affected Mortgage
            Loan
            at a price equal to the Purchase Price or (ii) pursuant to the provisions
            of the
            Pooling and Servicing Agreement, cause the removal of such Mortgage Loan
            from
            the Trust Fund and substitute one or more Qualified Substitute Mortgage
            Loans.
            In the event that any Mortgage Loan is subject to a breach of the representation
            and warranty in Section 6(a)(37) or (45) resulting in the Master Servicer’s
            inability to collect all or part of the Prepayment Charge from the Mortgagor,
            in
            lieu of repurchase, the Seller shall be obligated to remit to the Master
            Servicer (for deposit in the Collection Account) any shortfall in the
            Prepayment
            Charge collected upon the Mortgagor’s voluntary Principal
            Prepayment.

           

          Notwithstanding
            the foregoing, within ninety (90) days of the earlier of discovery by
            the Seller
            or receipt of notice by the Seller of the breach of the representation
            of the
            Seller set forth in Section 6(a)(37) or (45) above, which materially
            and
            adversely affects the interests of the Holders of the Class P Certificates
            in
            any Prepayment Charge, the Seller shall pay the amount of the scheduled
            Prepayment Charge, for the benefit of the Holders of the Class P Certificates,
            by depositing such amount into the Collection Account, net of any amount
            previously collected by the Master Servicer and paid by the Master Servicer,
            for
            the benefit of the Holders of the Class P Certificates, in respect of
            such
            Prepayment Charge.

           

          The
            Seller shall amend the Closing Schedule to reflect the withdrawal of
            such
            Mortgage Loan from the terms of this Agreement and the Pooling and Servicing
            Agreement and the addition, if any, of a Qualified Substitute Mortgage
            Loan. The
            Seller shall deliver to the Purchaser such amended Closing Schedule and
            shall
            deliver such other documents as are required by this Agreement or the
            Pooling
            and Servicing Agreement within five (5) days of any such amendment. Any
            repurchase pursuant to this Section 7(a) shall be accomplished by deposit
            in the
            Collection Account of the amount of the Purchase Price in accordance
            with
            Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or
            substitution required by this Section shall be made in a manner consistent
            with
            Section 2.03 of the Pooling and Servicing Agreement.

           

          In
            addition, upon discovery by the Seller, the Purchaser, or any assignee,
            transferee or designee of the Purchaser that any Mortgage Loan does not
            constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of
            the Code, the party discovering the breach shall give prompt written
            notice
            within five (5) Business Days to the others. Within ninety (90) days
            of its
            discovery or its receipt of notice, the Seller promptly shall either
            (i)
            repurchase the affected Mortgage Loan at the Purchase Price (as such
            term is
            defined in the Pooling and Servicing Agreement) or (ii) pursuant to the
            provisions of the Pooling and Servicing Agreement, cause the removal
            of such
            Mortgage Loan from the Trust Fund and substitute one or more Qualified
            Substitute Mortgage Loans.

           

          (b)  It
            is
            understood and agreed that the obligations of the Seller set forth in
            this
            Section 7 to cure, remit a Prepayment Charge shortfall, repurchase or
            substitute
            for a defective Mortgage Loan constitute the sole remedies of the Purchaser
            against the Seller respecting a missing or defective material document
            or a
            breach of the representations and warranties contained in Section 5 or
            Section
            6.

           

          SECTION
            8.  Closing;
            Payment for the Mortgage Loans.
            The
            closing of the purchase and sale of the Mortgage Loans shall be held
            at the New
            York City office of Thacher Proffitt & Wood llp
            at 10:00
            A.M. New York City time on the Closing Date.

           

          The
            closing shall be subject to each of the following conditions:

           

          
            	(a)  	
                    All
                      of the representations and warranties of the Seller under this
                      Agreement
                      shall be true and correct in all material respects as of the
                      date as of
                      which they are made and no event shall have occurred which,
                      with notice or
                      the passage of time, would constitute a default under this
                      Agreement;

                  


          

           

          
            	(b)  	
                    The
                      Purchaser shall have received, or the attorneys of the Purchaser
                      shall
                      have received in escrow (to be released from escrow at the
                      time of
                      closing), all Closing Documents as specified in Section 9 of
                      this
                      Agreement, in such forms as are agreed upon and acceptable
                      to the
                      Purchaser, duly executed by all signatories other than the
                      Purchaser as
                      required pursuant to the respective terms
                      thereof;

                  


          

           

          
            	(c)  	
                    The
                      Seller shall have delivered or caused to be delivered and released
                      to the
                      Purchaser or to its designee, all documents (including without
                      limitation,
                      the Mortgage Loans) required to be so delivered by the Purchaser
                      pursuant
                      to Section 2.01 of the Pooling and Servicing Agreement;
                      and

                  


          

           

          
            	(d)  	
                    All
                      other terms and conditions of this Agreement shall have been
                      complied
                      with.

                  


          

           

          Subject
            to the foregoing conditions, the Purchaser shall deliver or cause to
            be
            delivered to the Seller on the Closing Date, against delivery and release
            by the
            Seller to the Trustee of all documents required pursuant to the Pooling
            and
            Servicing Agreement, the consideration for the Mortgage Loans as specified
            in
            Section 3 of this Agreement, by delivery to the Seller of the Purchase
            Price.

           

          SECTION
            9.  Closing
            Documents.
            Without
            limiting the generality of Section 8 hereof, the closing shall be subject
            to
            delivery of each of the following documents:

           

          
            	(a)  	
                    (i)
                      An Officer’s Certificate of the Seller and the Master Servicer, dated
                      the
                      Closing Date, in form satisfactory to and upon which the Purchaser
                      and the
                      Underwriters may rely, and attached thereto copies of the certificate
                      of
                      incorporation, by-laws and certificate of good standing of
                      the Seller and
                      the Master Servicer under the laws of Delaware and stating
                      that the
                      information contained in the Prospectus Supplement relating
                      to the
                      Mortgage Loans, the Seller, the Master Servicer and the applicable
                      loan
                      portfolio is true and accurate in all material respects and
                      does not
                      contain any untrue statement of a material fact or omit to
                      state a
                      material fact required to be stated therein or necessary to
                      make the
                      statements therein, in light of the circumstances under which
                      they were
                      made, not misleading and (ii) if any of the Certificates are
                      offered on
                      the Closing Date pursuant to a private placement memorandum,
                      the Seller
                      shall deliver an Officer’s Certificate stating that the same information
                      contained in such private placement memorandum is true and
                      accurate in all
                      material respects;

                  


          

           

          
            	(b)  	
                    An
                      Officer’s Certificate of the Seller, dated the Closing Date, in form
                      satisfactory to and upon which the Purchaser and the Underwriters
                      may
                      rely, with respect to certain facts regarding the sale of the
                      Mortgage
                      Loans by the Seller to the
                      Purchaser;

                  


          

           

          
            	(c)  	
                    An
                      Opinion of Counsel of the Seller and the Master Servicer, dated
                      the
                      Closing Date, in form satisfactory to and addressed to the
                      Purchaser and
                      the Underwriters;

                  


          

           

          
            	(d)  	
                    Such
                      opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating
                      Agencies may request in connection with the sale of the Mortgage
                      Loans by
                      the Seller to the Purchaser or the Seller’s execution and delivery of, or
                      performance under, this Agreement and upon which the Underwriters
                      may
                      rely;

                  


          

           

          
            	(e)  	
                    A
                      letter from Deloitte & Touche LLP, certified public accountants, dated
                      the date hereof and to the effect that they have performed
                      certain
                      specified procedures as a result of which they determined that
                      certain
                      information of an accounting, financial or statistical nature
                      set forth in
                      the Prospectus Supplement, under the captions “Summary of Prospectus
                      Supplement”, “Risk Factors”, “The Mortgage Pool”, “Yield on the
                      Certificates”, “Description of the Certificates”, “Pooling and Servicing
                      Agreement—The Seller and Master Servicer”, Annex II and Annex III agrees
                      with the records of the Seller and the Master
                      Servicer;

                  


          

           

          
            	(f)  	
                    [Reserved];

                  


          

           

          
            	(g)  	
                    The
                      Seller and the Master Servicer shall deliver for inclusion
                      in the
                      Prospectus Supplement, under the captions “The Originators” and “The
                      Seller, Sponsor and Master Servicer,” or for inclusion in other offering
                      material, such publicly available information regarding its
                      financial
                      condition and its mortgage loan delinquency, foreclosure and
                      loss
                      experience, underwriting standards, lending activities and
                      loan sales,
                      production, and servicing and collection practices, and any
                      similar
                      nonpublic, unaudited financial information;
                      and

                  


          

           

          
            	(h)  	
                    Such
                      further information, certificates, opinions and documents as
                      the Purchaser
                      or the Underwriters may reasonably
                      request.

                  


          

           

          SECTION
            10.  Costs.
            The
            Seller shall pay (or shall reimburse the Purchaser or any other Person
            to the
            extent that the Purchaser or such other Person shall pay) all costs and
            expenses
            incurred in connection with the transfer and delivery of the Mortgage
            Loans,
            including without limitation, assignment of mortgage recording costs
            and/or fees
            for title policy endorsements and continuations, the fees and expenses
            of the
            Seller’s in-house accountants and in-house attorneys, the costs and expenses
            incurred in connection with producing the Seller’s loan loss, foreclosure and
            delinquency experience, and the costs and expenses incurred in connection
            with
            obtaining the documents referred to in Sections 9(d) and 9(e) to the
            extent such
            costs and expenses were not previously paid by the Seller. The Seller
            shall pay
            (or shall reimburse the Purchaser or any other Person to the extent that
            the
            Purchaser or such other Person shall pay) the costs and expenses of printing
            (or
            otherwise reproducing) and delivering this Agreement, the Pooling and
            Servicing
            Agreement, the Certificates, the prospectus, the Prospectus Supplement
            and the
            Private Placement Memorandum relating to the Certificates and other related
            documents, the initial fees, costs and expenses of the Trustee relating
            to the
            issuance of the initial certification of the Trustee under Section 2.02
            of the
            Pooling and Servicing Agreement, the fees and expenses of the Seller’s counsel
            in connection with the preparation of all documents relating to the
            securitization of the Mortgage Loans, the filing fee charged by the Securities
            and Exchange Commission for registration of the Certificates, the cost
            of
            outside special counsel that may be required for the Purchaser, the cost
            of
            obtaining the documents referred to in Section 9(h) and the fees charged
            by any
            rating agency to rate the Certificates. All other costs and expenses
            in
            connection with the transactions contemplated hereunder shall be borne
            by the
            party incurring such expense.

           

          SECTION
            11.  [Reserved].

           

          SECTION
            12.  [Reserved].

           

          SECTION
            13.  Mandatory
            Delivery; Grant of Security Interest.
            The
            sale and delivery on the Closing Date of the Mortgage Loans described
            on the
            Mortgage Loan Schedule in accordance with the terms and conditions of
            this
            Agreement is mandatory. It is specifically understood and agreed that
            each
            Mortgage Loan is unique and identifiable on the date hereof and that
            an award of
            money damages would be insufficient to compensate the Purchaser for the
            losses
            and damages incurred by the Purchaser in the event of the Seller’s failure to
            deliver the Mortgage Loans on or before the Closing Date. The Seller
            hereby
            grants to the Purchaser a lien on and a continuing security interest
            in the
            Seller’s interest in each Mortgage Loan and each document and instrument
            evidencing each such Mortgage Loan to secure the performance by the Seller
            of
            its obligation hereunder, and the Seller agrees that it holds such Mortgage
            Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
            to the Closing Date, to reject any Mortgage Loan to the extent permitted
            by this
            Agreement and (ii) obligation to deliver or cause to be delivered the
            consideration for the Mortgage Loans pursuant to Section 8 hereof. Any
            Mortgage
            Loans rejected by the Purchaser shall concurrently therewith be released
            from
            the security interest created hereby. The Seller agrees that, upon acceptance
            of
            the Mortgage Loans by the Purchaser or its designee and delivery of payment
            to
            the Seller, its security interest in the Mortgage Loans shall be released.
            All
            rights and remedies of the Purchaser under this Agreement are distinct
            from, and
            cumulative with, any other rights or remedies under this Agreement or
            afforded
            by law or equity and all such rights and remedies may be exercised concurrently,
            independently or successively.

           

          Notwithstanding
            the foregoing, if on the Closing Date, each of the conditions set forth
            in
            Section 8 hereof shall have been satisfied and the Purchaser shall not
            have paid
            or caused to be paid the Purchase Price, or any such condition shall
            not have
            been waived or satisfied and the Purchaser determines not to pay or cause
            to be
            paid the Purchase Price, the Purchaser shall immediately effect the redelivery
            of the Mortgage Loans, if delivery to the Purchaser has occurred and
            the
            security interest created by this Section 13 shall be deemed to have
            been
            released.

           

          SECTION
            14.  Notices.
            All
            demands, notices and communications hereunder shall be in writing and
            shall be
            deemed to have been duly given if personally delivered to or mailed by
            registered mail, postage prepaid, or transmitted by telex or telegraph
            and
            confirmed by a similar mailed writing, if to the Purchaser, addressed
            to the
            Purchaser at 1100 Town & Country Road, Suite 1100, Orange, California 92868,
            Facsimile: (714) 564-9639, Attention: General Counsel, or such other
            address as
            may hereafter be furnished to the Seller in writing by the Purchaser;
            if to the
            Seller, addressed to the Seller at 1100 Town & Country Road, Suite 1100,
            Orange, California 92868, Facsimile: (714) 564-9639, Attention: General
            Counsel,
            or to such other address as the Seller may designate in writing to the
            Purchaser.

           

          SECTION
            15.  Severability
            of Provisions.
            Any
            part, provision, representation or warranty of this Agreement which is
            prohibited or which is held to be void or unenforceable shall be ineffective
            to
            the extent of such prohibition or unenforceability without invalidating
            the
            remaining provisions hereof. Any part, provision, representation or warranty
            of
            this Agreement which is prohibited or unenforceable or is held to be
            void or
            unenforceable in any jurisdiction shall, as to such jurisdiction, be
            ineffective
            to the extent of such prohibition or unenforceability without invalidating
            the
            remaining provisions hereof, and any such prohibition or unenforceability
            in any
            jurisdiction as to any Mortgage Loan shall not invalidate or render
            unenforceable such provision in any other jurisdiction. To the extent
            permitted
            by applicable law, the parties hereto waive any provision of law which
            prohibits
            or renders void or unenforceable any provision hereof.

           

          SECTION
            16.  Agreement
            of Parties.
            The
            Seller and the Purchaser agree to execute and deliver such instruments
            and take
            such actions as either of the others may, from time to time, reasonably
            request
            in order to effectuate the purpose and to carry out the terms of this
            Agreement
            and the Pooling and Servicing Agreement.

           

          SECTION
            17.  Survival.
            The
            Seller agrees that the representations, warranties and agreements made
            by it
            herein and in any certificate or other instrument delivered pursuant
            hereto
            shall be deemed to be relied upon by the Purchaser, notwithstanding any
            investigation heretofore or hereafter made by the Purchaser or on its
            behalf,
            and that the representations, warranties and agreements made by the Seller
            herein or in any such certificate or other instrument shall survive the
            delivery
            of and payment for the Mortgage Loans and shall continue in full force
            and
            effect, notwithstanding any restrictive or qualified endorsement on the
            Mortgage
            Notes and notwithstanding subsequent termination of this Agreement, the
            Pooling
            and Servicing Agreement or the Trust Fund.

           

          SECTION
            18.  GOVERNING
            LAW.
            THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
            OF THE
            PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
            THE LAWS
            AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCPLES OF
            CONFLICTS
            OF LAW OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
            LAW WHICH
            SHALL GOVERN.

           

          SECTION
            19.  Miscellaneous.
            This
            Agreement may be executed in two or more counterparts, each of which
            when so
            executed and delivered shall be an original, but all of which together
            shall
            constitute one and the same instrument. This Agreement shall inure to
            the
            benefit of and be binding upon the parties hereto and their respective
            successors and assigns. This Agreement supersedes all prior agreements
            and
            understandings relating to the subject matter hereof. Neither this Agreement
            nor
            any term hereof may be changed, waived, discharged or terminated orally,
            but
            only by an instrument in writing signed by the party against whom enforcement
            of
            the change, waiver, discharge or termination is sought. The headings
            in this
            Agreement are for purposes of reference only and shall not limit or otherwise
            affect the meaning hereof. The NIMS Insurer, if any, shall be a third-party
            beneficiary hereof and may enforce the terms hereof as if a party
            hereto.

           

          It
            is the
            express intent of the parties hereto that the conveyance of the Mortgage
            Loans
            by the Seller to the Purchaser as provided in Section 4 hereof be, and
            be
            construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
            and
            not as a pledge of the Mortgage Loans by the Seller to the Purchaser
            to secure a
            debt or other obligation of the Seller. However, in the event that,
            notwithstanding the aforementioned intent of the parties, the Mortgage
            Loans are
            held to be property of the Seller, then, (a) it is the express intent
            of the
            parties that such conveyance be deemed a pledge of the Mortgage Loans
            by the
            Seller to the Purchaser to secure a debt or other obligation of the Seller
            and
            (b) (1) this Agreement shall also be deemed to be a security agreement
            within
            the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
            (2) the
            conveyance provided for in Section 4 hereof shall be deemed to be a grant
            by the
            Seller to the Purchaser of a security interest in all of the Seller’s right,
            title and interest in and to the Mortgage Loans and all amounts payable
            to the
            holders of the Mortgage Loans in accordance with the terms thereof and
            all
            proceeds of the conversion, voluntary or involuntary, of the foregoing
            into
            cash, instruments, securities or other property, including without limitation
            all amounts, other than investment earnings, from time to time held or
            invested
            in the Collection Account whether in the form of cash, instruments, securities
            or other property; (3) the possession by the Purchaser or its agent of
            Mortgage
            Notes, the related Mortgages and such other items of property that constitute
            instruments, money, negotiable documents or chattel paper shall be deemed
            to be
“possession” for purposes of perfecting the security interest pursuant to the
            New York Uniform Commercial Code; and (4) notifications to persons holding
            such
            property, and acknowledgments, receipts or confirmations from persons
            holding
            such property, shall be deemed notifications to, or acknowledgments,
            receipts or
            confirmations from, financial intermediaries, bailees or agents (as applicable)
            of the Purchaser for the purpose of perfecting such security interest
            under
            applicable law. The Seller and the Purchaser shall, to the extent consistent
            with this Agreement, take such actions as may be necessary to ensure
            that, if
            this Agreement were deemed to create a security interest in the Mortgage
            Loans,
            such security interest would be deemed to be a perfected security interest
            of
            first priority under applicable law and will be maintained as such throughout
            the term of this Agreement and the Pooling and Servicing Agreement.

           

          SECTION
            20.  Obligations
            of ACC Capital Holdings Corporation.
            ACC
            Capital Holdings Corporation (“ACCH”) agrees with the Purchaser and any assignee
            of the Purchaser as follows: as an inducement to the Purchaser’s agreement to
            purchase the Mortgage Loans from the Seller, to indemnify and hold harmless
            the
            Purchaser and any assignee of the Purchaser against any failure by the
            Seller to
            repurchase or substitute for any Mortgage Loan pursuant to Section 7
            hereof;
            provided, however, ACCH may at any time terminate its obligations pursuant
            to
            this Section 20 so long as it receives written confirmation from the
            Rating
            Agencies that such termination would not result in a withdrawal or a
            downgrade
            by any Rating Agency of the rating on any Class of Certificates.

          
 

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



          IN
            WITNESS WHEREOF, the Seller and the Purchaser have caused their names
            to be
            signed by their respective officers thereunto duly authorized as of the
            date
            first above written.

           

          
            	 	
                    AMERIQUEST
                      MORTGAGE COMPANY

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 
	 	 	 
	 	 	 
	 	
                    ARGENT
                      SECURITIES INC.

                  
	 	 	 
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

           

          


           

          
            	
                    For
                      purposes of Section 20:

                    ACC
                      CAPITAL HOLDINGS CORPORATION

                  
	 	 
	 	 
	
                    By:

                  	 
	
                    Name:

                  	 
	
                    Title:

                  	 


          

           

        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        EXHIBIT
          E

         

        REQUEST
          FOR RELEASE OF DOCUMENTS

         

        
          	 	
                  To:
                    

                	
                  
                    
                      Deutsche
                        Bank National Trust Company

                    

                  

                  1761
                    East St. Andrew Place

                  Santa
                    Ana, CA 92705-4934

                  Attn:
                    Trust Administration - AR0604

                
	 	 	 	 
	 	
                  Re:

                	 	
                  Pooling
                    and Servicing Agreement, dated as of June 1, 2006, among Argent
                    Securities
                    Inc., as Depositor, Ameriquest Mortgage Company, as Master
                    Servicer, and Deutsche Bank National Trust Company, as
                    Trustee

                


        

         

        In
          connection with the administration of the Mortgage Loans held by you as
          Trustee
          pursuant to the above-captioned Pooling and Servicing Agreement, we request
          the
          release, and hereby acknowledge receipt, of the Trustee’s Mortgage File for the
          Mortgage Loan described below, for the reason indicated.

         

        Mortgage
          Loan Number:

         

        Mortgagor
          Name. Address & Zip Code:

         

        Reason
          for Requesting Documents
          (check
          one):

         

        
          	
                	
                  1.

                	
                  Mortgage
                    Paid in Full

                
	
                   

                	
                  2.

                	
                  Foreclosure

                
	
                   

                	
                  3.

                	
                  Substitution

                
	
                   

                	
                  4.

                	
                  Other
                    Liquidation (Repurchases, etc.)

                
	
                   

                	
                  5.

                	
                  Nonliquidation
                    

                	Reason:____________________________________


        

         

        Address
          to which Trustee should deliver

        the
          Trustee’s Mortgage File:

         

        
          	
                  By:

                	 	 
	 	
                  (authorized
                    signer)

                	 
	
                  Issuer:

                	 	 
	
                  Address:

                	 	 
	
                  Date:

                	 	 


        

        


        Trustee

         

        Deutsche
          Bank National Trust Company

         

        Please
          acknowledge the execution of the above request by your signature and date
          below:

        


        
          	 	 	 
	
                  Signature

                   

                  Documents
                    returned to Trustee:

                   

                	 	
                  Date

                   

                   

                   

                
	 	 	 
	
                  Trustee

                	 	
                  Date

                


        

         

        


        


        EXHIBIT
          F-1

         

        FORM
          OF
          TRANSFEROR REPRESENTATION LETTER

         

        [DATED]

         

        Deutsche
          Bank National Trust Company

        1761
          East
          St. Andrew Place

        Santa
          Ana, California 92705-4934

         

        
          	 	Re:	Argent
                  Securities Inc., Asset-Backed Pass-Through Certificates,
                  Series 2006-M1, Class [CE] [P] [R] [R-X], [representing a
                  [    ]% Percentage Interest] [with an aggregate
                  Certificate Principal Balance of _____] [with a
                  Notional Amount of _____]


        

            

        Ladies
          and Gentlemen:

         

        In
          connection with the transfer by ________________ (the “Transferor”) to
          ________________ (the “Transferee”) of the above-captioned asset-backed
          pass-through certificates (the “Certificates”), the Transferor hereby certifies
          as follows:

         

        Neither
          the Transferor nor anyone acting on its behalf has (a) offered, pledged,
          sold,
          disposed of or otherwise transferred any Certificate, any interest in any
          Certificate or any other similar security to any person in any manner,
          (b) has
          solicited any offer to buy or to accept a pledge, disposition or other
          transfer
          of any Certificate, any interest in any Certificate or any other similar
          security from any person in any manner, (c) has otherwise approached or
          negotiated with respect to any Certificate, any interest in any Certificate
          or
          any other similar security with any person in any manner, (d) has made
          any
          general solicitation by means of general advertising or in any other manner,
          (e)
          has taken any other action that (in the case of each of subclauses (a)
          through
          (d) above) would constitute a distribution of the Certificates under the
          Securities Act of 1933, as amended (the “1933 Act”), or would render the
          disposition of any Certificate a violation of Section 5 of the 1933 Act
          or any
          state securities law or would require registration or qualification pursuant
          thereto. The Transferor will not act, nor has it authorized or will it
          authorize
          any person to act, in any manner set forth in the foregoing sentence with
          respect to any Certificate. The Transferor will not sell or otherwise transfer
          any of the Certificates, except in compliance with the provisions of that
          certain Pooling and Servicing Agreement, dated as of June 1, 2006, among
          Argent
          Securities Inc. as Depositor, Ameriquest Mortgage Company as Master Servicer
          and
          Deutsche Bank National Trust Company as Trustee (the “Pooling and Servicing
          Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates
          were issued.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        Capitalized
          terms used but not defined herein shall have the meanings assigned thereto
          in
          the Pooling and Servicing Agreement.

         

        
          	 	
                  Very
                    truly yours,

                   

                
	 	
                  [Transferor]

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        


         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        FORM
          OF
          TRANSFEREE REPRESENTATION LETTER

         

        [Date]

         

        Deutsche
          Bank National Trust Company

        1761
          East
          St. Andrew Place

        Santa
          Ana, California 92705-4934

        
           

          
            	 	Re:	Argent
                    Securities Inc., Asset-Backed Pass-Through Certificates,
                    Series 2006-M1, Class [CE] [P] [R] [R-X], [representing a
                    [    ]% Percentage Interest] [with an aggregate
                    Certificate Principal Balance of
                    _____] [with a Notional Amount of _____] 


          

              

        

           

         

        Ladies
          and Gentlemen:

         

        In
          connection with the purchase from ______________________ (the “Transferor”) on
          the date hereof of the above-captioned trust certificates (the “Certificates”),
          _______________ (the “Transferee”) hereby certifies as follows:

         

        1.  The
          Transferee is a “qualified
          institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under
          the Securities Act of 1933, as amended (the “1933 Act”) and has completed either
          of the forms of certification to that effect attached hereto as Annex 1
          or Annex
          2. The Transferee is aware that the sale to it is being made in reliance
          on Rule
          144A. The Transferee is acquiring the Certificates for its own account
          or for
          the account of a qualified institutional buyer, and understands that such
          Certificate may be resold, pledged or transferred only (i) to a person
          reasonably believed to be a qualified institutional buyer that purchases
          for its
          own account or for the account of a qualified institutional buyer to whom
          notice
          is given that the resale, pledge or transfer is being made in reliance
          on Rule
          144A, or (ii) pursuant to another exemption from registration under the
          1933
          Act.

         

        2.  The
          Transferee has been furnished with all information regarding (a) the
          Certificates and distributions thereon, (b) the nature, performance and
          servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
          referred to below, and (d) any credit enhancement mechanism associated
          with the
          Certificates, that it has requested.

         

        All
          capitalized terms used but not otherwise defined herein have the respective
          meanings assigned thereto in the Pooling and Servicing Agreement, dated
          as of
          June 1, 2006, among Argent Securities Inc. as Depositor, Ameriquest Mortgage
          Company as Master Servicer and Deutsche Bank National Trust Company as
          Trustee,
          pursuant to which the Certificates were issued.

         

        
          	 	
                  [TRANSFEREE]

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

         

         

        


        ANNEX
          1 TO EXHIBIT F-1

         

        QUALIFIED
          INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         

        


        [For
          Transferees Other Than Registered Investment Companies]

         

        The
          undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Deutsche Bank National Trust Company as Trustee, with respect
          to the asset-backed pass-through certificates (the “Certificates”) described in
          the Transferee Certificate to which this certification relates and to which
          this
          certification is an Annex:

         

        1.  As
          indicated below, the undersigned is the President, Chief Financial Officer,
          Senior Vice President or other executive officer of the entity purchasing
          the
          Certificates (the “Transferee”).

         

        2.  In
          connection with purchases by the Transferee, the Transferee is a “qualified
          institutional buyer” as that term is defined in Rule 144A under the Securities
          Act of 1933, as amended (“Rule 144A”) because (i) the Transferee owned and/or
          invested on a discretionary basis $______________________ in securities
          (except
          for the excluded securities referred to below) as of the end of the Transferee’s
          most recent fiscal year (such amount being calculated in accordance with
          Rule
          144A) and (ii) the Transferee satisfies the criteria in the category marked
          below.

         

        
          	 	
                  ___
                    

                	
                  Corporation,
                    Etc.
                    The Transferee is a corporation (other than a bank, savings and
                    loan
                    association or similar institution), Massachusetts or similar
                    business
                    trust, partnership, or any organization described in Section
                    501(c)(3) of
                    the Internal Revenue Code of 1986, as
                    amended.

                


        

         

        
          	 	
                  ___
                    

                	
                  Bank.
                    The Transferee (a) is a national bank or banking institution
                    organized
                    under the laws of any State, territory or the District of Columbia,
                    the
                    business of which is substantially confined to banking and is
                    supervised
                    by the State or territorial banking commission or similar official
                    or is a
                    foreign bank or equivalent institution, and (b) has an audited
                    net worth
                    of at least $25,000,000 as demonstrated in its latest annual
                    financial
                    statements, a copy of which is attached
                    hereto.

                


        

         

        
          	 	
                  ___
                    

                	
                  Savings
                    and Loan.
                    The Transferee (a) is a savings and loan association, building
                    and loan
                    association, cooperative bank, homestead association or similar
                    institution, which is supervised and examined by a State or Federal
                    authority having supervision over any such institutions or is
                    a foreign
                    savings and loan association or equivalent institution and (b)
                    has an
                    audited net worth of at least 1Transferee must own and/or invest
                    on a
                    discretionary basis at least $100,000,000 in securities unless
                    Transferee
                    is a dealer, and, in that case, Transferee must own and/or invest
                    on a
                    discretionary basis at least $10,000,000 in securities. $25,000,000
                    as
                    demonstrated in its latest annual financial statements, a copy
                    of which is
                    attached hereto.

                


        

         

        
          	 	
                  ___
                    

                	
                  Broker-Dealer.
                    The Transferee is a dealer registered pursuant to Section 15
                    of the
                    Securities Exchange Act of 1934, as
                    amended.

                


        

         

        
          	 	
                  ___
                    

                	
                  Insurance
                    Company.
                    The Transferee is an insurance company whose primary and predominant
                    business activity is the writing of insurance or the reinsuring
                    of risks
                    underwritten by insurance companies and which is subject to supervision
                    by
                    the insurance commissioner or a similar official or agency of
                    a State,
                    territory or the District of
                    Columbia.

                


        

         

        
          	 	
                  ___
                    

                	
                  State
                    or Local Plan.
                    The Transferee is a plan established and maintained by a State,
                    its
                    political subdivisions, or any agency or instrumentality of the
                    State or
                    its political subdivisions, for the benefit of its
                    employees.

                


        

         

        
          	 	
                  ___
                    

                	
                  ERISA
                    Plan.
                    The Transferee is an employee benefit plan within the meaning
                    of Title I
                    of the Employee Retirement Income Security Act of 1974, as
                    amended.

                


        

         

        
          	 	
                  ___
                    

                	
                  Investment
                    Advisor.
                    The Transferee is an investment advisor registered under the
                    Investment
                    Advisers Act of 1940, as amended.

                


        

         

        3.  The
          term
“Securities” as used herein does not include (i) securities of issuers that are
          affiliated with the Transferee, (ii) securities that are part of an unsold
          allotment to or subscription by the Transferee, if the Transferee is a
          dealer,
          (iii) securities issued or guaranteed by the U.S. or any instrumentality
          thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
          participations, (vi) repurchase agreements, (vii) securities owned but
          subject
          to a repurchase agreement and (viii) currency, interest rate and commodity
          swaps.

         

        4.  For
          purposes of determining the aggregate amount of securities owned and/or
          invested
          on a discretionary basis by the Transferee, the Transferee used the cost
          of such
          securities to the Transferee and did not include any of the securities
          referred
          to in the preceding paragraph. Further, in determining such aggregate amount,
          the Transferee may have included securities owned by subsidiaries of the
          Transferee, but only if such subsidiaries are consolidated with the Transferee
          in its financial statements prepared in accordance with generally accepted
          accounting principles and if the investments of such subsidiaries are managed
          under the Transferee’s direction. However, such securities were not included if
          the Transferee is a majority-owned, consolidated subsidiary of another
          enterprise and the Transferee is not itself a reporting company under the
          Securities Exchange Act of 1934, as amended.

         

        5.  The
          Transferee acknowledges that it is familiar with Rule 144A and understands
          that
          the Transferor and other parties related to the Certificates are relying
          and
          will continue to rely on the statements made herein because one or more
          sales to
          the Transferee may be in reliance on Rule 144A.

         

        _____ 
          _____
 Will
          the
          Transferee be purchasing the Certificates

        Yes
           No  
          only for
          the Transferee’s own account?

         

        6.  If
          the
          answer to the foregoing question is “no”, the Transferee agrees that, in
          connection with any purchase of securities sold to the Transferee for the
          account of a third party (including any separate account) in reliance on
          Rule
          144A, the Transferee will only purchase for the account of a third party
          that at
          the time is a “qualified institutional buyer” within the meaning of Rule 144A.
          In addition, the Transferee agrees that the Transferee will not purchase
          securities for a third party unless the Transferee has obtained a current
          representation letter from such third party or taken other appropriate
          steps
          contemplated by Rule 144A to conclude that such third party independently
          meets
          the definition of “qualified institutional buyer” set forth in Rule
          144A.

         

        7.  The
          Transferee will notify each of the parties to which this certification
          is made
          of any changes in the information and conclusions herein. Until such notice
          is
          given, the Transferee’s purchase of the Certificates will constitute a
          reaffirmation of this certification as of the date of such purchase. In
          addition, if the Transferee is a bank or savings and loan as provided above,
          the
          Transferee agrees that it will furnish to such parties updated annual financial
          statements promptly after they become available.

         

        Dated:

         

        
          	 	
                  Print
                    Name of Transferee

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        


         

        


        


        ANNEX
          2 TO EXHIBIT F-1

         

        QUALIFIED
          INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         

        [For
          Transferees That Are Registered Investment Companies]

         

        The
          undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Deutsche Bank National Trust Company, as Trustee, with respect
          to the asset-backed pass-through certificates (the “Certificates”) described in
          the Transferee Certificate to which this certification relates and to which
          this
          certification is an Annex:

         

        1.  As
          indicated below, the undersigned is the President, Chief Financial Officer
          or
          Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
          term is defined in Rule 144A under the Securities Act of 1933, as amended
          (“Rule
          144A”) because the Transferee is part of a Family of Investment Companies (as
          defined below), is such an officer of the investment adviser (the
“Adviser”).

         

        2.  In
          connection with purchases by the Transferee, the Transferee is a “qualified
          institutional buyer” as defined in Rule 144A because (i) the Transferee is an
          investment company registered under the Investment Company Act of 1940,
          as
          amended, and (ii) as marked below, the Transferee alone, or the Transferee’s
          Family of Investment Companies, owned at least $100,000,000 in securities
          (other
          than the excluded securities referred to below) as of the end of the
          Transferee’s most recent fiscal year. For purposes of determining the amount of
          securities owned by the Transferee or the Transferee’s Family of Investment
          Companies, the cost of such securities was used.

         

        ____
           The
          Transferee owned $___________________ in securities (other than the excluded
          securities referred to below) as of the end of the Transferee’s most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

         

        ____
           The
          Transferee is part of a Family of Investment Companies which owned in the
          aggregate $______________ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee’s most recent fiscal year
          (such amount being calculated in accordance with Rule 144A).

         

        3.  The
          term
“Family of Investment Companies” as used herein means two or more registered
          investment companies (or series thereof) that have the same investment
          adviser
          or investment advisers that are affiliated (by virtue of being majority
          owned
          subsidiaries of the same parent or because one investment adviser is a
          majority
          owned subsidiary of the other).

         

        4.  The
          term
“Securities” as used herein does not include (i) securities of issuers that are
          affiliated with the Transferee or are part of the Transferee’s Family of
          Investment Companies, (ii) securities issued or guaranteed by the U.S.
          or any
          instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
          (iv) loan participations, (v) repurchase agreements, (vi) securities owned
          but
          subject to a repurchase agreement and (vii) currency, interest rate and
          commodity swaps.

         

        5.  The
          Transferee is familiar with Rule 144A and understands that the parties
          to which
          this certification is being made are relying and will continue to rely
          on the
          statements made herein because one or more sales to the Transferee will
          be in
          reliance on Rule 144A. In addition, the Transferee will only purchase for
          the
          Transferee’s own account.

         

        6.  The
          undersigned will notify the parties to which this certification is made
          of any
          changes in the information and conclusions herein. Until such notice, the
          Transferee’s purchase of the Certificates will constitute a reaffirmation of
          this certification by the undersigned as of the date of such
          purchase.

         

        Dated:

         

        
          	 	
                  Print
                    Name of Transferee or Advisor

                
	 	
                  By:

                	 
	 	 	
                  Name

                
	 	 	
                  Title

                
	 	 	 
	 	 	 
	 	
                  IF
                    AN ADVISER:

                
	 	 	 
	 	 
	 	
                  Print
                    Name of Buyer

                


        

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        FORM
          OF
          TRANSFEREE REPRESENTATION LETTER

         

        The
          undersigned hereby certifies on behalf of the purchaser named below (the
          “Purchaser”) as follows:

         

        1.  I
          am an
          executive officer of the Purchaser.

         

        2.  The
          Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
          144A”) under the Securities Act of 1933, as amended.

         

        3.  As
          of the
          date specified below (which is not earlier than the last day of the Purchaser’s
          most recent fiscal year), the amount of “securities”, computed for purposes of
          Rule 144A, owned and invested on a discretionary basis by the Purchaser
          was in
          excess of $100,000,000.

        

          
            	
                    Name
                      of Purchaser

                  	 
	 	 	 
	
                    By:

                  	
                    (Signature)

                  	 
	 	 	 
	
                    Name
                      of Signatory 

                  	 
	 	 	 
	
                    Title

                  	
                  	 
	 	 	 
	
                    Date
                      of this certificate

                  	 
	 	 
	
                    Date
                      of information provided in paragraph 3

                  	
                  	
                  


          

          




        


        EXHIBIT
          F-2

         

        FORM
          OF
          TRANSFER AFFIDAVIT AND AGREEMENT

         

        


         

        
          	
                  STATE
                    OF NEW YORK

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF NEW YORK

                	
                  )

                	 


        

        


         

          The
          undersigned, being first duly sworn, deposes and says as follows:

         

        1.  The
          undersigned is an officer of ________________________, the proposed Transferee
          of an Ownership Interest in a Residual Certificate (the “Certificate”)
          issued
          pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2006
          (the
“Agreement”),
          among
          Argent Securities Inc., as depositor (the “Depositor”),
          Ameriquest Mortgage Company, as master servicer (the “Servicer”),
          and
          Deutsche Bank National Trust Company, as trustee (the “Trustee”).
          Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
          shall have the meanings ascribed to such terms in the Agreement. The Transferee
          has authorized the undersigned to make this affidavit on behalf of the
          Transferee for the benefit of the Depositor and the Trustee.

         

        2.  The
          Transferee is, as of the date hereof, and will be, as of the date of the
          Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
          Interest in the Certificate for its own account. The Transferee has no
          knowledge
          that any such affidavit is false.

         

        3.  The
          Transferee has been advised of, and understands that (i) a tax will be
          imposed on Transfers of the Certificate to Persons that are not Permitted
          Transferees; (ii) such tax will be imposed on the transferor, or, if such
          Transfer is through an agent (which includes a broker, nominee or middleman)
          for
          a Person that is not a Permitted Transferee, on the agent; and (iii) the
          Person otherwise liable for the tax shall be relieved of liability for
          the tax
          if the subsequent Transferee furnished to such Person an affidavit that
          such
          subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
          such Person does not have actual knowledge that the affidavit is
          false.

         

        4.  The
          Transferee has been advised of, and understands that a tax will be imposed
          on a
“pass-through entity” holding the Certificate if at any time during the taxable
          year of the pass-through entity a Person that is not a Permitted Transferee
          is
          the record holder of an interest in such entity. The Transferee understands
          that
          such tax will not be imposed for any period with respect to which the record
          holder furnishes to the pass-through entity an affidavit that such record
          holder
          is a Permitted Transferee and the pass-through entity does not have actual
          knowledge that such affidavit is false. (For this purpose, a “pass-through
          entity” includes a regulated investment company, a real estate investment trust
          or common trust fund, a partnership, trust or estate, and certain cooperatives
          and, except as may be provided in Treasury Regulations, persons holding
          interests in pass-through entities as a nominee for another
          Person.)

         

        5.  The
          Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
          and
          understands the legal consequences of the acquisition of an Ownership Interest
          in the Certificate including, without limitation, the restrictions on subsequent
          Transfers and the provisions regarding voiding the Transfer and mandatory
          sales.
          The Transferee expressly agrees to be bound by and to abide by the provisions
          of
          Section 5.02(c) of the Agreement and the restrictions noted on the face
          of the
          Certificate. The Transferee understands and agrees that any breach of any
          of the
          representations included herein shall render the Transfer to the Transferee
          contemplated hereby null and void.

         

        6.  The
          Transferee agrees to require a Transfer Affidavit from any Person to whom
          the
          Transferee attempts to Transfer its Ownership Interest in the Certificate,
          and
          in connection with any Transfer by a Person for whom the Transferee is
          acting as
          nominee, trustee or agent, and the Transferee will not Transfer its Ownership
          Interest or cause any Ownership Interest to be Transferred to any Person
          that
          the Transferee knows is not a Permitted Transferee. In connection with
          any such
          Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
          a
          certificate substantially in the form set forth as Exhibit L to the
          Agreement (a “Transferor
          Certificate”)
          to the
          effect that such Transferee has no actual knowledge that the Person to
          which the
          Transfer is to be made is not a Permitted Transferee.

         

        7.  The
          Transferee has historically paid its debts as they have come due, intends
          to pay
          its debts as they come due in the future, and understands that the taxes
          payable
          with respect to the Certificate may exceed the cash flow with respect thereto
          in
          some or all periods and intends to pay such taxes as they become due. The
          Transferee does not have the intention to impede the assessment or collection
          of
          any tax legally required to be paid with respect to the
          Certificate.

         

        8.  The
          Transferee’s taxpayer identification number is ___________.

         

        9.  The
          Transferee is a U.S. Person as defined in Code
          Section 7701(a)(30).

         

        10.  The
          Transferee is aware that the Certificate may be a “noneconomic residual
          interest” within the meaning of proposed Treasury regulations promulgated
          pursuant to the Code and that the transferor of a noneconomic residual
          interest
          will remain liable for any taxes due with respect to the income on such
          residual
          interest, unless no significant purpose of the transfer was to impede the
          assessment or collection of tax.

         

        11.  The
          Transferee will not cause income from the Certificate to be attributable
          to a
          foreign permanent establishment or fixed base, within the meaning of an
          applicable income tax treaty, of the Transferee or any other U.S.
          person.

         

        12.  Check
          one
          of the following:

         

          o 
The
          present value
          of the anticipated tax liabilities associated with holding the Certificate,
          as
          applicable, does not exceed the sum of:

         

        
          	 	
                  (i)

                	
                  the
                    present value of any consideration given to the Transferee to
                    acquire such
                    Certificate;

                


        

         

        
          	 	
                  (ii)

                	
                  the
                    present value of the expected future distributions on such Certificate;
                    and

                


        

         

        
          	 	
                  (iii)

                	
                  the
                    present value of the anticipated tax savings associated with
                    holding such
                    Certificate as the related REMIC generates
                    losses.

                


        

         

        For
          purposes of this calculation, (i) the Transferee is assumed to pay tax
          at the
          highest rate currently specified in Section 11(b) of the Code (but the
          tax rate
          in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
          specified in Section 11(b) of the Code if the Transferee has been subject
          to the
          alternative minimum tax under Section 55 of the Code in the preceding two
          years
          and will compute its taxable income in the current taxable year using the
          alternative minimum tax rate) and (ii) present values are computed using
          a
          discount rate equal to the short-term Federal rate prescribed by Section
          1274(d)
          of the Code for the month of the transfer and the compounding period used
          by the
          Transferee.

        


         
          o  The
          transfer of the Certificate complies with U.S. Treasury Regulations Sections
          1.860E-1(c)(5) and (6) and, accordingly,

         

        


        
          	 	
                  (i)

                	
                  the
                    Transferee is an “eligible corporation,” as defined in U.S. Treasury
                    Regulations Section 1.860E-1(c)(6)(i), as to which income from
                    the
                    Certificate will only be taxed in the United States;

                
	 	
                  (ii)

                	
                  at
                    the time of the transfer, and at the close of the Transferee’s two fiscal
                    years preceding the year of the transfer, the Transferee had
                    gross assets
                    for financial reporting purposes (excluding any obligation of
                    a person
                    related to the Transferee within the meaning of U.S. Treasury
                    Regulations
                    Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net
                    assets in
                    excess of $10 million;

                
	 	
                  (iii)

                	
                  the
                    Transferee will transfer the Certificate only to another “eligible
                    corporation,” as defined in U.S. Treasury Regulations Section
                    1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                    of
                    Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                    of
                    the U.S. Treasury Regulations; and

                
	 	
                  (iv)

                	
                  the
                    Transferee determined the consideration paid to it to acquire
                    the
                    Certificate based on reasonable market assumptions (including,
                    but not
                    limited to, borrowing and investment rates, prepayment and loss
                    assumptions, expense and reinvestment assumptions, tax rates
                    and other
                    factors specific to the Transferee) that it has determined in
                    good
                    faith.

                


        

         

           o None
          of the
          above.

         

        13.  The
          Transferee is not an employee benefit plan that is subject to Title I of
          ERISA
          or a plan that is subject to Section 4975 of the Code or a plan subject to
          any Federal, state or local law that is substantially similar to Title
          I of
          ERISA or Section 4975 of the Code, and the Transferee is not acting on
          behalf of
          or investing plan assets of such a plan.

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


         

        IN
          WITNESS WHEREOF, the Transferee has caused this instrument to be executed
          on its
          behalf, pursuant to authority of its Board of Directors, by its duly authorized
          officer and its corporate seal to be hereunto affixed, duly attested, this
              
          day
          of
                  ,
          20  .

         

        


        
          	 	 	 	 	 	 	 	
                  [OWNER]

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name: 

                
	 	 	 	 	 	 	 	 	
                  Title: 

                


        

         

        


         

        [Corporate
          Seal]

         

        ATTEST:

        


        


        ________________________________

        [Assistant]
          Secretary

         

        Personally
          appeared before me the above-named __________, known or proved to me to
          be the
          same person who executed the foregoing instrument and to be the ___________
          of
          the Transferee, and acknowledged that he executed the same as his free
          act and
          deed and the free act and deed of the Transferee.

         

        Subscribed
          and sworn before me this     
          day
          of
        
          ,
          20  .

         

        


        
          	 	 
	 	
                  NOTARY
                    PUBLIC

                
	 	 
	 	
                  My
                    Commission expires the __ day

                   

                  of
                    _________, 20__ 

                


        

         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        FORM
          OF
          TRANSFEROR AFFIDAVIT

         

        


         

        
          	
                  STATE
                    OF NEW YORK

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF NEW YORK

                	
                  )

                	 


        

        


         

        _______________________________________,
          being duly sworn, deposes, represents and warrants _____________________________
          as follows:

         

        1.
           I
          am a
          ____________________ of (the “Owner”), a corporation duly organized and existing
          under the laws of ______________, on behalf of whom I make this
          affidavit.

         

        2.
           The
          Owner
          is not transferring the Class [R] [R-X] (the “Residual Certificates”) to impede
          the assessment or collection of any tax.

         

        3.
           The
          Owner
          has no actual knowledge that the Person that is the proposed transferee
          (the
“Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
          any taxes owed by such proposed transferee as holder of the Residual
          Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
          for so long as the Residual Certificates remain outstanding and (iii) is
          not a
          Permitted Transferee.

         

        4.
           The
          Owner
          understands that the Purchaser has delivered to the Certificate Registrar
          a
          transfer affidavit and agreement in the form attached to the Pooling and
          Servicing Agreement as Exhibit F-2. The Owner does not know or believe
          that any
          representation contained therein is false.

         

        5.
           At
          the
          time of transfer, the Owner has conducted a reasonable investigation of
          the
          financial condition of the Purchaser as contemplated by Treasury Regulations
          Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
          has
          determined that the Purchaser has historically paid its debts as they became
          due
          and has found no significant evidence to indicate that the Purchaser will
          not
          continue to pay its debts as they become due in the future. The Owner
          understands that the transfer of a Residual Certificate may not be respected
          for
          United States income tax purposes (and the Owner may continue to be liable
          for
          United States income taxes associated therewith) unless the Owner has conducted
          such an investigation.

         

        6.
           Capitalized
          terms not otherwise defined herein shall have the meanings ascribed to
          them in
          the Pooling and Servicing Agreement.

         

        


        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        


        IN
          WITNESS WHEREOF, the Owner has caused this instrument to be executed on
          its
          behalf, pursuant to the authority of its Board of Directors, by its [Vice]
          President, attested by its [Assistant] Secretary, this ____ day of ___________,
          200__.

         

        
          	 	 	 	 	 	 	 	
                  [OWNER]

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Name: 

                
	 	 	 	 	 	 	 	 	
                  Title: [Vice]
                    President

                


        

        


         

        ATTEST:

        


        
          	
                  By:

                	 	 
	
                  Name:

                	 	 
	
                  Title:

                	
                  [Assistant]
                    Secretary

                	 


        

        


        Personally
          appeared before me the above-named , known or proved to me to be the same
          person
          who executed the foregoing instrument and to be a [Vice] President of the
          Owner,
          and acknowledged to me that [he/she] executed the same as [his/her] free
          act and
          deed and the free act and deed of the Owner.

         

        Subscribed
          and sworn before me this ____ day of __________, 200__.

         

        
          	 	 
	 	
                  Notary
                    Public

                
	 	
                   

                  County
                    of ____________________

                  State
                    of _______________________

                   

                  My
                    Commission expires:

                


        

         

        


        EXHIBIT
          G

         

        FORM
          OF
          CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

         

        _____________,
          200__

        


        
          	
                  Argent
                    Securities Inc.

                  1100
                    Town & Country Road

                  Orange,
                    California 92868

                	
                  Deutsche
                    Bank National Trust Company

                  1761
                    East St. Andrew Place

                  Santa
                    Ana, California 92705-4934

                   

                
	
                  Ameriquest
                    Mortgage Company

                  1100
                    Town & Country Road

                  Orange,
                    California 92868

                	 


        

         

        
          
             

            
              	 	Re:	Argent
                      Securities Inc., Asset-Backed Pass-Through
                      Certificates,
                      Series 2006-M1, Class [ ] 


            

                    

          

        

         

        Dear
          Ladies and Gentlemen:

         

        __________________________________
          (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Argent
          Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-M1,
          Class
          ___ (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement
          (the “Pooling and Servicing Agreement”), dated as of June 1, 2006, among Argent
          Securities Inc. as depositor (the “Depositor”), Ameriquest Mortgage Company as
          master servicer (the “Master Servicer”) and Deutsche Bank National Trust Company
          as trustee (the “Trustee”). Capitalized terms used herein and not otherwise
          defined shall have the meanings assigned thereto in the Pooling and Servicing
          Agreement. The Transferee hereby certifies, represents and warrants to,
          and
          covenants with the Depositor, the Trustee and the Master Servicer that
          the
          following statements in either (1) or (2) are accurate:

         

        4.  The
          Certificates (i) are not being acquired by, and will not be transferred
          to, any
          employee benefit plan within the meaning of section 3(3) of the Employee
          Retirement Income Security Act of 1974, as amended (“ERISA”), or other
          retirement arrangement, including individual retirement accounts and annuities,
          Keogh plans and bank collective investment funds and insurance company
          general
          or separate accounts in which such plans, accounts or arrangements are
          invested,
          that is subject to Section 406 of ERISA or Section 4975 of the Internal
          Revenue
          Code of 1986, as amended (the “Code”) (any of the foregoing, a “Plan”), (ii) are
          not being acquired with “plan assets,” within the meaning of the Department of
          Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, of a Plan (“Plan Assets”)
          and (iii) will not be transferred to any entity that is deemed to be investing
          in Plan.

         

        


        
          	 	
                  Very
                    truly yours,

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        


         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          H

         

        FORM
          OF
          INTEREST RATE SWAP AGREEMENT

        

           

           

          
            	
                    Deutsche
                      Bank 

                    Aktiengesellschaft

                  	
                    


                  


          

           

           

          
            
              	
                      Date:

                    	
                      June
                        28, 2006

                    
	 	 
	
                      To:

                    	
                      Deutsche
                        Bank National Trust Company , not in its individual capacity,
                        but solely
                        as Trustee with respect to the Argent Securities Inc., Asset-Backed
                        Pass-Through Certificates, Series 2006-M1.

                    
	 	 
	
                      Attention:

                    	
                      Trust
                        Administration - AR06M1

                    
	
                      Facsimile
                        no.:

                    	
                      (714)
                        247-6471

                    
	 	 
	
                      Our
                        Reference:

                    	
                      Global
                        No.
                        N482922N

                    
	 	 
	
                      Re:

                    	
                      Interest
                        Rate Swap Transaction

                    


            

          

          


          Ladies
            and Gentlemen:

          


          The
            purpose of this letter agreement (“Agreement”) is to confirm the terms and
            conditions of the Transaction entered into on the Trade Date specified
            below
            (the “Transaction”) between Deutsche Bank AG (“DBAG”) and Deutsche Bank National
            Trust Company , not individually, but solely as but solely as Trustee
            for the
            Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series
            2006-M1
            (“Counterparty”) created under the Pooling and Servicing Agreement, dated and
            effective as of June 1,
            2006,
            among Argent Securities Inc., as Depositor, Ameriquest Mortgage Company,
            as
            Master Servicer, and Deutsche Bank National Trust Company, as Trustee
            (the
“Pooling and Servicing Agreement”). This Agreement, which evidences a complete
            and binding agreement between you and us to enter into the Transaction
            on the
            terms set forth below, constitutes a “Confirmation” as referred to in the “ISDA
            Form Master Agreement” (as defined below), as well as a “Schedule” as referred
            to in the ISDA Form Master Agreement.

          


          1. This
            Agreement is subject to the 2000
            ISDA Definitions (the
            “Definitions”), as published by the International Swaps and Derivatives
            Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
            in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
            (Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”) but,
            rather, an ISDA Form Master Agreement shall be deemed to have been executed
            by
            you and us on the date we entered into the Transaction. For avoidance
            of doubt,
            the Transaction described herein shall be the sole Transaction governed
            by such
            ISDA Form Master Agreement. In the event of any inconsistency between
            the
            provisions of this Agreement and the Definitions or the ISDA Form Master
            Agreement, this Agreement shall prevail for purposes of the Transaction.
            Each
            term capitalized but not defined herein shall have the meaning attributed
            thereto in the Pooling and Servicing Agreement.

          


          2. The
            terms
            of the particular Transaction to which this Confirmation relates are
            as
            follows:

           

          
            
              	 	
                      Notional
                        Amount:

                    	
                      With
                        respect to any Calculation Period, the Notional Amount set
                        forth for such
                        Calculation Period in Schedule I attached hereto.

                    
	 	 	 
	 	
                      Trade
                        Date:

                    	
                      June
                        6, 2006

                    
	 	 	 
	 	
                      Effective
                        Date:

                    	
                      June
                        28, 2006

                    
	 	 	 
	 	
                      Termination
                        Date:

                    	
                      August
                        25, 2010, subject to adjustment in accordance with the Following
                        Business
                        Day Convention; provided, however, that for the purpose of
                        determining the
                        final Fixed Rate Payer Period End Date, Termination Date
                        shall be subject
                        to No Adjustment

                    


            

          

          
             

          

          Fixed
            Amounts:

          


          


          
            	 	
                    Fixed
                      Rate Payer:

                  	
                    Counterparty

                  
	 	 	 
	 	
                    Fixed
                      Rate Payer Period End Dates:

                  	
                    The
                      25th day of each month, commencing July 25, 2006, through and
                      including
                      the Termination Date, subject to No Adjustment

                  
	 	 	 
	 	
                    Fixed
                      Rate Payer Payment Dates:

                  	
                    The
                      25th day of each month, commencing July 25, 2006, through and
                      including
                      the Termination Date, subject to adjustment in accordance with
                      the
                      Following Business Day Convention.

                  
	 	 	 
	 	
                    Fixed
                      Amounts:

                  	
                    The
                      Fixed Amount payable by Counterparty shall be an amount equal
                      to (i) the
                      Notional Amount for such Fixed Rate Payer Payment Date * (ii)
                      Fixed Rate *
                      (iii) 250 * (iv) Fixed Rate Day Count Fraction 

                  
	 	 	 
	 	
                    Fixed
                      Rate:

                  	
                    5.405%

                  
	 	 	 
	 	
                    Fixed
                      Rate Day Count Fraction:

                  	
                    30/360

                  
	 	 	 


          

          


          


          Floating
            Amounts:

          


          
            	 	
                    Floating
                      Rate Payer:

                  	
                    DBAG

                  
	 	 	 
	 	
                    Floating
                      Rate Payer Period End Dates:

                  	
                    The
                      25th day of each month, commencing July 25, 2006, through and
                      including
                      the Termination Date, subject to adjustment in accordance with
                      the
                      Following Business Day Convention; provided, however, that
                      the final
                      Period End Date shall be subject to No Adjustment.

                  
	 	 	 
	 	
                    Floating
                      Rate Payer Payment Dates:

                  	
                    The
                      25th day of each month, commencing July 25, 2006, through and
                      including
                      the Termination Date, subject to adjustment in accordance with
                      the
                      Following Business Day Convention.

                  
	 	 	 
	 	
                    Floating
                      Amounts:

                  	
                    The
                      Floating Amount payable by DBAG shall be an amount equal to
                      (i) the
                      Notional Amount for such Floating Rate Payer Payment Date *
                      (ii) Floating
                      Rate * (iii) 250 * (iv) Floating Rate Day Count Fraction
                      

                  
	 	 	 
	 	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA

                  
	 	 	 
	 	
                    Designated
                      Maturity:

                  	
                    1
                      month

                  
	 	 	 
	 	
                    Spread:

                  	
                    None

                  
	 	 	 
	 	
                    Floating
                      Rate Day Count Fraction:

                  	
                    Actual/360

                  
	 	 	 
	 	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period

                  
	 	 	 
	 	
                    Compounding:

                  	
                    Inapplicable

                  
	 	 	 


          

           

          
            	Calculation Agent: 	DBAG
	 	 
	Business Days: 	New York 


          

           

          
            
              	
                      3.

                    	
                      Additional
                        Provisions:

                    	
                      Each
                        party hereto is hereby advised and acknowledges that the
                        other party has
                        engaged in (or refrained from engaging in) substantial financial
                        transactions and has taken (or refrained from taking) other
                        material
                        actions in reliance upon the entry by the parties into the
                        Transaction
                        being entered into on the terms and conditions set forth
                        herein and in the
                        Confirmation relating to such Transaction, as
                        applicable.

                    
	 	 	 
	
                      4.

                    	
                      Provisions
                        Deemed Incorporated in a Schedule to the ISDA Form Master
                        Agreement:

                    


            

          

           

          
            	
                    1)

                  	
                    The
                      parties agree that subparagraph (ii) of Section 2(c) of the
                      ISDA Form
                      Master Agreement will apply to any
                      Transaction.

                  


          

          


          
            	2)	
                    Termination
                      Provisions.
                      Subject to the provisions of paragraph 13 below, for purposes
                      of the ISDA
                      Form Master Agreement:

                  


          

           

          
            
              	
                      (a)

                    	
                      “Specified
                        Entity” is not applicable to DBAG or Counterparty for any purpose.
                        

                    
	 	 
	
                      (b)

                    	
                      The
                        “Breach of Agreement” provisions of Section 5(a)(ii) will not apply to
                        DBAG or Counterparty.

                    
	 	 
	
                      (c)

                    	
                      The
                        “Credit Support Default” provisions of Section 5(a)(iii) will not apply to
                        Counterparty and will apply to DBAG if DBAG has obtained
                        a guarantee or
                        other contingent agreement or posted collateral pursuant
                        to paragraph 12
                        below.

                    
	 	 
	
                      (d)

                    	
                      The
                        “Misrepresentation” provisions of Section 5(a)(iv) will not apply to DBAG
                        or Counterparty.

                    
	 	 
	
                      (e)

                    	
                      “Specified
                        Transaction” is not applicable to DBAG or Counterparty for any purpose,
                        and, accordingly, Section 5(a)(v) shall not apply to DBAG
                        or
                        Counterparty.

                    
	 	 
	
                      (f)

                    	
                      The
                        “Cross Default” provisions of Section 5(a)(vi) will not apply to DBAG or
                        to Counterparty. 

                    
	 	 
	
                      (g)

                    	
                      The
                        “Bankruptcy” provision of Section 5(a)(vii)(2) will not apply to
                        Counterparty.

                    
	 	 
	
                      (h)

                    	
                      The
                        “Merger Without Assumption” provisions of Section 5(a)(viii) will not
                        apply to Counterparty. 

                    
	 	 
	
                      (i)

                    	
                      The
                        “Tax Event Upon Merger” provisions of Section 5(b)(iii) will not apply to
                        DBAG as Burdened Party.

                    
	 	 
	
                      (j)

                    	
                      The
                        “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply
                        to DBAG or to Counterparty.

                    
	 	 
	
                      (k)

                    	
                      The
                        “Automatic Early Termination” provision of Section 6(a) will not apply to
                        DBAG or to Counterparty.

                    
	 	 
	
                      (l)

                    	
                      Payments
                        on Early Termination. For the purpose of Section 6(e) of
                        the ISDA Form
                        Master Agreement:

                    


            

          

           

          
            	
                  	(i)	
                    Market
                      Quotation will apply.

                  


          

          
            	 	 	 


          

          
            	 	(ii)	
                    The
                      Second Method will apply. 

                  


          

           

          
            
              	(m)	
                      “Termination
                        Currency” means United States Dollars.


                    


            

          

          


          3)
            Tax
            Representations. 

          


          
            	 	
                    Payer
                      Representations. For the purpose of Section 3(e) of the
                      ISDA Form Master
                      Agreement, DBAG and Counterparty make the following
                      representations:

                  


          

          


          
            	 	 	
                    It
                      is not required by any applicable law, as modified by the practice
                      of any
                      relevant governmental revenue authority, of any Relevant Jurisdiction
                      to
                      make any deduction or withholding for or on account of any
                      Tax from any
                      payment (other than interest under Section 2(e), 6(d)(ii) or
                      6(e) of
                      the
                      ISDA Form Master
                      Agreement) to be made by it to the other party under this Agreement.
                      In
                      making this representation, it may rely on (i) the accuracy
                      of any
                      representations made by the other party pursuant to Section
                      3(f) of
                      the
                      ISDA Form Master
                      Agreement, (ii) the satisfaction of the agreement contained
                      in Section
                      4(a)(i) or 4(a)(iii) of the
                      ISDA Form Master
                      Agreement and the accuracy and effectiveness of any document
                      provided by
                      the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
the
                      ISDA Form Master
                      Agreement and (iii) the satisfaction of the agreement of the
                      other party
                      contained in Section 4(d) of the
                      ISDA Form Master
                      Agreement, provided that it shall not be a breach of this representation
                      where reliance is placed on clause (ii) and the other party
                      does not
                      deliver a form or document under Section 4(a)(iii) by reason
                      of material
                      prejudice of its legal or commercial
                      position.

                  


          

          


          
            	 	
                    Payee
                      Representations. For the purpose of Section 3 (f) of the
                      ISDA Form Master
                      Agreement, DBAG and Counterparty make the following
                      representations:

                  


          

          


          (i) 
DBAG
            represents that it
            is a
“foreign person” within the meaning of the applicable U.S. Treasury Regulations
            concerning information reporting and backup withholding tax (as in effect
            on
            January 1, 2001), unless DBAG provides written notice to Counterparty
            that it is
            no longer a foreign person. In respect of this Transaction it enters
            into
            through an office or discretionary agent in the United States or which
            otherwise
            is allocated for United States federal income tax purposes to such United
            States
            trade or business, each payment received or to be received by it under
            such
            Transaction will be effectively connected with its conduct of a trade
            or
            business in the United States.

           

          
            
              (ii)              Counterparty
                represents that it is trustee for the Supplement Interest Trust created
                under
                the Pooling and Servicing Agreement.

            

          

           

          4)
            The
            ISDA Form Master Agreement is hereby amended as follows:

          


          The
            word
“third” shall be replaced by the word “second” in the third line of Section
            5(a)(i) of the ISDA Form Master Agreement; 

          


          5)
            Documents
            to be Delivered.
            For the
            purpose of Section 4(a)(i) and (ii) of the ISDA Form Master Agreement,
            each
            party agrees to deliver the following documents, as applicable:

          


          (1) Tax
            forms, documents, or certificates to be delivered are:

           

          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  
	
                    DBAG
                      and

                    the
                      Counterparty

                  	
                    Any
                      document required or reasonably requested to allow the other
                      party to make
                      payments under this Agreement without any deduction or withholding
                      for or
                      on the account of any Tax or with such deduction or withholding
                      at a
                      reduced rate

                  	
                    Promptly
                      after the earlier of (i) reasonable demand by either party
                      or (ii)
                      learning that such form or document is
                      required

                  


          

           

          (2) Other
            documents to be delivered are:

           

          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  	
                    Covered
                      by Section 3(d) Representation

                  
	
                    DBAG
                      and

                    the
                      Counterparty

                  	
                    Any
                      documents required by the receiving party to evidence the authority
                      of the
                      delivering party or its Credit Support Provider, if any, for
                      it to execute
                      and deliver this Agreement, any Confirmation, and any Credit
                      Support
                      Documents to which it is a party, and to evidence the authority
                      of the
                      delivering party or its Credit Support Provider to perform
                      its obligations
                      under this Agreement, such Confirmation and/or Credit Support
                      Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement and such Confirmation

                  	
                    Yes

                  
	 	 	 	 
	
                    DBAG
                      and

                    the
                      Counterparty

                  	
                    A
                      certificate of an authorized officer of the party, as to the
                      incumbency
                      and authority of the respective officers of the party signing
                      this
                      Agreement, any relevant Credit Support Document, or any Confirmation,
                      as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement and such
                      Confirmation

                  	
                    Yes

                  


          

          


          6)
             Miscellaneous

          


          
            	
                    (a)

                  	
                    Address
                      for Notices: For the purposes of Section 12(a) of the ISDA Form
                      Master Agreement:

                  


          

          


          Addresses
            for notices or communications to DBAG:

           

          Addresses
            for notices to DBAG under Sections 5 or 6 (other than notices under Section
            5(a)(i)) shall be sent to:

          


          Deutsche
            Bank AG, Head Office

          Taunusanlage
            12

          60262
            Frankfurt

          GERMANY

          Attention:
            Legal Department

          Telex
            No:
            411836 or 416731 or 41233

          Answerback: DBF-D

          


          All
            other
            notices to DBAG shall be sent directly to the Office through which DBAG
            is
            acting for the relevant Transaction, using the address and contact particulars
            specified in the Confirmation of that Transaction or otherwise
            notified.

          


          Address
            for notices or communications to the Counterparty:

          


          Address:  Argent
            Mortgage Securities Inc., 

          Asset-Backed
            Pass-Through Certificates, Series 2006-M1

          c/o
            Deutsche Bank National Trust Company

          1761
            East
            St. Andrew Place

          Santa
            Ana, California 92705-4934

          Attention:
            Trust Administration AR06M1  

          Facsimile
            No. (714) 247-6471

          


          (For
            all
            purposes)

          


          


          
            	(b)	
                    Process
                      Agent. For the purpose of Section
                      13(c):

                  


          

          


          DBAG
            appoints as its  
Not
            Applicable

          


          The
            Counterparty appoints as its  
Not
            Applicable

          


          
            	
                    (c)

                  	
                    Offices.
                      The provisions of Section 10(a) will not apply to this
                      Agreement.

                  


          

          


          
            	
                    (d)

                  	
                    Multibranch
                      Party. For the purpose of Section 10(c) of the ISDA Form Master
                      Agreement:

                  


          

          


          DBAG
            is
            not a Multibranch Party.

          


          
            	 	
                    The
                      Counterparty is not a Multibranch
                      Party.

                  


          

          


          
            	
                    (e)

                  	
                    Calculation
                      Agent. The Calculation Agent is
                      DBAG.

                  


          

          


          
            	(f)	
                    Credit
                      Support Document.

                  


            	 	 


            	 	DBAG: Not applicable, except
                    for any
                    guarantee, contingent agreement or credit support annex delivered
                    pursuant
                    to paragraph 12 below.


            	 	 


            	 	
                    
                      The
                        Counterparty:  
Not
                        Applicable

                    

                  


          

           

          
            	
                    (g)

                  	
                    Credit
                      Support Provider.

                  


            	 	 


            	 	
                    DBAG: Not
                      Applicable for so long as no Credit Support Document is delivered
                      under
                      paragraph 12 below, otherwise, to the party that is the primary
                      obligor
                      under the Credit Support Document.

                  


            	 	 


            	 	
                    The
                      Counterparty:  
Not
                      Applicable

                  


          

           

          (h)           
            Governing
            Law. The
            parties to this Agreement hereby agree that the law of the State of New
            York
            shall govern their rights and duties in whole without regard to conflict
            of law
            provisions thereof other than New York General Obligations Law Sections
            5-1401
            and 5-1402. 

          


          (i)            
            Severability. If
            any
            term, provision, covenant, or condition of this Agreement, or the application
            thereof to any party or circumstance, shall be held to be invalid or
            unenforceable (in whole or in part) for any reason, the remaining terms,
            provisions, covenants, and conditions hereof shall continue in full force
            and
            effect as if this Agreement had been executed with the invalid or unenforceable
            portion eliminated, so long as this Agreement as so modified continues
            to
            express, without material change, the original intentions of the parties
            as to
            the subject matter of this Agreement and the deletion of such portion
            of this
            Agreement will not substantially impair the respective benefits or expectations
            of the parties. 

          


          The
            parties shall endeavor to engage in good faith negotiations to replace
            any
            invalid or unenforceable term, provision, covenant or condition with
            a valid or
            enforceable term, provision, covenant or condition, the economic effect
            of which
            comes as close as possible to that of the invalid or unenforceable term,
            provision, covenant or condition. 

          


          (j)            
            Consent
            to Recording. 
            Each
            party hereto consents to the monitoring or recording, at any time and
            from time
            to time, by the other party of any and all communications between officers
            or
            employees of the parties, waives any further notice of such monitoring
            or
            recording, and agrees to notify its officers and employees of such monitoring
            or
            recording. 

          


          (k)           
            Waiver
            of
            Jury Trial. Each
            party waives any right it may have to a trial by jury in respect of any
            Proceedings relating to this Agreement or any Credit Support Document.
            

          


          (l)            
            Trustee
            Capacity. It is expressly understood and agreed by the parties hereto
            that
            insofar as this Confirmation is executed by the Trustee (i) this Confirmation
            is
            executed and delivered by Deutsche
            Bank National Trust Company not
            in
            its individual capacity but solely as trustee for the trust created under
            the
            Pooling and Servicing Agreement referred to in this Confirmation in the
            exercise
            of the powers and authority conferred and invested in it thereunder (ii)
            each of
            the representations, undertakings and agreements herein made on behalf
            of the
            trust is made and intended not as personal representations, undertakings
            and
            agreements by Deutsche Bank National Trust Company but is made and intended
            for
            the purposes of binding only the trust, (iii) nothing herein contained
            shall be
            construed as creating any liability on the part of Deutsche Bank National
            Trust
            Company , individually or personally, to perform any covenant either
            expressed
            or implied contained herein, all such liability, if any, being expressly
            waived
            by the parties hereto and by any Person claiming by, through or under
            the
            parties hereto, (iv) under no circumstances shall Deutsche Bank National
            Trust
            Company in its individual capacity be personally liable for the payment
            of any
            indebtedness or expenses or be personally liable for the breach or failure
            of
            any obligation, representation, warranty or covenant made or undertaken
            under
            this Confirmation or any other related documents.

          


          (m)           Proceedings.
            DBAG
            shall not institute against or cause any other person to institute against,
            or
            join any other person in instituting against the Counterparty or any
            trust
            created pursuant to the Pooling and Servicing Agreement any bankruptcy,
            reorganization, arrangement, insolvency or liquidation proceedings, or
            other
            proceedings under any federal or state bankruptcy or similar law for
            a period of
            one year and one day (or, if longer, the applicable preference period)
            following
            payment in full of the Certificates or any notes backed by the Certificates
            (the
“Notes”). This provision will survive the termination of this
            Agreement.

          


          (n)           DBAG
            hereby agrees that, notwithstanding any provision of this agreement to
            the
            contrary, Counterparty’s obligations to pay any amounts owing under this
            Agreement shall be subject to Section 5.01 of the Pooling and Servicing
            Agreement and DBAG’s right to receive payment of such amounts shall be subject
            to Section 5.01 of the Pooling and Servicing Agreement. This provision
            will
            survive the termination of this Agreement.

          


          7)
            “Affiliate.” DBAG and Counterparty shall be deemed to not have any Affiliates
            for purposes of this Agreement, including for purposes of Section 6(b)(ii).
            This
            provision will survive the termination of this Agreement.

           

          8)
            Section 3 of the ISDA Form Master Agreement is hereby amended by adding
            at the
            end thereof the following subsection (g): 

          


          “(g) Relationship
            Between Parties.
            

          


          Each
            party represents to the other party on each date when it enters into
            a
            Transaction that:--

          


          (1)
            Nonreliance.
            It is
            not relying on any statement or representation of the other party regarding
            the
            Transaction (whether written or oral), other than the representations
            expressly
            made in this Agreement or the Confirmation in respect of that Transaction.
            

          


          (2)
            Evaluation
            and Understanding.
            

          


          (i)
            DBAG
            is acting for its own account and Deutsche Bank National Trust Company
            is acting
            as trustee for the trust created under the Pooling and Servicing Agreement
            and
            not for its own account. Each party has the capacity to evaluate (internally
            or
            through independent professional advice) the Transaction and has made
            its own
            decision to enter into the Transaction;

          


          (ii)
            It
            understands the terms, conditions and risks of the Transaction and is
            willing
            and able to accept those terms and conditions and to assume those risks,
            financially and otherwise; and 

          


          (3) Purpose.
            It is an “eligible swap participant” as such term is defined in Section
            35.1(b)(2) of the regulations (17 C.F.R 35) promulgated under, and an
“eligible
            contract participant” as defined in Section 1(a)(12) of, the Commodity Exchange
            Act, as amended, and it is entering into the Transaction for the purposes
            of
            managing its borrowings or investments, hedging its underlying assets
            or
            liabilities or in connection with a line of business. 

          


          (4) Status
            of Parties.
            The
            other party is not acting as an agent, fiduciary or advisor for it in
            respect of
            the Transaction.”

          


          9)
            Set-off. 
            Notwithstanding any provision of this Agreement or any other existing
            or future
            agreement, each party irrevocably waives any and all rights it may have
            to set
            off, net, recoup or otherwise withhold or suspend or condition payment
            or
            performance of any obligation between it and the other party hereunder
            against
            any obligation between it and the other party under any other agreements.
            The
            provisions for Set-off set forth in Section 6(e) of the Agreement shall
            not
            apply for purposes of this Transaction.

          


          10)
            Transfer,
            Amendment and Assignment.
            No
            transfer, amendment, waiver, supplement, assignment or other modification
            of
            this Transaction shall be permitted by either party unless each of Standard
            & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.
            (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) has been provided
            notice of the same and confirms in writing (including by facsimile transmission)
            that it will not downgrade, qualify, withdraw or otherwise modify its
            then-current rating of the Certificates or any Notes.

          


          11)
            Additional
            Termination Events.
            The
            following Additional Termination Events will apply, in each case with
            respect
            Counterparty as the sole Affected Party (unless otherwise provided
            below): 

           

          
            
              	
                    	(i)	
                      DBAG
                        fails to comply with the Rating Agency Downgrade provisions
                        as set forth
                        in Section 12 below. For all purposes of this Agreement,
                        DBAG shall be the
                        sole Affected Party with respect to the occurrence of a Termination
                        Event
                        described in this Section 11(i).

                    


              	 	 	 


              	 	(ii) 	With respect to Counterparty
                      only, any
                      amendment to the Pooling and Servicing Agreement which materially
                      adversely affects any of DBAG’s rights thereunder is made without prior
                      written consent of DBAG, where such consent is required under
                      the Pooling
                      and Servicing Agreement.


              	 	 	 


              	 	(iii)	If the trust is unable to pay
                      the Class A
                      Certificates any related Accrued Certificate Interest or any
                      amount in
                      respect of principal required to be paid pursuant to the terms
                      of the
                      Pooling and Servicing Agreement or fails or admits in writing
                      its
                      inability to pay such amounts to the Class A Certificates as
                      they become
                      due.


              	 	 	 


              	 	(iv)	 If,
                      at any time, majority holders of the Class CE Certificates
                      or the Master
                      Servicer gives unrescindable notice that it will purchase the
                      Mortgage
                      Loans pursuant to Section 9.01 of the Pooling and Servicing
                      Agreement;
                      provided, however, that notwithstanding Section 6(b)(iv) of
                      the ISDA Form
                      Master Agreement, only Counterparty shall have the right to
                      designate an
                      Early Termination Date in respect of this Additional Termination
                      Event.


              	 	 	 


              	 	(v)	
                       If,
                        upon the occurrence of a Swap Disclosure Event (as defined
                        in Part 13
                        below) DBAG has not, within 15 days after such Swap Disclosure
                        Event
                        complied with any of the provisions set forth in Part 13(iii)
                        below, then
                        an Additional Termination Event shall have occurred with
                        respect to DBAG
                        and DBAG shall be the sole Affected Party with respect to
                        such Additional
                        Termination Event.

                    


            

          

           

          12)
            Rating
            Agency Downgrade.
            In the
            event that DBAG’s short-term unsecured and unsubordinated debt rating is reduced
            below “A-1” by S&P or, if DBAG has both a long-term credit rating and a
            short-term credit rating from Moody’s, and either its long-term unsecured and
            unsubordinated debt rating is withdrawn or reduced below “A2” by Moody’s or its
            short-term credit rating is withdrawn or reduced below “P-1” by Moody’s (and
            together with S&P, the “Swap Rating Agencies”, and such rating thresholds,
“Approved Rating Thresholds”), then within 30 days after such rating withdrawal
            or downgrade, DBAG shall, subject to the Rating Agency Condition and
            at its own
            expense, either (i) cause another entity to replace DBAG as party to
            this
            Agreement that meets or exceeds the Approved Rating Thresholds on terms
            substantially similar to this Agreement, (ii) obtain a guaranty of, or
            a
            contingent agreement of another person with the Approved Rating Thresholds,
            to
            honor, DBAG’s obligations under this Agreement, (iii) post collateral which will
            be sufficient to restore the immediately prior ratings of the Certificates
            and
            any Notes, or (iv) establish any other arrangement which will be sufficient
            to
            restore the immediately prior ratings of the Certificates and any Notes.
            In the
            event that DBAG’s long-term unsecured and unsubordinated debt rating is reduced
            below “BBB-” or its short-term unsecured and unsubordinated debt rating is
            reduced below “A-3” or is withdrawn by S&P or DBAG’s long-term unsecured and
            unsubordinated debt rating is withdrawn or reduced below “A3” by Moody’s or its
            short-term credit rating is reduced below “P-2” by Moody’s, then within 10 days
            after such rating withdrawal or downgrade, DBAG shall, subject to the
            Rating
            Agency Condition and at its own expense, either (i) cause another entity
            to
            replace DBAG as party to this Agreement that meets or exceeds the Approved
            Rating Thresholds on terms substantially similar to this Agreement or
            (ii)
            obtain a guaranty of, or a contingent agreement of another person with
            the
            Approved Rating Thresholds to honor, DBAG’s obligations under this Agreement. In
            either case, DBAG shall deliver collateral acceptable to the Swap Rating
            Agencies until DBAG has made such transfer or obtained a guaranty as
            set forth
            in (i) and (ii) above. For purposes of this provision, “Rating Agency Condition”
means, with respect to any particular proposed act or omission to act
            hereunder
            that the party acting or failing to act must consult with each of the
            Swap
            Rating Agencies then providing a rating of the Certificates and any Notes
            and
            receive from each of the Swap Rating Agencies a prior written confirmation
            that
            the proposed action or inaction would not cause a downgrade or withdrawal
            of the
            then-current rating of the Certificates or any Note.

          


          13)
            Compliance
            with Regulation AB.
            

          


          
            	
                  	(i)	
                    DBAG
                      agrees and acknowledges that Argent Securities Inc. (“ASI”) is required
                      under Regulation AB under the Securities Act of 1933, as amended,
                      and the
                      Securities Exchange Act of 1934, as amended (the “Exchange Act”)
                      (“Regulation AB”), to disclose certain financial information regarding
                      DBAG or its group of affiliated entities, if applicable, depending
                      on the
                      aggregate “significant percentage” of this Agreement and any other
                      derivative contracts between DBAG or its group of affiliated
                      entities, if
                      applicable, and Counterparty, as calculated from time to time
                      in
                      accordance with Item 1115 of Regulation
                      AB.

                  


          

          


          
            	
                  	(ii)	
                    It
                      shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                      Business Day after the date hereof, ASI requests from DBAG
                      the applicable
                      financial information described in Item 1115 of Regulation
                      AB (such
                      request to be based on a reasonable determination by ASI, in
                      good faith,
                      that such information is required under Regulation AB) (the
“Swap
                      Financial Disclosure”).

                  


          

          


          
            	
                  	(iii)	
                    Upon
                      the occurrence of a Swap Disclosure Event, DBAG, at its own
                      expense, shall
                      (1)(a) either (i) provide to ASI the current Swap Financial
                      Disclosure in
                      an EDGAR-compatible format (for example, such information may
                      be provided
                      in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or
                      (ii) provide written consent to ASI to incorporation by reference
                      of such
                      current Swap Financial Disclosure as is filed with the Securities
                      and
                      Exchange Commission in the Exchange Act Reports of ASI, (b)
                      if applicable,
                      cause its outside accounting firm to provide its consent to
                      filing or
                      incorporation by reference in the Exchange Act Reports of ASI
                      of such
                      accounting firm’s report relating to their audits of such current Swap
                      Financial Disclosure, and (c) provide to ASI any updated Swap
                      Financial
                      Disclosure with respect to DBAG or any entity that consolidates
                      DBAG
                      within five days of the release of any such updated Swap Financial
                      Disclosure; (2) secure another entity to replace DBAG as party
                      to this
                      Agreement on terms substantially similar to this Agreement
                      which entity
                      (or a guarantor therefore) meets or exceeds the Approved Rating
                      Thresholds
                      and which satisfies the Rating Agency Condition and which entity
                      is able
                      to comply with the requirements of Item 1115 of Regulation
                      AB or (3)
                      obtain a guaranty of the DBAG’s obligations under this Agreement from an
                      affiliate of the DBAG, subject to the Rating Agency Condition,
                      that is
                      able to comply with the financial information disclosure requirements
                      of
                      Item 1115 of Regulation AB, such that disclosure provided in
                      respect of
                      the affiliate will satisfy any disclosure requirements applicable
                      to the
                      Swap Provider, and cause such affiliate to provide Swap Financial
                      Disclosure. If permitted by Regulation AB, any required Swap
                      Financial
                      Disclosure may be provided by incorporation by reference from
                      reports
                      filed pursuant to the Exchange Act.


                  


          

           

          
            	
                  	(iv)	
                    DBAG
                      and the primary obligor under any Credit Support Document agree
                      that, in
                      the event that DBAG provides Swap Financial Disclosure to ASI
                      in
                      accordance with Part 13(iii)(a) or causes its affiliate to
                      provide Swap
                      Financial Disclosure to ASI in accordance with Part 13(iii)(c),
                      DBAG and
                      such primary obligor will indemnify and hold harmless ASI,
                      its respective
                      directors or officers and any person controlling ASI, from
                      and against any
                      and all losses, claims, damages and liabilities caused by any
                      untrue
                      statement or alleged untrue statement of a material fact contained
                      in such
                      Swap Financial Disclosure or caused by any omission or alleged
                      omission to
                      state in such Swap Financial Disclosure a material fact, when
                      considered
                      in conjunction with any other information regarding Party A
                      or the
                      derivative instrument being written by Party A in the final
                      prospectus for
                      Argent Securities Inc., Asset-Backed Pass-Through Certificates,
                      Series
                      2006-M1, required to be stated therein or necessary to make
                      the statements
                      therein, in light of the circumstances under which they were
                      made, not
                      misleading.

                  


          

          


          14)
            Third
            Party Beneficiary.
            ASI
            shall be an express third party beneficiary of this Agreement as if a
            party
            hereto to the extent of ASI’s rights explicitly specified herein.

          


          15)
            Deduction
            or Withholding for Tax.
            The
            provisions of Section 2(d)(i)(4) and 2(d)(ii) of the ISDA Form Master
            Agreement
            shall not apply to Counterparty and Counterparty shall not be required
            to pay
            any additional amounts referred to therein.  

           

          5. Account
            Details:

          


          Account
            Details for DBAG: 

          


          Deutsche
            Bank Trust Company Americas,
            New York

          Acct#
            01
            473 969     

          Swift
            Code: BKTRUS33

          


          Account
            Details for Counterparty:

          


          Deutsche
            Bank 

          ABA#
            021001033 

          Acct#
            01419663  

          Acct
            Name: NYLTD Funds Control - Stars West 

          Ref:
            Argent 2006-M1

          


          6. Offices:

          


          The
            Office of DBAG for this Transaction is New York

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          7. Please
            confirm that the foregoing correctly sets forth the terms of our agreement
            by
            having an authorized officer sign this Confirmation and return it via
            facsimile
            to:

          


          
            	 	
                    Attention:
                      Derivative Documentation

                  	 
	 	
                    Telephone:
                      44 20 7547 4755

                  	 
	 	
                    Facsimile:
                      44 20 7545 9761

                  	 
	 	
                    E-mail:
                      derivative.documentation@db.com

                  	 


          

          


          This
            message will be the only form of Confirmation dispatched by us. If you
            wish to
            exchange hard copy forms of this Confirmation, please contact us.

           

          Yours
            sincerely,

           

          
            
              	
                      DEUTSCHE
                        BANK AG - New York Branch

                    	 
	 	 	 
	
                      By:

                    	 	 
	
                      Name:

                    	 	 
	Title: 	
                      Authorized
                        Signatory

                    	 


            

          

           

          
            
              
                	 	 	 
	
                        By:

                      	 	 
	
                        Name:

                      	 	 
	Title: 	
                        Authorized
                          Signatory

                      	 


              

            

             

          

           

          Confirmed
            as of the date first written above:

          


          Deutsche
            Bank National Trust Company , not in its individual capacity, but solely
            as
            Trustee with respect to the Argent Securities Inc., Asset-Backed Pass-Through
            Certificates, Series 2006-M1.

           

          
            
              
                
                  	 	 	 
	
                          By:

                        	 	 
	
                          Name:

                        	 	 
	Title: 	
                           

                        	 


                

              

              

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

               

            

          

          SCHEDULE
            I

          


          (With
            respect to each Fixed Rate Payer Period End Date, each date below is
            subject to
            No Adjustment, and with respect to each Floating Rate Payer Period End
            Date,
            each date below is subject to adjustment in accordance with the Following
            Business Day Convention.)

          


          


          
            	
                    Accrue
                      from and including

                  	
                    Accrue
                      to but excluding

                  	
                    Notional
                      Amount

                  
	
                    Effective
                      Date

                  	
                    7/25/2006

                  	
                    11,177,700.0000

                  
	
                    7/25/2006

                  	
                    8/25/2006

                  	
                    11,104,541.7073

                  
	
                    8/25/2006

                  	
                    9/25/2006

                  	
                    11,028,846.7042

                  
	
                    9/25/2006

                  	
                    10/25/2006

                  	
                    10,887,308.9296

                  
	
                    10/25/2006

                  	
                    11/25/2006

                  	
                    10,744,918.8179

                  
	
                    11/25/2006

                  	
                    12/25/2006

                  	
                    10,601,419.0862

                  
	
                    12/25/2006

                  	
                    1/25/2007

                  	
                    10,390,675.2811

                  
	
                    1/25/2007

                  	
                    2/25/2007

                  	
                    10,181,698.5215

                  
	
                    2/25/2007

                  	
                    3/25/2007

                  	
                    9,973,482.8021

                  
	
                    3/25/2007

                  	
                    4/25/2007

                  	
                    9,640,001.0205

                  
	
                    4/25/2007

                  	
                    5/25/2007

                  	
                    9,315,022.2255

                  
	
                    5/25/2007

                  	
                    6/25/2007

                  	
                    8,997,888.1339

                  
	
                    6/25/2007

                  	
                    7/25/2007

                  	
                    8,587,886.8887

                  
	
                    7/25/2007

                  	
                    8/25/2007

                  	
                    8,196,867.5487

                  
	
                    8/25/2007

                  	
                    9/25/2007

                  	
                    7,824,081.0942

                  
	
                    9/25/2007

                  	
                    10/25/2007

                  	
                    7,468,645.0993

                  
	
                    10/25/2007

                  	
                    11/25/2007

                  	
                    7,129,721.1192

                  
	
                    11/25/2007

                  	
                    12/25/2007

                  	
                    6,805,035.8419

                  
	
                    12/25/2007

                  	
                    1/25/2008

                  	
                    6,337,996.4702

                  
	
                    1/25/2008

                  	
                    2/25/2008

                  	
                    5,903,823.9548

                  
	
                    2/25/2008

                  	
                    3/25/2008

                  	
                    5,499,658.6509

                  
	
                    3/25/2008

                  	
                    4/25/2008

                  	
                    5,021,515.7095

                  
	
                    4/25/2008

                  	
                    5/25/2008

                  	
                    4,587,250.8766

                  
	
                    5/25/2008

                  	
                    6/25/2008

                  	
                    3,214,998.1795

                  
	
                    6/25/2008

                  	
                    7/25/2008

                  	
                    3,141,476.8149

                  
	
                    7/25/2008

                  	
                    8/25/2008

                  	
                    3,067,955.4503

                  
	
                    8/25/2008

                  	
                    9/25/2008

                  	
                    2,994,434.0857

                  
	
                    9/25/2008

                  	
                    10/25/2008

                  	
                    2,920,912.7210

                  
	
                    10/25/2008

                  	
                    11/25/2008

                  	
                    2,847,391.3564

                  
	
                    11/25/2008

                  	
                    12/25/2008

                  	
                    2,773,869.9918

                  
	
                    12/25/2008

                  	
                    1/25/2009

                  	
                    2,394,566.3191

                  
	
                    1/25/2009

                  	
                    2/25/2009

                  	
                    2,338,881.1807

                  
	
                    2/25/2009

                  	
                    3/25/2009

                  	
                    2,283,196.0424

                  
	
                    3/25/2009

                  	
                    4/25/2009

                  	
                    2,227,510.9040

                  
	
                    4/25/2009

                  	
                    5/25/2009

                  	
                    2,171,825.7657

                  
	
                    5/25/2009

                  	
                    6/25/2009

                  	
                    2,116,140.6273

                  
	
                    6/25/2009

                  	
                    7/25/2009

                  	
                    2,050,671.2403

                  
	
                    7/25/2009

                  	
                    8/25/2009

                  	
                    1,987,613.1497

                  
	
                    8/25/2009

                  	
                    9/25/2009

                  	
                    1,926,965.0425

                  
	
                    9/25/2009

                  	
                    10/25/2009

                  	
                    1,868,272.0660

                  
	
                    10/25/2009

                  	
                    11/25/2009

                  	
                    1,811,481.1172

                  
	
                    11/25/2009

                  	
                    12/25/2009

                  	
                    1,756,246.4941

                  
	
                    12/25/2009

                  	
                    1/25/2010

                  	
                    1,702,209.9430

                  
	
                    1/25/2010

                  	
                    2/25/2010

                  	
                    1,649,270.9785

                  
	
                    2/25/2010

                  	
                    3/25/2010

                  	
                    1,597,343.7328

                  
	
                    3/25/2010

                  	
                    4/25/2010

                  	
                    1,546,991.5927

                  
	
                    4/25/2010

                  	
                    5/25/2010

                  	
                    1,498,362.7948

                  
	
                    5/25/2010

                  	
                    6/25/2010

                  	
                    1,451,282.7938

                  
	
                    6/25/2010

                  	
                    7/25/2010

                  	
                    1,405,698.4579

                  
	
                    7/25/2010

                  	
                    Termination
                      Date

                  	
                    1,361,576.8078

                  


          

           

          

 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT
          I

         

        LOSS
          MITIGATION ACTION PLAN

        


        
          	
                  DEFAULT
                    MITIGATION ACTION

                	
                  SUPPORTING
                    STANDARDS

                
	
                  Forbearance
                    Workout

                  Defer
                    any of the following:

                  1.accrued
                    interest

                  2.past
                    due principal

                  3.escrow
                    advances

                  4.corporate
                    advances

                  5.ancillary
                    fees

                  6.any
                    combination of the above

                	
                  Borrower
                    documents a temporary financial hardship 

                  resulting
                    in request for a forbearance

                  Borrower
                    documents financial ability to pay under the

                  proposed
                    forbearance terms

                  Borrower
                    expresses a willingness to perform.

                  Current
                    monthly payments are scheduled to be made 

                  prior
                    to late charge date during the forbearance term

                
	
                  Loan
                    Modification Workout

                  Any
                    of the following:

                  1.waive
                    accrued interest

                  2.waive
                    past due principal

                  3.waive
                    corporate advances

                  4.waive
                    ancillary fees

                  5.reduce
                    principal

                  6.reduce
                    interest rate

                  7.any
                    combination of the above items

                  8.any
                    combination with the Forbearance items

                	
                  Borrower
                    documents a non-temporary financial hardship resulting in the
                    request for
                    a loan modification

                  Borrower
                    documents financial ability to pay under the proposed loan modification
                    terms

                  Borrower
                    does not have the ability to pay under the original loan
                    terms

                  Borrower
                    expresses a willingness to perform

                  No
                    waiver of escrow advances (taxes and insurance) is
                    allowed

                
	
                  Note
                    Sale Workout

                  Waive
                    or negotiate a reduced amount of any of the following:

                  1.accrued
                    interest

                  2.principal

                  3.escrow
                    advances

                  4.corporate
                    advances

                  5.ancillary
                    fees

                  6.prepayment
                    fees

                  7.any
                    combination of the above items

                	
                  Sale
                    of Note, not property to a third party

                  Independent
                    appraisal or valuation report/product supports sales price or
                    other
                    significant information affecting value exists

                  Borrower
                    is transparent to the transaction

                  Viable
                    option if there is no cooperation or contact with the borrower,
                    or other
                    significant property conditions or risks existing

                
	
                  Short
                    Sale Disposal

                  Waive
                    or negotiate a reduced amount of any of the following:

                  1.accrued
                    interest

                  2.principal

                  3.escrow
                    advances

                  4.corporate
                    advances

                  5.ancillary
                    fees

                  6.prepayment
                    charges

                  7.any
                    combination of the above items

                	
                  Sale
                    to a third party 

                  Independent
                    appraisal supports sale price

                  No
                    cash to seller (borrower), excluding costs necessary to close

                  Borrower
                    does not have the ability and/or willingness to pay

                  Borrower
                    no longer wants property

                
	
                  Short
                    pay-off Disposal

                  Waive
                    or negotiate a reduced amount of any of the following:

                  1.accrued
                    interest

                  2.principal

                  3.escrow
                    advances

                  4.corporate
                    advances

                  5.ancillary
                    fees

                  6.prepayment
                    charges

                  7.any
                    combination of the above items

                	
                  Refinance
                    by independent third party Lender

                  Independent
                    appraisal supports new loan amount

                  New
                    loan is no cash out (i.e. no cash to borrower excluding costs
                    necessary to
                    close)

                  Borrower
                    has expressed his/her unwillingness to pay 

                  Anticipated
                    refinance time frame is less than anticipated foreclosure time
                    frame

                
	
                  Deed-in-lieu
                    Disposal

                	
                  Borrower
                    has already or will abandon the property or is willing to vacate
                    the
                    property (in a broom sweep condition) on a mutually agreeable
                    date

                  Borrower
                    does not have the ability and/or willingness to pay

                  Independent
                    appraisal confirms property has a value

                  Title
                    is clean

                  Property
                    appears to be resalable based on condition and value shown in
                    independent
                    appraisal

                  Property
                    does not appear to have any environmental or hazardous conditions
                    (or such
                    conditions appear to be curable)

                
	
                  Foreclosure
                    Disposal

                	
                  Borrower
                    has already or will abandon the property (which may be by an
                    eviction
                    proceeding or mutual agreement)

                  Borrower
                    does not have the ability and/or willingness to pay

                  Independent
                    appraisal confirms property has a value

                  Property
                    appears to be resalable based on condition and value shown in
                    independent
                    appraisal

                  Property
                    does not appear to have any environmental or 

                  hazardous
                    conditions (or such conditions appear to be 

                  curable)

                


        

        


        Workouts
          in the form of either a Forbearance or Loan Modification require that the
          Borrower document the existence of a financial hardship leading to the
          payment
          delinquency and document the ability to make the payments required under
          the
          proposed Forbearance or Loan Modification. If the Borrower fails to meet
          both of
          these conditions or the Borrower is uncooperative, a Disposal Loss Mitigation
          Action will be employed to liquidate the delinquent loan, assuming the
          Borrower
          does not otherwise cure the existing default. Each of the Default Mitigation
          Actions and Supporting Standards may not be applicable to each and every
          loan
          subject to a default in its monthly payments and in those cases where a
          Default
          Mitigation Action or Supporting Standard may be applicable, each is subject
          to
          amendment and/or waiver on an individual basis pursuant to applicable federal,
          state and local laws, decisional authorities, court orders, instructions
          of
          regulatory and/or other governmental authorities, the advice of legal counsel,
          instructions from the Trustee and changes in the loan servicing
          standards.

         

        


        


        EXHIBIT
          J-1

         

        FORM
          OF
          CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

         

         

        
           

          
            	 	Re:	Argent
                    Securities Inc., 
                    Asset-Backed
                      Pass-Through Certificates, Series
                      2006-M1

                  


          

            

        

        I,
          [identify the certifying individual], certify that:

         

        1. I
          have
          reviewed this annual report on Form 10-K and all reports on Form 10-D required
          to be filed in respect of the period covered by this report on Form 10-K
          of
          Argent Securities Trust 2006-M1 (the “Exchange Act Periodic
          Reports”);

         

        2. Based
          on
          my knowledge, the Exchange Act Periodic Reports, 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 with respect to the period covered
          by
          this report;

         

        3. Based
          on
          my knowledge, the distribution, servicing and other information required
          to be
          provided under Form 10-D for the period covered by this report is included
          in
          the Exchange Act Periodic Reports;

         

        4. Based
          on
          my knowledge and the servicer compliance statement(s) required in this
          report
          under Item 1123 of Regulation AB and except as disclosed in the Exchange
          Act
          Periodic Reports, the servicer(s) [has/have] fulfilled [its/their] obligations
          under the servicing agreement(s) in all material respects; and; 

         

        5. All
          of
          the reports on assessment of compliance with servicing criteria for asset-backed
          securities and their related attestation reports on assessment of compliance
          with servicing criteria for asset-backed securities required to be included
          in
          this report in accordance with Item 1122 of Regulation AB and Exchange
          Act Rules
          13a-18 and 15d-18 have been included as an exhibit to this report, except
          as
          otherwise disclosed in this report. Any material instances of noncompliance
          described in such reports have been disclosed in this report on Form
          10-K.

         

        In
          giving
          the certifications above, I have reasonably relied on information provided
          to me
          by the following unaffiliated parties: Deutsche Bank National Trust
          Company.

        
          


          
            	 	
                    ARGENT
                      SECURITIES INC.

                  	 
	 	 	 	 
	 	
                    Date:

                  	 	 
	 	
                     

                  	 	 
	 	
                     

                  	 	 
	 	
                    [Signature]

                    [Title]

                  	 


          

           

        

        


        EXHIBIT
          J-2

         

        FORM
          OF
          CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY THE TRUSTEE

        
          
             

            
              	 	Re:	Argent
                      Securities Inc., 
                      Asset-Backed
                        Pass-Through Certificates, Series
                        2006-M1

                    


            

              

          

        

         

        I,
          [identify the certifying individual], a [title] of Deutsche Bank National
          Trust
          Company, as Trustee, hereby certify to Argent Securities Inc. (the “Depositor”),
          and its officers, directors and affiliates, and with the knowledge and
          intent
          that they will rely upon this certification, that:

         

        I
          have
          reviewed this annual report on Form 10-K and all reports on Form 10-D required
          to be filed in respect of the period covered by this report on Form 10-K
          of
          Argent Securities Trust 2006-M1 (the “Exchange Act Periodic
          Reports”);

         

        2. Based
          on
          my knowledge, the information in the Monthly Statements (excluding information
          provided, or based on information provided, by the Master Servicer or any
          servicer) and those items in Exhibit N attached to the Pooling and Servicing
          Agreement which indicate the 4.02 statement or the Trustee as the responsible
          party, taken as a whole, do 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
          with
          respect to the period covered by this annual report; and

         

        3. Based
          on
          my knowledge, the distribution information required to be provided by the
          Trustee under the Pooling and Servicing Agreement is included in the Monthly
          Statements.

         

        


         

        Capitalized
          terms used but not defined herein have the meanings ascribed to them in
          the
          Pooling and Servicing Agreement, dated June 1, 2006 (the “Pooling and Servicing
          Agreement”), among the Depositor as depositor, Ameriquest Mortgage Company as
          master servicer and Deutsche Bank National Trust Company as
          trustee.

         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, as Trustee

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 
	 	
                  Date:

                	 


        

        


         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        EXHIBIT
          K

         

        


        FORM
          OF
          ADDITION NOTICE

        


          ADDITION
            NOTICE

           

          June
            29,
            2006

           

          Deutsche
            Bank National Trust Company

          1761
            East
            St. Andrew Place

          Santa
            Ana, California 92705

           

          
            	 	Re:	
                    Pooling
                      and Servicing Agreement, dated as of June 1, 2006, among Argent
                      Securities
                      Inc., Ameriquest Mortgage Company and Deutsche Bank National
                      Trust
                      Company, relating to Argent Securities Inc., Asset-Backed Pass-Through
                      Certificates, Series
                      2006-M1

                  


          

           

          Ladies
            and Gentlemen:

           

          Pursuant
            to Section 2.09 of the referenced Pooling and Servicing Agreement, Argent
            Securities Inc. has designated Subsequent Mortgage Loans to be sold to
            the Trust
            Fund on June 29, 2006 with an aggregate principal balance of $538,240,881.65
            as
            of June 1, 2006. Capitalized terms not otherwise defined herein have
            the meaning
            set forth in the Pooling and Servicing Agreement.

           

          Please
            acknowledge your receipt of this notice by countersigning the enclosed
            copy in
            the space indicated below and returning it to the attention of the
            undersigned.

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          


          
            	 	Very truly yours,
	 	 	 
	 	 	 
	 	ARGENT
                    SECURITIES INC.
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                    

                  
	 	Title:	 


          

           

          Acknowledged and Agreed:

           

          
            	 	 
	DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, as Trustee
	 
 	 
 
	By:  	 
	Name:   	
                    

                  
	Title:	 


          
 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          L

        


        


        FORM
          OF
          SUBSEQUENT TRANSFER INSTRUMENT

         

         

        

          SUBSEQUENT
            TRANSFER INSTRUMENT

           

          Pursuant
            to this Subsequent Transfer Instrument, dated June 29, 2006 (the “Instrument”),
            between Argent Securities Inc. as seller (the “Depositor”) and Deutsche Bank
            National Trust Company as trustee (the “Trustee”) of the Argent Securities Inc.,
            Asset-Backed Pass-Through Certificates, Series 2006-M1, and pursuant
            to the
            Pooling and Servicing Agreement, dated June 1, 2006 (the “Pooling and Servicing
            Agreement”), among the Depositor as depositor, Ameriquest Mortgage Company as
            master servicer and the Trustee, the Depositor and the Trustee agree
            to the sale
            by the Depositor and the purchase by the Trustee, on behalf of the Trust
            Fund,
            of the Mortgage Loans listed on the attached Schedule of Mortgage Loans
            (the
“Subsequent Mortgage Loans”).

           

          Capitalized
            terms used but not otherwise defined herein shall have the meanings set
            forth in
            the Pooling and Servicing Agreement.

           

          Section
            1.  Conveyance
            of Subsequent Mortgage Loans.

           

          (a)  The
            Depositor does hereby sell, transfer, assign, set over and convey to
            the Trustee
            on behalf of the Trust Fund, without recourse, all of its right, title
            and
            interest in and to the Subsequent Mortgage Loans, and including all amounts
            due
            on the Subsequent Mortgage Loans after the related Subsequent Cut-off
            Date, and
            all items with respect to the Subsequent Mortgage Loans to be delivered
            pursuant
            to Section 2.01 of the Pooling and Servicing Agreement; provided, however
            that
            the Depositor reserves and retains all right, title and interest in and
            to
            amounts due on the Subsequent Mortgage Loans on or prior to the related
            Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery
            of
            this Agreement, has delivered or caused to be delivered to the Trustee
            each item
            set forth in Section 2.01 of the Pooling and Servicing Agreement. The
            transfer
            to the Trustee by the Depositor of the Subsequent Mortgage Loans identified
            on
            the Mortgage Loan Schedule shall be absolute and is intended by the Depositor,
            the Master Servicer, the Trustee and the Certificateholders to constitute
            and to
            be treated as a sale by the Depositor to the Trust Fund.

           

          (b)  The
            Depositor, concurrently with the execution and delivery hereof, does
            hereby
            transfer, assign, set over and otherwise convey to the Trustee without
            recourse
            for the benefit of the Certificateholders all the right, title and interest
            of
            the Depositor, in, to and under the Subsequent Mortgage Loan Purchase
            Agreement,
            dated the date hereof, between the Depositor as purchaser and Ameriquest
            Mortgage Company as seller, to the extent of the Subsequent Mortgage
            Loans.

           

          (c)  Additional
            terms of the sale are set forth on Attachment A hereto.

           

          Section
            2.  Representations
            and Warranties; Conditions Precedent.

           

          (a)  The
            Depositor hereby confirms that each of the conditions precedent and the
            representations and warranties set forth in Section 2.09
            of
            the Pooling and Servicing Agreement are satisfied as of the date
            hereof.

           

          (b)  All
            terms
            and conditions of the Pooling and Servicing Agreement are hereby ratified
            and
            confirmed; provided, however, that in the event of any conflict, the
            provisions
            of this Instrument shall control over the conflicting provisions of the
            Pooling
            and Servicing Agreement.

           

          Section
            3.  Recordation
            of Instrument.

           

          To
            the
            extent permitted by applicable law, this Instrument, or a memorandum
            thereof if
            permitted under applicable law, is subject to recordation in all appropriate
            public offices for real property records in all of the counties or other
            comparable jurisdictions in which any or all of the properties subject
            to the
            Mortgages are situated, and in any other appropriate public recording
            office or
            elsewhere, such recordation to be effected by the Master Servicer at
            the
            Certificateholders' expense on direction of the related Certificateholders,
            but
            only when accompanied by an Opinion of Counsel to the effect that such
            recordation materially and beneficially affects the interests of the
            Certificateholders or is necessary for the administration or servicing
            of the
            Mortgage Loans.

           

          Section
            4.  Governing
            Law.

           

          This
            Instrument shall be construed in accordance with the laws of the State
            of New
            York and the obligations, rights and remedies of the parties hereunder
            shall be
            determined in accordance with such laws, without giving effect to principles
            of
            conflicts of law.

           

          Section
            5.  Counterparts.

           

          This
            Instrument may be executed in one or more counterparts and by the different
            parties hereto on separate counterparts, each of which, when so executed,
            shall
            be deemed to be an original; such counterparts, together, shall constitute
            one
            and the same instrument.

           

          Section
            6.  Successors
            and Assigns.

           

          This
            Instrument shall inure to the benefit of and be binding upon the Depositor,
            the
            Trustee and their respective successors and assigns.

           

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

                
                

              

            


            	 	 	 
	 	ARGENT
                    SECURITIES INC.
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                    

                  
	 	Title:	 




            	 	 	 
	 	DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                    

                  
	 	Title:	 




          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



          


           

          ATTACHMENTS

           

          A. Additional
            terms of sale.

          B. Schedule
            of Subsequent Mortgage Loans.

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



          ATTACHMENT
            A

           

          ADDITIONAL
            TERMS OF SALE

           

          A.  General

           

          1.  Subsequent
            Cut-off Date: June 1, 2006

          2.  Subsequent
            Transfer Date: June 29, 2006

          3.      
            Aggregate
            Principal Balance of the Subsequent Mortgage Loans as of the Subsequent
            Cut-off
            Date: $ 538,240,881.65

          4.  Purchase
            Price: 100.00%

          


           

          B. The
            following representations and warranties with respect to such Subsequent
            Mortgage Loan determined as of the related Subsequent Cut-off Date are
            true and
            correct: (i) the Mortgage Loan may not be 30 or more days delinquent
            as of the
            related Subsequent Cut-off Date; provided, however that the Subsequent
            Mortgage
            Loans may have a first payment date occurring on or after the Subsequent
            Cut-off
            Date and, therefore, such Mortgage Loans could not have been delinquent
            as of
            the Subsequent Cut-off Date; (ii) the remaining term to stated maturity
            of the
            Mortgage Loan will not be less than 113 months and will not exceed 360
            months
            from its first payment date; (iii) the Mortgage Loan will not provide
            for
            negative amortization; (iv) the Mortgage Loan will not have a loan-to-value
            ratio greater than 100.00%; (v) the Mortgage Loans will have, as of the
            related
            Subsequent Cut-off Date, a weighted average age since origination not
            in excess
            of 5 months;
            (vi) no
            Mortgage Loan will have a mortgage rate less than 6.000% or greater than
            13.500%;
            (vii)
            the Mortgage Loan will have been serviced by the Master Servicer since
            origination or purchase by the Seller in accordance with its standard
            servicing
            practices; (viii) the Mortgage Loan will have a first payment date occurring
            on
            or before September 1, 2006; (ix) the Mortgage Loan will have a principal
            balance no greater than $1,688,695 and (x) the Subsequent Mortgage Loan
            shall
            have been underwritten in accordance with the criteria set forth under
            the
            section “The Mortgage Pool—Underwriting Standards of the Originator” in the
            Prospectus Supplement. 

           

          


           

          C. Following
            the purchase of any Subsequent Group I Mortgage Loan by the Trust, the
            Group I
            Mortgage Loans (including the Subsequent Group I Mortgage Loans) will
            as of the
            related Subsequent Cut-off Date: (i) have a weighted average original
            term to
            stated maturity of not more than 360 months from the first payment date
            thereon;
            (ii) have a weighted average Mortgage Rate of not
            less
            than 8.681% and
            not
            more than 8.781%;
            (iii)
            have a weighted average loan-to-value ratio of not more than 79.71%,
            (iv)
            have no Mortgage Loan with a principal balance in excess of Freddie Mac
            loan
            limits, (v) consist of Mortgage Loans with prepayment charges representing
            no
            less than approximately 55.94%
            of the
            Group I Mortgage Loans, (vi) with respect to the adjustable-rate Group
            I
            Mortgage Loans, have a weighted average Gross Margin of not less than
            5.907%,
            (vii)
            have a weighted average FICO score of not less than 599 and (viii) have
            no more
            than 18.54%
            of the
            Group I Mortgage Loans with a FICO score of less than 540. For purposes
            of the
            calculations described in this paragraph, percentages of the Group I
            Mortgage
            Loans will be based on the principal balance of the Initial Mortgage
            Loans in
            loan group I as of the Cut-off Date and the principal balance of the
            Subsequent
            Group I Mortgage Loans as of the related Subsequent Cut-off Date.

           

          


           

          D. Following
            the purchase of any Subsequent Group II Mortgage Loan by the Trust, the
            Group II
            Mortgage Loans (including the Subsequent Group II Mortgage Loans) will
            as of the
            related Subsequent Cut-off Date: (i) have a weighted average original
            term to
            stated maturity of not more than 360 months from the first payment date
            thereon;
            (ii) have a weighted average Mortgage Rate of not less than
            8.388%
            and not
            more than 8.488%;
            (iii)
            have a weighted average loan-to-value ratio of not more than 82.38%,
            (iv)
            have no Mortgage Loan with a principal balance in excess of $1,688,695,
            (v)
            consist of Mortgage Loans with prepayment charges representing no less
            than
            approximately 64.79%
            of the
            Group II Mortgage Loans (vi) with respect to the adjustable-rate Group
            II
            Mortgage Loans, have a weighted average Gross Margin of not less than
            5.967%,
            (vii)
            have a weighted average FICO score of not less than 632
            and
            (viii) have no more than 6.46%
            of the
            Group II Mortgage Loans with a FICO score of less than 540. For purposes
            of the
            calculations described in this paragraph, percentages of the Group II
            Mortgage
            Loans will be based on the principal balance of the Initial Mortgage
            Loans in
            loan group II as of the Cut-off Date and the principal balance of the
            Subsequent
            Group II Mortgage Loans as of the related Subsequent Cut-off Date.

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          ATTACHMENT
            B

           

          SCHEDULE
            OF SUBSEQUENT MORTGAGE LOANS

           

          Available
            Upon Request

           

          


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          M

         

        SERVICING
          CRITERIA TO BE ADDRESSED

        IN
          ASSESSMENT OF COMPLIANCE

         

        Key:

        X
          -
          obligation

        


        Where
          there are multiple checks for criteria the attesting party will identify
          in
          their management assertion that they are attesting only to the portion
          of the
          distribution chain they are responsible for in the related transaction
          agreements.

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Master
                    Servicer

                	
                  Trustee

                
	 	
                  General
                    Servicing Considerations

                	 	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                	
                  X

                
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.


                	
                  X

                	
                  X

                
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the Pool Assets are maintained. 

                	 	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements. 

                	
                  X

                	 
	 	
                  Cash
                    Collection and Administration

                	 	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements. 

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel. 

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction agreements.
                    

                	
                  X

                	 
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of over collateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements. 

                	 	
                  X

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange Act.
                    

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.
                    

                	 	 
	
                  1122(d)(2)(vii)
                    

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements. 

                	
                  X

                	
                  X

                
	 	
                  Investor
                    Remittances and Reporting

                	 	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of Pool Assets serviced by the Master Servicer.
                    

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements. 

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Master
                    Servicer’s investor records, or such other number of days specified in
                    the
                    transaction agreements. 

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank statements.
                    

                	
                  X

                	
                  X

                
	 	
                  Pool
                    Asset Administration

                	 	 
	
                  1122(d)(4)(i)
                    

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents. 

                	
                  X

                	 
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements 

                	
                  X

                	
                  X

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements. 

                	
                  X

                	
                  X

                
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the Master Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents. 

                	
                  X

                	 
	
                  1122(d)(4)(v)

                	
                  The
                    Master Servicer’s records regarding the pool assets agree with the Master
                    Servicer’s records with respect to an obligor’s unpaid principal balance.
                    

                	
                  X

                	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's pool assets
                    (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents. 

                	
                  X

                	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements. 

                	
                  X

                	 
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent pool assets including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or unemployment).
                    

                	
                  X

                	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed based on the related pool asset documents. 

                	
                  X

                	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 30
                    calendar
                    days of full repayment of the related pool assets, or such other
                    number of
                    days specified in the transaction agreements. 

                	
                  X

                	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements. 

                	
                  X

                	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the Master Servicer’s funds and not charged to
                    the obligor, unless the late payment was due to the obligor’s error or
                    omission. 

                	
                  X

                	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements. 

                	
                  X

                	 
	
                  1122(d)(4)(xiv)
                    

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements. 

                	
                  X

                	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements. 

                	 	 


        

        


         

        


        EXHIBIT
          N

        FORM
          10-D, FORM 8-K AND FORM 10-K

        REPORTING
          RESPONSIBILITY

        


        As
          to
          each item described below, the entity indicated as the Responsible Party
          shall
          be primarily responsible for reporting the information pursuant to Section
          4.06.
          If the Trustee is indicated below as to any item, then the Trustee is primarily
          responsible for obtaining that information. 

        


        Under
          Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
          included in the periodic Distribution Date statement under Section 4.02,
          provided by the Trustee based on information received from the Master Servicer
          and the Depositor, as applicable; and b) items marked “Form 10-D report” are
          required to be in the Form 10-D report but not the 4.02 statement, provided
          by
          the party indicated. Information under all other Items of Form 10-D is
          to be
          included in the Form 10-D report.

        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Responsible
                    Party

                
	
                  10-D

                	
                  Must
                    be filed within 15 days of the Distribution Date.

                
	
                  1

                	
                  Distribution
                    and Pool Performance Information

                	
                   

                
	
                  Item
                    1121(a) - Distribution and Pool Performance
                    Information

                	
                   

                
	
                  (1)
                    Any applicable record dates, accrual dates, determination dates
                    for
                    calculating distributions and actual distribution dates for the
                    distribution period.

                	
                  4.02
                    statement

                
	
                  (2)
                    Cash flows received and the sources thereof for distributions,
                    fees and
                    expenses.

                	
                  4.02
                    statement

                
	
                  (3)
                    Calculated amounts and distribution of the flow of funds for
                    the period
                    itemized by type and priority of payment, including:

                	
                  4.02
                    statement

                
	
                  (i)
                    Fees or expenses accrued and paid, with an identification of
                    the general
                    purpose of such fees and the party receiving such fees or
                    expenses.

                	
                  4.02
                    statement

                
	
                  (ii)
                    Payments accrued or paid with respect to enhancement or other
                    support
                    identified in Item 1114 of Regulation AB (such as insurance premiums
                    or
                    other enhancement maintenance fees), with an identification of
                    the general
                    purpose of such payments and the party receiving such
                    payments.

                	
                  4.02
                    statement

                
	
                  (iii)
                    Principal, interest and other distributions accrued and paid
                    on the
                    asset-backed securities by type and by class or series and any
                    principal
                    or interest shortfalls or carryovers.

                	
                  4.02
                    statement

                
	
                  (iv)
                    The amount of excess cash flow or excess spread and the disposition
                    of
                    excess cash flow.

                	
                  4.02
                    statement

                
	
                  (4)
                    Beginning and ending principal balances of the asset-backed
                    securities.

                	
                  4.02
                    statement

                
	
                  (5)
                    Interest rates applicable to the pool assets and the asset-backed
                    securities, as applicable. 

                	
                  4.02
                    statement

                
	
                  (6)
                    Beginning and ending balances of transaction accounts, such as
                    reserve
                    accounts, and material account activity during the period.

                	
                  4.02
                    statement

                
	
                  (7)
                    Any amounts drawn on any credit enhancement or other support
                    identified in
                    Item 1114 of Regulation AB, as applicable, and the amount of
                    coverage
                    remaining under any such enhancement, if known and
                    applicable.

                	
                  Depositor

                
	
                  (8)
                    Number and amount of pool assets at the beginning and ending
                    of each
                    period, and updated pool composition information, such as weighted
                    average
                    coupon, weighted average life, weighted average remaining term,
                    pool
                    factors and prepayment amounts.

                	
                  4.02
                    statement

                   

                  Updated
                    pool composition information fields to be as specified by
                    Depositor

                
	
                  (9)
                    Delinquency and loss information for the period. 

                   

                  In
                    addition, describe any material changes to the information specified
                    in
                    Item 1100(b)(5) of Regulation AB regarding the pool
                    assets.

                	
                  4.02
                    statement.

                   

                   

                  Form
                    10-D report: Depositor

                
	
                  (10)
                    Information on the amount, terms and general purpose of any advances
                    made
                    or reimbursed during the period, including the general use of
                    funds
                    advanced and the general source of funds for
                    reimbursements.

                	
                  4.02
                    statement

                
	
                  (11)
                    Any material modifications, extensions or waivers to pool asset
                    terms,
                    fees, penalties or payments during the distribution period or
                    that have
                    cumulatively become material over time.

                	
                  Form
                    10-D report: Master Servicer

                
	
                  (12)
                    Material breaches of pool asset representations or warranties
                    or
                    transaction covenants.

                	
                  Form
                    10-D report: Depositor/Trustee (to the extent of written notice
                    received)

                
	
                  (13)
                    Information on ratio, coverage or other tests used for determining
                    any
                    early amortization, liquidation or other performance trigger
                    and whether
                    the trigger was met.

                	
                  4.02
                    statement

                
	
                  (14)
                    Information regarding any new issuance of asset-backed securities
                    backed
                    by the same asset pool, 

                  [information
                    regarding] any pool asset changes (other than in connection with
                    a pool
                    asset converting into cash in accordance with its terms), such
                    as
                    additions or removals in connection with a prefunding or revolving
                    period
                    and pool asset substitutions and repurchases (and purchase rates,
                    if
                    applicable), and cash flows available for future purchases, such
                    as the
                    balances of any prefunding or revolving accounts, if
                    applicable.

                  Disclose
                    any material changes in the solicitation, credit-granting, underwriting,
                    origination, acquisition or pool selection criteria or procedures,
                    as
                    applicable, used to originate, acquire or select the new pool
                    assets.

                	
                  Form
                    10-D report: Depositor

                   

                  Form
                    10-D report: Depositor

                   

                   

                   

                   

                  Form
                    10-D report: Depositor

                
	
                  Item
                    1121(b) - Pre-Funding or Revolving Period Information

                  Updated
                    pool information as required under Item 1121(b).

                	
                  Depositor

                
	
                  2

                	
                  Legal
                    Proceedings

                	
                   

                
	
                  Item
                    1117 - Legal proceedings pending against the following entities,
                    or their
                    respective property, that is material to Certificateholders,
                    including
                    proceedings known to be contemplated by governmental authorities
                    (excluding loan level legal proceedings):

                  Seller

                  Depositor

                  Trustee

                  Issuing
                    entity

                  Master
                    Servicer

                  Originator
                    

                  Custodian

                	
                   

                   

                   

                  Seller

                  Depositor

                  Trustee

                  Depositor

                  Master
                    Servicer

                  Originator

                  Custodian

                
	
                  3

                	
                  Sales
                    of Securities and Use of Proceeds

                	
                   

                
	
                  Information
                    from Item 2(a) of Part II of Form 10-Q:

                   

                  With
                    respect to any sale of securities by the sponsor, depositor or
                    issuing
                    entity, that are backed by the same asset pool or are otherwise
                    issued by
                    the issuing entity, whether or not registered, provide the sales
                    and use
                    of proceeds information in Item 701 of Regulation S-K. Pricing
                    information
                    can be omitted if securities were not registered.

                	
                   

                   

                   

                  Depositor

                
	
                  4

                	
                  Defaults
                    Upon Senior Securities

                	
                   

                
	
                  Information
                    from Item 3 of Part II of Form 10-Q:

                   

                  Report
                    the occurrence of any Event of Default (after expiration of any
                    grace
                    period and provision of any required notice)

                	
                   

                   

                   

                  Trustee

                
	
                  5

                	
                  Submission
                    of Matters to a Vote of Security Holders

                	
                   

                
	
                  Information
                    from Item 4 of Part II of Form 10-Q

                	
                  Trustee
                    (to the extent of actual knowledge); Depositor

                
	
                  6

                	
                  Significant
                    Obligors of Pool Assets

                	
                   

                
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information*

                	
                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Item.

                	
                   

                
	
                  7

                	
                  Significant
                    Enhancement Provider Information

                	
                   

                
	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information*

                  Determining
                    applicable disclosure threshold

                  Obtaining
                    required financial information or effecting incorporation by
                    reference

                	
                   

                  Depositor

                
	
                  Item
                    1115(b) - Derivative Counterparty Financial Information*

                  Determining
                    current maximum probable exposure

                  Determining
                    current significance percentage

                  Obtaining
                    required financial information or effecting incorporation by
                    reference

                	
                   

                   

                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Items.

                	
                   

                
	
                  8

                	
                  Other
                    Information

                	
                   

                
	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    period
                    covered by the Form 10-D but not reported

                	
                  The
                    Responsible Party for the applicable Form 8-K item as indicated
                    below

                
	
                  9

                	
                  Exhibits

                	
                   

                
	
                  Distribution
                    report

                	
                  Trustee

                
	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	
                  Depositor

                
	
                  8-K

                	
                  Must
                    be filed within four business days of an event reportable on
                    Form
                    8-K.

                
	
                  1.01

                	
                  Entry
                    into a Material Definitive Agreement

                	
                   

                
	
                  Disclosure
                    is required regarding entry into or amendment of any definitive
                    agreement
                    that is material to the securitization, even if depositor is
                    not a party.
                    

                  Examples:
                    servicing agreement, custodial agreement.

                  Note:
                    disclosure not required as to definitive agreements that are
                    fully
                    disclosed in the prospectus

                	
                  Depositor

                
	
                  1.02

                	
                  Termination
                    of a Material Definitive Agreement

                	
                   

                
	
                  Disclosure
                    is required regarding termination of any definitive agreement
                    that is
                    material to the securitization (other than expiration in accordance
                    with
                    its terms), even if depositor is not a party. 

                  Examples:
                    servicing agreement, custodial agreement.

                	
                  Depositor

                
	
                  1.03

                	
                  Bankruptcy
                    or Receivership

                	
                   

                
	
                  Disclosure
                    is required regarding the bankruptcy or receivership, if known
                    to the
                    Master Servicer, with respect to any of the following: 

                  Sponsor
                    (Seller), Depositor, Master Servicer, Trustee, Cap Provider,
                    Custodian

                	
                  Master
                    Servicer/Depositor (to the extent of actual knowledge)

                
	
                  2.04

                	
                  Triggering
                    Events that Accelerate or Increase a Direct Financial Obligation
                    or an
                    Obligation under an Off-Balance Sheet Arrangement

                	
                   

                
	
                  Includes
                    an early amortization, performance trigger or other event, including
                    event
                    of default, that would materially alter the payment priority/distribution
                    of cash flows/amortization schedule.

                  Disclosure
                    will be made of events other than waterfall triggers which are
                    disclosed
                    in the 4.02 statement

                	
                  Trustee,
                    Depositor, Master Servicer

                
	
                  3.03

                	
                  Material
                    Modification to Rights of Security Holders

                	
                   

                
	
                  Disclosure
                    is required of any material modification to documents defining
                    the rights
                    of Certificateholders, including the Pooling and Servicing
                    Agreement

                	
                  Depositor

                
	
                  5.03

                	
                  Amendments
                    to Articles of Incorporation or Bylaws; Change in Fiscal
                    Year

                	
                   

                
	
                  Disclosure
                    is required of any amendment “to the governing documents of the issuing
                    entity”

                	
                  Depositor

                
	
                  5.06

                	
                  Change
                    in Shell Company Status

                	
                   

                
	
                  [Not
                    applicable to ABS issuers]

                	
                  Depositor

                
	
                  6.01

                	
                  ABS
                    Informational and Computational Material

                	
                   

                
	
                  [Not
                    included in reports to be filed under Section 4.07]

                	
                  Depositor

                
	
                  6.02

                	
                  Change
                    of Master Servicer or Trustee

                	
                   

                
	
                  Requires
                    disclosure of any removal, replacement, substitution or addition
                    of any
                    master servicer, affiliated servicer, other servicer servicing
                    10% or more
                    of pool assets at time of report, other material servicers, certificate
                    administrator or trustee. Reg AB disclosure about any new servicer
                    or
                    trustee is also required.

                	
                  Trustee
                    or Master Servicer

                
	
                  6.03

                	
                  Change
                    in Credit Enhancement or Other External Support

                	
                   

                
	
                  Covers
                    termination of any enhancement in manner other than by its terms,
                    the
                    addition of an enhancement, or a material change in the enhancement
                    provided. Applies to external credit enhancements as well as
                    derivatives.
                    Reg AB disclosure about any new enhancement provider is also
                    required.

                	
                  Depositor
                    or Trustee (to the extent of actual knowledge)

                
	
                  6.04

                	
                  Failure
                    to Make a Required Distribution

                	
                  Trustee

                
	
                  6.05

                	
                  Securities
                    Act Updating Disclosure

                	
                   

                
	
                  If
                    any material pool characteristic differs by 5% or more at the
                    time of
                    issuance of the securities from the description in the final
                    prospectus,
                    provide updated Reg AB disclosure about the actual asset
                    pool.

                	
                  Depositor

                
	
                  If
                    there are any new servicers or originators required to be disclosed
                    under
                    Regulation AB as a result of the foregoing, provide the information
                    called
                    for in Items 1108 and 1110 respectively.

                	
                  Depositor

                
	
                  7.01

                	
                  Regulation
                    FD Disclosure

                	
                  Depositor

                
	
                  8.01

                	
                  Other
                    Events

                	
                   

                
	
                  Any
                    event, with respect to which information is not otherwise called
                    for in
                    Form 8-K, that the registrant deems of importance to security
                    holders.

                	
                  Depositor

                
	
                  9.01

                	
                  Financial
                    Statements and Exhibits

                	
                  The
                    Responsible Party applicable to reportable event

                
	
                  10-K

                	
                  Must
                    be filed within 90 days of the fiscal year end for the
                    registrant.

                
	
                  9B

                	
                  Other
                    Information

                	
                   

                
	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    fourth
                    quarter covered by the Form 10-K but not reported

                	
                  The
                    Responsible Party for the applicable Form 8-K item as indicated
                    above

                
	
                  15

                	
                  Exhibits
                    and Financial Statement Schedules

                	
                   

                
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information

                	
                  Depositor

                
	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information

                  Determining
                    applicable disclosure threshold

                  Obtaining
                    required financial information or effecting incorporation by
                    reference

                	
                   

                  Depositor

                
	
                  Item
                    1115(b) - Derivative Counterparty Financial Information

                  Determining
                    current maximum probable exposure

                  Determining
                    current significance percentage

                  Obtaining
                    required financial information or effecting incorporation by
                    reference

                	
                   

                   

                   

                  Depositor

                
	
                  Seller

                  Depositor

                  Trustee

                  Issuing
                    entity

                  Master
                    Servicer

                  Originator
                    

                  Custodian

                	
                  Seller

                  Depositor

                  Trustee

                  Issuing
                    entity

                  Master
                    Servicer

                  Originator
                    

                  Custodian

                
	
                  Item
                    1119 - Affiliations and relationships, as applicable, between
                    the
                    following entities, or their respective affiliates, that are
                    material to
                    Certificateholders:

                  Seller

                  Depositor

                  Trustee

                  Issuing
                    entity

                  Master
                    Servicer

                  Originator
                    

                  Custodian
                    

                  Credit
                    Enhancer/Support Provider, if any

                  Significant
                    Obligor, if any

                	
                   

                   

                  Seller

                  Depositor

                  Trustee

                  Issuing
                    entity

                  Master
                    Servicer

                  Originator
                    

                  Custodian
                    

                  Depositor

                  Depositor

                
	
                  Item
                    1122 - Assessment of Compliance with Servicing
                    Criteria

                	
                  Each
                    Party participating in the servicing function

                
	
                  Item
                    1123 -Servicer Compliance Statement

                	
                  Master
                    Servicer

                


        

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
 

        SCHEDULE
          1

         

        MORTGAGE
          LOAN SCHEDULE

         

        AVAILABLE
          UPON REQUEST

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


         

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