Unassociated Document


    ACE
      SECURITIES CORP.

    Depositor

     

    OCWEN
      LOAN SERVICING, LLC

    Servicer

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    Master
      Servicer and Securities Administrator

     

    


    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

     

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of July 1, 2006

    


     

    ACE
      Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4

    Asset
      Backed Pass-Through Certificates

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE
      OF
      CONTENTS

     

    ARTICLE
      I  

    DEFINITIONS

     

    
      	
              SECTION
                1.01.

            	
              Defined
                Terms.

            	 


    

    
      	
              SECTION
                1.02.

            	
              Allocation
                of Certain Interest Shortfalls.

            	 


    

     

    ARTICLE
      II 

    CONVEYANCE
      OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

     

    
      	
              SECTION
                2.01.

            	
              Conveyance
                of the Mortgage Loans.

            	 


    

    
      	
              SECTION
                2.02.

            	
              Acceptance
                of REMIC I by Trustee.

            	 


    

    
      	
              SECTION
                2.03.

            	
              Repurchase
                or Substitution of Mortgage Loans.

            	 


    

    
      	
              SECTION
                2.04.

            	
              Representations
                and Warranties of the Master Servicer.

            	 


    

    
      	
              SECTION
                2.05.

            	
              Representations,
                Warranties and Covenants of the 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 and REMIC
                III by
                the Trustee.

            	 


    

    
      	
              SECTION
                2.08.

            	
              Issuance
                of the Residual Certificates.

            	 


    

    
      	
              SECTION
                2.09.

            	
              Establishment
                of the Trust.

            	 


    

    
      	
              SECTION
                2.10.

            	
              Purpose
                and Powers of the Trust.

            	 


    

     

    ARTICLE
      III 

    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

     

    
      	
              SECTION
                3.01.

            	
              The
                Servicer to Act as Servicer.

            	 


    

    
      	
              SECTION
                3.02.

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

            	 


    

    
      	
              SECTION
                3.03.

            	
              Successor
                Sub-Servicers.

            	 


    

    
      	
              SECTION
                3.04.

            	
              No
                Contractual Relationship Between Sub-Servicer, Subcontractor, Trustee
                or
                the Certificateholders.

            	 


    

    
      	
              SECTION
                3.05.

            	
              Assumption
                or Termination of Sub-Servicing Agreement by Successor
                Servicer.

            	 


    

    
      	
              SECTION
                3.06.

            	
              Collection
                of Certain Mortgage Loan Payments.

            	 


    

    
      	
              SECTION
                3.07.

            	
              Collection
                of Taxes, Assessments and Similar Items; Servicing
                Accounts.

            	 


    

    
      	
              SECTION
                3.08.

            	
              Collection
                Account and Distribution Account.

            	 


    

    
      	
              SECTION
                3.09.

            	
              Withdrawals
                from the Collection Account and Distribution Account.

            	 


    

    
      	
              SECTION
                3.10.

            	
              Investment
                of Funds in the Investment Accounts.

            	 


    

    
      	
              SECTION
                3.11.

            	
              Maintenance
                of Hazard Insurance, Errors and Omissions and Fidelity Coverage and
                Primary Mortgage Insurance.

            	 


    

    
      	
              SECTION
                3.12.

            	
              Enforcement
                of Due-on-Sale Clauses; Assumption Agreements

            	 


    

    
      	
              SECTION
                3.13.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	 


    

    
      	
              SECTION
                3.14.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            	 


    

    
      	
              SECTION
                3.15.

            	
              Servicing
                Compensation.

            	 


    

    
      	
              SECTION
                3.16.

            	
              Collection
                Account Statements.

            	 


    

    
      	
              SECTION
                3.17.

            	
              Annual
                Statement as to Compliance.

            	 


    

    
      	
              SECTION
                3.18.

            	
              Assessments
                of Compliance and Attestation Reports.

            	 


    

    
      	
              SECTION
                3.19.

            	
              [Reserved].

            	 


    

    
      	
              SECTION
                3.20.

            	
              Annual
                Certification; Additional Information.

            	 


    

    
      	
              SECTION
                3.21.

            	
              Access
                to Certain Documentation.

            	 


    

    
      	
              SECTION
                3.22.

            	
              Title,
                Management and Disposition of REO Property.

            	 


    

    
      	
              SECTION
                3.23.

            	
              Obligations
                of the Servicer in Respect of Prepayment Interest Shortfalls; Relief
                Act
                Interest Shortfalls.

            	 


    

    
      	
              SECTION
                3.24.

            	
              Obligations
                of the Servicer in Respect of Mortgage Rates and Monthly
                Payments.

            	 


    

    
      	
              SECTION
                3.25.

            	
              Reserve
                Fund.

            	 


    

    
      	
              SECTION
                3.26.

            	
              Advance
                Facility.

            	 


    

    
      	
              SECTION
                3.27.

            	
              Indemnification.

            	 


    

     

    ARTICLE
      IV 

    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE MASTER SERVICER

     

    
      	
              SECTION
                4.01.

            	
              Master
                Servicer.

            	 


    

    
      	
              SECTION
                4.02.

            	
              REMIC-Related
                Covenants.

            	 


    

    
      	
              SECTION
                4.03.

            	
              Monitoring
                of Servicer.

            	 


    

    
      	
              SECTION
                4.04.

            	
              Fidelity
                Bond.

            	 


    

    
      	
              SECTION
                4.05.

            	
              Power
                to Act; Procedures.

            	 


    

    
      	
              SECTION
                4.06.

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	 


    

    
      	
              SECTION
                4.07.

            	
              Documents,
                Records and Funds in Possession of Master Servicer To Be Held for
                Trustee.

            	 


    

    
      	
              SECTION
                4.08.

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            	 


    

    
      	
              SECTION
                4.09.

            	
              Presentment
                of Claims and Collection of Proceeds.

            	 


    

    
      	
              SECTION
                4.10.

            	
              Maintenance
                of Primary Mortgage Insurance Policies.

            	 


    

    
      	
              SECTION
                4.11.

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            	 


    

    
      	
              SECTION
                4.12.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	 


    

    
      	
              SECTION
                4.13.

            	
              Compensation
                for the Master Servicer.

            	 


    

    
      	
              SECTION
                4.14.

            	
              REO
                Property.

            	 


    

    
      	
              SECTION
                4.15.

            	
              Master
                Servicer Annual Statement of Compliance.

            	 


    

    
      	
              SECTION
                4.16.

            	
              Master
                Servicer Assessments of Compliance.

            	 


    

    
      	
              SECTION
                4.17.

            	
              Master
                Servicer Attestation Reports.

            	 


    

    
      	
              SECTION
                4.18.

            	
              Annual
                Certification.

            	 


    

    
      	
              SECTION
                4.19.

            	
              Obligation
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            	 


    

    
      	
              SECTION
                4.20.

            	
              Prepayment
                Penalty Verification.

            	 


    

     

    ARTICLE
      V


    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    
      	
              SECTION
                5.01.

            	
              Distributions.

            	 


    

    
      	
              SECTION
                5.02.

            	
              Statements
                to Certificateholders.

            	 


    

    
      	
              SECTION
                5.03.

            	
              Servicer
                Reports; P&I Advances.

            	 


    

    
      	
              SECTION
                5.04.

            	
              Allocation
                of Realized Losses.

            	 


    

    
      	
              SECTION
                5.05.

            	
              Compliance
                with Withholding Requirements.

            	 


    

    
      	
              SECTION
                5.06.

            	
              Reports
                Filed with Securities and Exchange Commission.

            	 


    

    
      	
              SECTION
                5.07.

            	
              Supplemental
                Interest Trust.

            	 


    

    
      	
              SECTION
                5.08.

            	
              Tax
                Treatment of Swap Payments and Swap Termination Payments.

            	 


    

     

    ARTICLE
      VI 

    THE
      CERTIFICATES

     

    
      	
              SECTION
                6.01.

            	
              The
                Certificates.

            	 


    

    
      	
              SECTION
                6.02.

            	
              Registration
                of Transfer and Exchange of Certificates.

            	 


    

    
      	
              SECTION
                6.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	 


    

    
      	
              SECTION
                6.04.

            	
              Persons
                Deemed Owners.

            	 


    

    
      	
              SECTION
                6.05.

            	
              Certain
                Available Information.

            	 


    

     

    ARTICLE
      VII 

    THE
      DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

     

    
      	
              SECTION
                7.01.

            	
              Liability
                of the Depositor, the Servicer and the Master Servicer.

            	 


    

    
      	
              SECTION
                7.02.

            	
              Merger
                or Consolidation of the Depositor, the Servicer or the Master
                Servicer.

            	 


    

    
      	
              SECTION
                7.03.

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

            	 


    

    
      	
              SECTION
                7.04.

            	
              Limitation
                on Resignation of the Servicer.

            	 


    

    
      	
              SECTION
                7.05.

            	
              Limitation
                on Resignation of the Master Servicer.

            	 


    

    
      	
              SECTION
                7.06.

            	
              Assignment
                of Master Servicing.

            	 


    

    
      	
              SECTION
                7.07.

            	
              Rights
                of the Depositor in Respect of the Servicer and the Master
                Servicer.

            	 


    

    
      	
              SECTION
                7.08.

            	
              Duties
                of the Credit Risk Manager.

            	 


    

    
      	
              SECTION
                7.09.

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            	 


    

    
      	
              SECTION
                7.10.

            	
              Removal
                of the Credit Risk Manager.

            	 


    

     

    ARTICLE
      VIII 

    DEFAULT

     

    
      	
              SECTION
                8.01.

            	
              Servicer
                Events of Default.

            	 


    

    
      	
              SECTION
                8.02.

            	
              Master
                Servicer to Act; Appointment of Successor.

            	 


    

    
      	
              SECTION
                8.03.

            	
              Notification
                to Certificateholders.

            	 


    

    
      	
              SECTION
                8.04.

            	
              Waiver
                of Events of Default.

            	 


    

     

    ARTICLE
      IX 

    CONCERNING
      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    
      	
              SECTION
                9.01.

            	
              Duties
                of Trustee and Securities Administrator.

            	 


    

    
      	
              SECTION
                9.02.

            	
              Certain
                Matters Affecting Trustee and Securities Administrator.

            	 


    

    
      	
              SECTION
                9.03.

            	
              Trustee
                and Securities Administrator not Liable for Certificates or Mortgage
                Loans.

            	 


    

    
      	
              SECTION
                9.04.

            	
              Trustee
                and Securities Administrator May Own Certificates.

            	 


    

    
      	
              SECTION
                9.05.

            	
              Fees
                and Expenses of Trustee, Custodians and Securities
                Administrator.

            	 


    

    
      	
              SECTION
                9.06.

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            	 


    

    
      	
              SECTION
                9.07.

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            	 


    

    
      	
              SECTION
                9.08.

            	
              Successor
                Trustee or Securities Administrator.

            	 


    

    
      	
              SECTION
                9.09.

            	
              Merger
                or Consolidation of Trustee or Securities Administrator.

            	 


    

    
      	
              SECTION
                9.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	 


    

    
      	
              SECTION
                9.11.

            	
              Appointment
                of Office or Agency.

            	 


    

    
      	
              SECTION
                9.12.

            	
              Representations
                and Warranties.

            	 


    

     

    ARTICLE
      X


    TERMINATION

     

    
      	
              SECTION
                10.01.

            	
              Termination
                Upon Repurchase or Liquidation of All Mortgage Loans.

            	 


    

    
      	
              SECTION
                10.02.

            	
              Additional
                Termination Requirements.

            	 


    

     

    ARTICLE
      XI 

    REMIC
      PROVISIONS

     

    
      	
              SECTION
                11.01.

            	
              REMIC
                Administration.

            	 


    

    
      	
              SECTION
                11.02.

            	
              Prohibited
                Transactions and Activities.

            	 


    

    
      	
              SECTION
                11.03.

            	
              Indemnification.

            	 


    

     

    ARTICLE
      XII 

    MISCELLANEOUS
      PROVISIONS

     

    
      	
              SECTION
                12.01.

            	
              Amendment.

            	 


    

    
      	
              SECTION
                12.02.

            	
              Recordation
                of Agreement; Counterparts.

            	 


    

    
      	
              SECTION
                12.03.

            	
              Limitation
                on Rights of Certificateholders.

            	 


    

    
      	
              SECTION
                12.04.

            	
              Governing
                Law.

            	 


    

    
      	
              SECTION
                12.05.

            	
              Notices.

            	 


    

    
      	
              SECTION
                12.06.

            	
              Severability
                of Provisions.

            	 


    

    
      	
              SECTION
                12.07.

            	
              Notice
                to Rating Agencies.

            	 


    

    
      	
              SECTION
                12.08.

            	
              Article
                and Section References.

            	 


    

    
      	
              SECTION
                12.09.

            	
              Grant
                of Security Interest.

            	 


    

    
      	
              SECTION
                12.10.

            	
              Survival
                of Indemnification.

            	 


    

    
      	
              SECTION
                12.11.

            	
              Intention
                of the Parties and Interpretation.

            	 


    

    
      	
              SECTION
                12.12.

            	
              Indemnification.

            	 


    

     

    Exhibits

    

      
        	
                Exhibit
                  A-1

              	
                Form
                  of Class A Certificate

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class M Certificate

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class CE Certificate

              
	
                Exhibit
                  A-4

              	
                Form
                  of Class P Certificate

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class R Certificate

              
	
                Exhibit
                  B-1

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

              
	
                Exhibit
                  B-2

              	
                Form
                  of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of the Class P Certificates,
                  Class CE
                  Certificates and Residual Certificates Pursuant to Rule 501(a)
                  Under the
                  Securities Act

              
	
                Exhibit
                  B-3

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

              
	
                Exhibit
                  C

              	
                Form
                  of Back-Up Certification

              
	
                Exhibit
                  D

              	
                Form
                  of Power of Attorney

              
	
                Exhibit
                  E

              	
                Servicing
                  Criteria

              
	
                Exhibit
                  F

              	
                Mortgage
                  Loan Purchase Agreement between the Sponsor and the
                  Depositor

              
	
                Exhibit
                  G

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

              
	
                Exhibit
                  H

              	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  I

              	
                Swap
                  Agreement

              
	
                Exhibit
                  J

              	
                Cap
                  Contracts

              
	 	 
	
                Schedule
                  1

              	
                Mortgage
                  Loan Schedule

              
	
                Schedule
                  2

              	
                Prepayment
                  Charge Schedule

              
	
                Schedule
                  3

              	
                Reserved

              
	
                Schedule
                  4

              	
                Standard
                  File Layout - Delinquency Reporting

              
	
                Schedule
                  5

              	
                Standard
                  File Layout - Master Servicing

              
	
                Schedule
                  6

              	
                Data
                  Requirements of Servicing Advances Incurred Prior to Cut-off
                  Date

              


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        



    

    This
      Pooling and Servicing Agreement, is dated and effective as of July 1, 2006,
      among ACE SECURITIES CORP., as Depositor, OCWEN LOAN SERVICING, LLC, as
      Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer and
      Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION, as
      Trustee.

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates to be issued hereunder
      in
      multiple classes, which in the aggregate will evidence the entire beneficial
      ownership interest of the Trust Fund created hereunder. The Trust Fund will
      consist of a segregated pool of assets comprised of the Mortgage Loans and
      certain other related assets subject to this Agreement.

     

    REMIC
      I

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the Mortgage Loans and certain other related assets
      subject to this Agreement (other than the Reserve Fund and, for the avoidance
      of
      doubt, the Supplemental Interest Trust, the Cap Contracts and the Swap
      Agreement) as a REMIC for federal income tax purposes, and such segregated
      pool
      of assets will be designated as “REMIC I”. The Class R-I Interest will be 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 will be
      certificated.

    

      
        	
                Designation

              	 	
                REMIC
                  I

                Remittance
                  Rate

              	 	
                 Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              	 
	
                I

              	 	
                Variable(2)

              	 	
                $

              	
                40,894,361.79
                  

              	 	
                August
                  25, 2036

              	 
	
                I-1-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,004,445.26
                  

              	 	
                August
                  25, 2036

              	 
	
                I-1-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,004,445.26
                  

              	 	
                August
                  25, 2036

              	 
	
                I-2-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,408,923.58
                  

              	 	
                August
                  25, 2036

              	 
	
                I-2-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,408,923.58
                  

              	 	
                August
                  25, 2036

              	 
	
                I-3-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,784,793.85
                  

              	 	
                August
                  25, 2036

              	 
	
                I-3-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,784,793.85
                  

              	 	
                August
                  25, 2036

              	 
	
                I-4-A

              	 	
                Variable(2)

              	 	
                $

              	
                6,102,725.64
                  

              	 	
                August
                  25, 2036

              	 
	
                I-4-B

              	 	
                Variable(2)

              	 	
                $

              	
                6,102,725.64
                  

              	 	
                August
                  25, 2036

              	 
	
                I-5-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,888,236.60
                  

              	 	
                August
                  25, 2036

              	 
	
                I-5-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,888,236.60
                  

              	 	
                August
                  25, 2036

              	 
	
                I-6-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,642,293.07
                  

              	 	
                August
                  25, 2036

              	 
	
                I-6-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,642,293.07
                  

              	 	
                August
                  25, 2036

              	 
	
                I-7-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,406,127.41
                  

              	 	
                August
                  25, 2036

              	 
	
                I-7-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,406,127.41
                  

              	 	
                August
                  25, 2036

              	 
	
                I-8-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,179,864.43
                  

              	 	
                August
                  25, 2036

              	 
	
                I-8-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,179,864.43
                  

              	 	
                August
                  25, 2036

              	 
	
                I-9-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,963,088.24
                  

              	 	
                August
                  25, 2036

              	 
	
                I-9-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,963,088.24
                  

              	 	
                August
                  25, 2036

              	 
	
                I-10-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,756,408.41
                  

              	 	
                August
                  25, 2036

              	 
	
                I-10-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,756,408.41
                  

              	 	
                August
                  25, 2036

              	 
	
                I-11-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,557,211.52
                  

              	 	
                August
                  25, 2036

              	 
	
                I-11-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,557,211.52
                  

              	 	
                August
                  25, 2036

              	 
	
                I-12-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,379,479.80
                  

              	 	
                August
                  25, 2036

              	 
	
                I-12-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,379,479.80
                  

              	 	
                August
                  25, 2036

              	 
	
                I-13-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,193,845.07
                  

              	 	
                August
                  25, 2036

              	 
	
                I-13-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,193,845.07
                  

              	 	
                August
                  25, 2036

              	 
	
                I-14-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,018,712.50
                  

              	 	
                August
                  25, 2036

              	 
	
                I-14-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,018,712.50
                  

              	 	
                August
                  25, 2036

              	 
	
                I-15-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,966,611.85
                  

              	 	
                August
                  25, 2036

              	 
	
                I-15-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,966,611.85
                  

              	 	
                August
                  25, 2036

              	 
	
                I-16-A

              	 	
                Variable(2)

              	 	
                $

              	
                13,461,705.14
                  

              	 	
                August
                  25, 2036

              	 
	
                I-16-B

              	 	
                Variable(2)

              	 	
                $

              	
                13,461,705.14
                  

              	 	
                August
                  25, 2036

              	 
	
                I-17-A

              	 	
                Variable(2)

              	 	
                $

              	
                11,618,350.62
                  

              	 	
                August
                  25, 2036

              	 
	
                I-17-B

              	 	
                Variable(2)

              	 	
                $

              	
                11,618,350.62
                  

              	 	
                August
                  25, 2036

              	 
	
                I-18-A

              	 	
                Variable(2)

              	 	
                $

              	
                9,646,845.33
                  

              	 	
                August
                  25, 2036

              	 
	
                I-18-B

              	 	
                Variable(2)

              	 	
                $

              	
                9,646,845.33
                  

              	 	
                August
                  25, 2036

              	 
	
                I-19-A

              	 	
                Variable(2)

              	 	
                $

              	
                7,956,626.87
                  

              	 	
                August
                  25, 2036

              	 
	
                I-19-B

              	 	
                Variable(2)

              	 	
                $

              	
                7,956,626.87
                  

              	 	
                August
                  25, 2036

              	 
	
                I-20-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,332,464.39
                  

              	 	
                August
                  25, 2036

              	 
	
                I-20-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,332,464.39
                  

              	 	
                August
                  25, 2036

              	 
	
                I-21-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,985,378.49
                  

              	 	
                August
                  25, 2036

              	 
	
                I-21-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,985,378.49
                  

              	 	
                August
                  25, 2036

              	 
	
                I-22-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,887,268.52
                  

              	 	
                August
                  25, 2036

              	 
	
                I-22-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,887,268.52
                  

              	 	
                August
                  25, 2036

              	 
	
                I-23-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,799,235.29
                  

              	 	
                August
                  25, 2036

              	 
	
                I-23-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,799,235.29
                  

              	 	
                August
                  25, 2036

              	 
	
                I-24-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,715,385.57
                  

              	 	
                August
                  25, 2036

              	 
	
                I-24-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,715,385.57
                  

              	 	
                August
                  25, 2036

              	 
	
                I-25-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,635,486.03
                  

              	 	
                August
                  25, 2036

              	 
	
                I-25-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,635,486.03
                  

              	 	
                August
                  25, 2036

              	 
	
                I-26-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,559,347.83
                  

              	 	
                August
                  25, 2036

              	 
	
                I-26-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,559,347.83
                  

              	 	
                August
                  25, 2036

              	 
	
                I-27-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,486,792.40
                  

              	 	
                August
                  25, 2036

              	 
	
                I-27-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,486,792.40
                  

              	 	
                August
                  25, 2036

              	 
	
                I-28-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,417,644.09
                  

              	 	
                August
                  25, 2036

              	 
	
                I-28-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,417,644.09
                  

              	 	
                August
                  25, 2036

              	 
	
                I-29-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,351,424.07
                  

              	 	
                August
                  25, 2036

              	 
	
                I-29-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,351,424.07
                  

              	 	
                August
                  25, 2036

              	 
	
                I-30-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,288,605.93
                  

              	 	
                August
                  25, 2036

              	 
	
                I-30-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,288,605.93
                  

              	 	
                August
                  25, 2036

              	 
	
                I-31-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,228,791.45
                  

              	 	
                August
                  25, 2036

              	 
	
                I-31-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,228,791.45
                  

              	 	
                August
                  25, 2036

              	 
	
                I-32-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,171,788.47
                  

              	 	
                August
                  25, 2036

              	 
	
                I-32-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,171,788.47
                  

              	 	
                August
                  25, 2036

              	 
	
                I-33-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,117,460.11
                  

              	 	
                August
                  25, 2036

              	 
	
                I-33-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,117,460.11
                  

              	 	
                August
                  25, 2036

              	 
	
                I-34-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,065,679.15
                  

              	 	
                August
                  25, 2036

              	 
	
                I-34-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,065,679.15
                  

              	 	
                August
                  25, 2036

              	 
	
                I-35-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,016,325.45
                  

              	 	
                August
                  25, 2036

              	 
	
                I-35-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,016,325.45
                  

              	 	
                August
                  25, 2036

              	 
	
                I-36-A

              	 	
                Variable(2)

              	 	
                $

              	
                969,281.48
                  

              	 	
                August
                  25, 2036

              	 
	
                I-36-B

              	 	
                Variable(2)

              	 	
                $

              	
                969,281.48
                  

              	 	
                August
                  25, 2036

              	 
	
                I-37-A

              	 	
                Variable(2)

              	 	
                $

              	
                924,444.43
                  

              	 	
                August
                  25, 2036

              	 
	
                I-37-B

              	 	
                Variable(2)

              	 	
                $

              	
                924,444.43
                  

              	 	
                August
                  25, 2036

              	 
	
                I-38-A

              	 	
                Variable(2)

              	 	
                $

              	
                881,706.59
                  

              	 	
                August
                  25, 2036

              	 
	
                I-38-B

              	 	
                Variable(2)

              	 	
                $

              	
                881,706.59
                  

              	 	
                August
                  25, 2036

              	 
	
                I-39-A

              	 	
                Variable(2)

              	 	
                $

              	
                18,480,640.29
                  

              	 	
                August
                  25, 2036

              	 
	
                I-39-B

              	 	
                Variable(2)

              	 	
                $

              	
                18,480,640.29
                  

              	 	
                August
                  25, 2036

              	 
	
                II

              	 	
                Variable(2)

              	 	
                $

              	
                22,280,406.91
                  

              	 	
                August
                  25, 2036

              	 
	
                II-1-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,726,563.56
                  

              	 	
                August
                  25, 2036

              	 
	
                II-1-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,726,563.56
                  

              	 	
                August
                  25, 2036

              	 
	
                II-2-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,946,934.81
                  

              	 	
                August
                  25, 2036

              	 
	
                II-2-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,946,934.81
                  

              	 	
                August
                  25, 2036

              	 
	
                II-3-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,151,719.58
                  

              	 	
                August
                  25, 2036

              	 
	
                II-3-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,151,719.58
                  

              	 	
                August
                  25, 2036

              	 
	
                II-4-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,324,937.83
                  

              	 	
                August
                  25, 2036

              	 
	
                II-4-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,324,937.83
                  

              	 	
                August
                  25, 2036

              	 
	
                II-5-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,208,078.12
                  

              	 	
                August
                  25, 2036

              	 
	
                II-5-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,208,078.12
                  

              	 	
                August
                  25, 2036

              	 
	
                II-6-A

              	 	
                Variable(2)

              	 	
                $

              	
                3,074,081.12
                  

              	 	
                August
                  25, 2036

              	 
	
                II-6-B

              	 	
                Variable(2)

              	 	
                $

              	
                3,074,081.12
                  

              	 	
                August
                  25, 2036

              	 
	
                II-7-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,945,411.38
                  

              	 	
                August
                  25, 2036

              	 
	
                II-7-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,945,411.38
                  

              	 	
                August
                  25, 2036

              	 
	
                II-8-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,822,136.89
                  

              	 	
                August
                  25, 2036

              	 
	
                II-8-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,822,136.89
                  

              	 	
                August
                  25, 2036

              	 
	
                II-9-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,704,031.09
                  

              	 	
                August
                  25, 2036

              	 
	
                II-9-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,704,031.09
                  

              	 	
                August
                  25, 2036

              	 
	
                II-10-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,591,426.06
                  

              	 	
                August
                  25, 2036

              	 
	
                II-10-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,591,426.06
                  

              	 	
                August
                  25, 2036

              	 
	
                II-11-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,482,897.95
                  

              	 	
                August
                  25, 2036

              	 
	
                II-11-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,482,897.95
                  

              	 	
                August
                  25, 2036

              	 
	
                II-12-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,386,064.67
                  

              	 	
                August
                  25, 2036

              	 
	
                II-12-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,386,064.67
                  

              	 	
                August
                  25, 2036

              	 
	
                II-13-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,284,925.61
                  

              	 	
                August
                  25, 2036

              	 
	
                II-13-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,284,925.61
                  

              	 	
                August
                  25, 2036

              	 
	
                II-14-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,189,508.42
                  

              	 	
                August
                  25, 2036

              	 
	
                II-14-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,189,508.42
                  

              	 	
                August
                  25, 2036

              	 
	
                II-15-A

              	 	
                Variable(2)

              	 	
                $

              	
                2,161,122.51
                  

              	 	
                August
                  25, 2036

              	 
	
                II-15-B

              	 	
                Variable(2)

              	 	
                $

              	
                2,161,122.51
                  

              	 	
                August
                  25, 2036

              	 
	
                II-16-A

              	 	
                Variable(2)

              	 	
                $

              	
                7,334,318.36
                  

              	 	
                August
                  25, 2036

              	 
	
                II-16-B

              	 	
                Variable(2)

              	 	
                $

              	
                7,334,318.36
                  

              	 	
                August
                  25, 2036

              	 
	
                II-17-A

              	 	
                Variable(2)

              	 	
                $

              	
                6,330,006.58
                  

              	 	
                August
                  25, 2036

              	 
	
                II-17-B

              	 	
                Variable(2)

              	 	
                $

              	
                6,330,006.58
                  

              	 	
                August
                  25, 2036

              	 
	
                II-18-A

              	 	
                Variable(2)

              	 	
                $

              	
                5,255,874.64
                  

              	 	
                August
                  25, 2036

              	 
	
                II-18-B

              	 	
                Variable(2)

              	 	
                $

              	
                5,255,874.64
                  

              	 	
                August
                  25, 2036

              	 
	
                II-19-A

              	 	
                Variable(2)

              	 	
                $

              	
                4,334,995.74
                  

              	 	
                August
                  25, 2036

              	 
	
                II-19-B

              	 	
                Variable(2)

              	 	
                $

              	
                4,334,995.74
                  

              	 	
                August
                  25, 2036

              	 
	
                II-20-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,270,792.68
                  

              	 	
                August
                  25, 2036

              	 
	
                II-20-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,270,792.68
                  

              	 	
                August
                  25, 2036

              	 
	
                II-21-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,081,690.45
                  

              	 	
                August
                  25, 2036

              	 
	
                II-21-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,081,690.45
                  

              	 	
                August
                  25, 2036

              	 
	
                II-22-A

              	 	
                Variable(2)

              	 	
                $

              	
                1,028,237.36
                  

              	 	
                August
                  25, 2036

              	 
	
                II-22-B

              	 	
                Variable(2)

              	 	
                $

              	
                1,028,237.36
                  

              	 	
                August
                  25, 2036

              	 
	
                II-23-A

              	 	
                Variable(2)

              	 	
                $

              	
                980,274.36
                  

              	 	
                August
                  25, 2036

              	 
	
                II-23-B

              	 	
                Variable(2)

              	 	
                $

              	
                980,274.36
                  

              	 	
                August
                  25, 2036

              	 
	
                II-24-A

              	 	
                Variable(2)

              	 	
                $

              	
                934,590.66
                  

              	 	
                August
                  25, 2036

              	 
	
                II-24-B

              	 	
                Variable(2)

              	 	
                $

              	
                934,590.66
                  

              	 	
                August
                  25, 2036

              	 
	
                II-25-A

              	 	
                Variable(2)

              	 	
                $

              	
                891,059.13
                  

              	 	
                August
                  25, 2036

              	 
	
                II-25-B

              	 	
                Variable(2)

              	 	
                $

              	
                891,059.13
                  

              	 	
                August
                  25, 2036

              	 
	
                II-26-A

              	 	
                Variable(2)

              	 	
                $

              	
                849,576.88
                  

              	 	
                August
                  25, 2036

              	 
	
                II-26-B

              	 	
                Variable(2)

              	 	
                $

              	
                849,576.88
                  

              	 	
                August
                  25, 2036

              	 
	
                II-27-A

              	 	
                Variable(2)

              	 	
                $

              	
                810,046.63
                  

              	 	
                August
                  25, 2036

              	 
	
                II-27-B

              	 	
                Variable(2)

              	 	
                $

              	
                810,046.63
                  

              	 	
                August
                  25, 2036

              	 
	
                II-28-A

              	 	
                Variable(2)

              	 	
                $

              	
                772,372.66
                  

              	 	
                August
                  25, 2036

              	 
	
                II-28-B

              	 	
                Variable(2)

              	 	
                $

              	
                772,372.66
                  

              	 	
                August
                  25, 2036

              	 
	
                II-29-A

              	 	
                Variable(2)

              	 	
                $

              	
                736,294.12
                  

              	 	
                August
                  25, 2036

              	 
	
                II-29-B

              	 	
                Variable(2)

              	 	
                $

              	
                736,294.12
                  

              	 	
                August
                  25, 2036

              	 
	
                II-30-A

              	 	
                Variable(2)

              	 	
                $

              	
                702,069.02
                  

              	 	
                August
                  25, 2036

              	 
	
                II-30-B

              	 	
                Variable(2)

              	 	
                $

              	
                702,069.02
                  

              	 	
                August
                  25, 2036

              	 
	
                II-31-A

              	 	
                Variable(2)

              	 	
                $

              	
                669,480.40
                  

              	 	
                August
                  25, 2036

              	 
	
                II-31-B

              	 	
                Variable(2)

              	 	
                $

              	
                669,480.40
                  

              	 	
                August
                  25, 2036

              	 
	
                II-32-A

              	 	
                Variable(2)

              	 	
                $

              	
                638,423.56
                  

              	 	
                August
                  25, 2036

              	 
	
                II-32-B

              	 	
                Variable(2)

              	 	
                $

              	
                638,423.56
                  

              	 	
                August
                  25, 2036

              	 
	
                II-33-A

              	 	
                Variable(2)

              	 	
                $

              	
                608,823.93
                  

              	 	
                August
                  25, 2036

              	 
	
                II-33-B

              	 	
                Variable(2)

              	 	
                $

              	
                608,823.93
                  

              	 	
                August
                  25, 2036

              	 
	
                II-34-A

              	 	
                Variable(2)

              	 	
                $

              	
                580,612.19
                  

              	 	
                August
                  25, 2036

              	 
	
                II-34-B

              	 	
                Variable(2)

              	 	
                $

              	
                580,612.19
                  

              	 	
                August
                  25, 2036

              	 
	
                II-35-A

              	 	
                Variable(2)

              	 	
                $

              	
                553,722.90
                  

              	 	
                August
                  25, 2036

              	 
	
                II-35-B

              	 	
                Variable(2)

              	 	
                $

              	
                553,722.90
                  

              	 	
                August
                  25, 2036

              	 
	
                II-36-A

              	 	
                Variable(2)

              	 	
                $

              	
                528,092.01
                  

              	 	
                August
                  25, 2036

              	 
	
                II-36-B

              	 	
                Variable(2)

              	 	
                $

              	
                528,092.01
                  

              	 	
                August
                  25, 2036

              	 
	
                II-37-A

              	 	
                Variable(2)

              	 	
                $

              	
                503,663.51
                  

              	 	
                August
                  25, 2036

              	 
	
                II-37-B

              	 	
                Variable(2)

              	 	
                $

              	
                503,663.51
                  

              	 	
                August
                  25, 2036

              	 
	
                II-38-A

              	 	
                Variable(2)

              	 	
                $

              	
                480,378.73
                  

              	 	
                August
                  25, 2036

              	 
	
                II-38-B

              	 	
                Variable(2)

              	 	
                $

              	
                480,378.73
                  

              	 	
                August
                  25, 2036

              	 
	
                II-39-A

              	 	
                Variable(2)

              	 	
                $

              	
                10,068,776.42
                  

              	 	
                August
                  25, 2036

              	 
	
                II-39-B

              	 	
                Variable(2)

              	 	
                $

              	
                10,068,776.42
                  

              	 	
                August
                  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 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 Securities Administrator will 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 will be
      designated as “REMIC II.” The Class R-II Interest will 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 aggregate 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. None of the REMIC II
      Regular Interests will be certificated.

     

    
      
        	
                Designation

              	 	
                REMIC
                  II

                Remittance

                Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date (1)

              
	
                AA

              	 	
                Variable(2)

              	 	
                $
                  

              	
                278,107,136.24
                  

              	 	
                August
                  25, 2036

              
	
                A-1

              	 	
                Variable(2)

              	 	
                $
                  

              	
                1,428,215.00
                  

              	 	
                August
                  25, 2036

              
	
                A-2A

              	 	
                Variable(2)

              	 	
                $
                  

              	
                378,550.00
                  

              	 	
                August
                  25, 2036

              
	
                A-2B

              	 	
                Variable(2)

              	 	
                $
                  

              	
                175,570.00
                  

              	 	
                August
                  25, 2036

              
	
                A-2C

              	 	
                Variable(2)

              	 	
                $
                  

              	
                152,850.00
                  

              	 	
                August
                  25, 2036

              
	
                A-2D

              	 	
                Variable(2)

              	 	
                $
                  

              	
                71,185.00
                  

              	 	
                August
                  25, 2036

              
	
                M-1

              	 	
                Variable(2)

              	 	
                $
                  

              	
                107,835.00
                  

              	 	
                August
                  25, 2036

              
	
                M-2

              	 	
                Variable(2)

              	 	
                $
                  

              	
                99,320.00
                  

              	 	
                August
                  25, 2036

              
	
                M-3

              	 	
                Variable(2)

              	 	
                $
                  

              	
                59,595.00
                  

              	 	
                August
                  25, 2036

              
	
                M-4

              	 	
                Variable(2)

              	 	
                $
                  

              	
                51,080.00
                  

              	 	
                August
                  25, 2036

              
	
                M-5

              	 	
                Variable(2)

              	 	
                $
                  

              	
                49,660.00
                  

              	 	
                August
                  25, 2036

              
	
                M-6

              	 	
                Variable(2)

              	 	
                $
                  

              	
                43,985.00
                  

              	 	
                August
                  25, 2036

              
	
                M-7

              	 	
                Variable(2)

              	 	
                $
                  

              	
                43,985.00
                  

              	 	
                August
                  25, 2036

              
	
                M-8

              	 	
                Variable(2)

              	 	
                $
                  

              	
                38,310.00
                  

              	 	
                August
                  25, 2036

              
	
                M-9

              	 	
                Variable(2)

              	 	
                $
                  

              	
                28,380.00
                  

              	 	
                August
                  25, 2036

              
	
                M-10

              	 	
                Variable(2)

              	 	
                $
                  

              	
                19,865.00
                  

              	 	
                August
                  25, 2036

              
	
                M-11

              	 	
                Variable(2)

              	 	
                $
                  

              	
                26,960.00
                  

              	 	
                August
                  25, 2036

              
	
                ZZ

              	 	
                Variable(2)

              	 	
                $
                  

              	
                2,900,310.84
                  

              	 	
                August
                  25, 2036

              
	
                IO

              	 	
                Variable(2)

              	 	
                $
                  

              	
                N/A(3)

              	 	
                August
                  25, 2036

              
	
                P

              	 	
                Variable(2)
                  (4)

              	 	
                $
                  

              	
                100.00

              	 	
                August
                  25, 2036

              
	
                I-SUB

              	 	
                Variable(2)

              	 	
                $
                  

              	
                8,175.42
                  

              	 	
                August
                  25, 2036

              
	
                I-GRP

              	 	
                Variable(2)

              	 	
                $
                  

              	
                36,739.73
                  

              	 	
                August
                  25, 2036

              
	
                II-SUB

              	 	
                Variable(2)

              	 	
                $
                  

              	
                4,453.74
                  

              	 	
                August
                  25, 2036

              
	
                II-GRP

              	 	
                Variable(2)

              	 	
                $
                  

              	
                20,016.84
                  

              	 	
                August
                  25, 2036

              
	
                XX

              	 	
                Variable(2)

              	 	
                $
                  

              	
                283,713,406.35
                  

              	 	
                August
                  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 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.

            


    

     

    
      	
              (3)

            	
              REMIC
                II Regular Interest IO will not have an Uncertificated Balance, but
                will
                accrue interest on its Notional
                Amount.

            


    

     

    
      	
              (4)

            	
              REMIC
                II Regular Interest P will be entitled to 100% of the Prepayment
                Charges.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      III

     

    As
      provided herein, the Securities Administrator will 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 will be
      designated as “REMIC III.” The Class R-III Interest will 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 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.

    

      
        	
                Designation

              	 	
                Pass-Through
                  Rate

              	 	
                 Initial
                  Aggregate Certificate Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date (1)

              
	
                Class
                  A-1

              	 	
                Variable(2)

              	 	
                $

              	
                285,643,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  A-2A

              	 	
                Variable(2)

              	 	
                $

              	
                75,710,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  A-2B

              	 	
                Variable(2)

              	 	
                $

              	
                35,114,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  A-2C

              	 	
                Variable(2)

              	 	
                $

              	
                30,570,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  A-2D

              	 	
                Variable(2)

              	 	
                $

              	
                14,237,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-1

              	 	
                Variable(2)

              	 	
                $

              	
                21,567,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-2

              	 	
                Variable(2)

              	 	
                $

              	
                19,864,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-3

              	 	
                Variable(2)

              	 	
                $

              	
                11,919,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-4

              	 	
                Variable(2)

              	 	
                $

              	
                10,216,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-5

              	 	
                Variable(2)

              	 	
                $

              	
                9,932,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-6

              	 	
                Variable(2)

              	 	
                $

              	
                8,797,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-7

              	 	
                Variable(2)

              	 	
                $

              	
                8,797,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-8

              	 	
                Variable(2)

              	 	
                $

              	
                7,662,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-9

              	 	
                Variable(2)

              	 	
                $

              	
                5,676,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-10

              	 	
                Variable(2)

              	 	
                $

              	
                3,973,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  M-11

              	 	
                Variable(2)

              	 	
                $

              	
                5,392,000.00

              	 	
                August
                  25, 2036

              
	
                Class
                  P

              	 	
                N/A(3)

              	 	
                $

              	
                100.00

              	 	
                August
                  25, 2036

              
	
                Class
                  CE

              	 	
                N/A(4)

              	 	
                $

              	
                12,496,584.16

              	 	
                August
                  25, 2036

              
	
                Class
                  IO Interest

              	 	
                N/A(5)

              	 	
                $

              	
                N/A(5)

              	 	
                August
                  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 has been designated as the “latest possible
      maturity date” for each Class of Certificates.

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

    (3)        The
      Class
      P Certificates will not accrue interest.

    (4)      
       The
      Class
      CE Certificates will accrue interest at their variable Pass-Through Rate on
      the
      Notional Amount of the Class CE Certificates outstanding from time to time
      which
      shall equal the Uncertificated Balance of the REMIC II Regular Interests (other
      than REMIC II Regular Interest P). The Class CE Certificates will not accrue
      interest on their Certificate Principal Balance.

    (5)      
       The
      Class
      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 II Regular
      Interest IO.

     

    The
      Mortgage Loans had an aggregate Scheduled Principal Balance as of the Cut-off
      Date, after deducting all Monthly Payments due on or before the Cut-off Date,
      of
      $567,565,684.16. As of the Cut-off Date, the Group I Mortgage Loans had an
      aggregate Scheduled Principal Balance equal to $367,397,252.19 and the Group
      II
      Mortgage Loans had an aggregate Scheduled Principal Balance equal to
      $200,168,431.97.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Servicer, the Master Servicer, the Securities Administrator 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.

     

    “Accepted
      Master Servicing Practices”:
      With
      respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
      master servicing practices of prudent mortgage servicing institutions that
      master service mortgage loans of the same type and quality as such Mortgage
      Loan
      in the jurisdiction where the related Mortgaged Property is located, to the
      extent applicable to the Master Servicer (except in its capacity as successor
      to
      the Servicer), or (y) as provided in Section 3.01 hereof, but in no event below
      the standard set forth in clause (x).

     

    “Accepted
      Servicing Practices”:
      As
      defined in Section 3.01.

     

    “Account”:
      The
      Collection Account and the Distribution Account as the context may
      require.

     

    “Accrued
      Certificate Interest”:
      With
      respect to any Class A Certificate, Mezzanine Certificate or Class CE
      Certificate 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
      Class
      A Certificates and the Mezzanine 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, will not accrue interest. All
      distributions of interest on the Class A Certificates and the Mezzanine
      Certificates will 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 Class CE Certificates will 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, Mezzanine Certificate or
      Class
      CE Certificate shall be reduced by an amount equal to the portion allocable
      to
      such Certificate pursuant to Section 1.02 hereof, if any, 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 3.23 or Section 4.18
      of
      this Agreement and (b) the aggregate amount of any Relief Act Interest
      Shortfall, if any, for such Distribution Date. In addition, Accrued Certificate
      Interest with respect to each Distribution Date, as to any Class CE Certificate,
      shall be reduced by an amount equal to the portion allocable to such Class
      CE
      Certificate of Realized Losses, if any, pursuant to Section 1.02 and Section
      5.04 hereof.

     

    “Additional
      Disclosure Notification”:
      Has
      the meaning set forth in Section 5.06(a). 

     

    “Additional
      Form 10-D Disclosure”:
      Has
      the meaning set forth in Section 5.06(a) of this Agreement.

     

    “Additional
      Form 10-K Disclosure”:
      Has
      the meaning set forth in Section 5.06(d) of this Agreement. 

     

    “Additional
      Servicer”:
      Means
      each affiliate of the Servicer that Services any of the Mortgage Loans and
      each
      Person who is not an affiliate of the Servicer. For clarification purposes,
      the
      Master Servicer and the Securities Administrator are Additional
      Servicers.

     

    “Adjustable
      Rate Mortgage Loan”:
      Each
      of the Mortgage Loans identified in 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 an Adjustable Rate 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.

     

    “Administration
      Fees”:
      The
      sum of (i) the Servicing Fee, (ii) the Master Servicing Fee and (iii) the Credit
      Risk Management Fee.

     

    “Administration
      Fee Rate”:
      The
      sum of (i) the Servicing Fee Rate, (ii) the Master Servicing Fee Rate and (iii)
      the Credit Risk Management Fee Rate. 

     

    “Advance
      Facility”:
      As
      defined in Section 3.26(a).

     

    “Advance
      Financing Person”:
      As
      defined in Section 3.26(a).

     

    “Advance
      Reimbursement Amounts”:
      As
      defined in Section 3.26(b).

     

    “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.

     

    “Aggregate
      Loss Severity 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 on any
      Mortgage Loans from the Cut-off Date to the last day of the preceding calendar
      month and the denominator of which is the aggregate principal balance of such
      Mortgage Loans immediately prior to the liquidation of such Mortgage
      Loans.

     

    “Agreement”:
      This
      Pooling and Servicing Agreement, including all exhibits and schedules hereto
      and
      all amendments hereof and supplements hereto.

     

    “Allocated
      Realized Loss Amount”:
      With
      respect to any Class of Mezzanine Certificates and any Distribution Date, an
      amount equal to the sum of any Realized Loss allocated to that Class of
      Certificates on the Distribution Date and any Allocated Realized Loss Amount
      for
      that Class remaining unpaid from the previous Distribution Date.

     

    “Amounts
      Held for Future Distribution”:
      As to
      any Distribution Date, the aggregate amount held in the Collection Account
      at
      the close of business on the immediately preceding Determination Date on account
      of (i) all Monthly Payments or portions thereof received in respect of the
      Mortgage Loans due after the related Due Period and (ii) Principal Prepayments
      and Liquidation Proceeds received in respect of such Mortgage Loans after the
      last day of the related Prepayment Period.

     

    “Ancillary
      Income”:
      All
      income derived from the Mortgage Loans, other than Servicing Fees and Prepayment
      Charges, including but not limited to, late charges, fees received with respect
      to checks or bank drafts returned by the related bank for non sufficient funds,
      assumption fees, optional insurance administrative fees and all other incidental
      fees and charges.

     

    “Annual
      Statement of Compliance”:
      As
      defined in Section 3.17.

     

    “Assignment”:
      An
      assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form, which is sufficient under the laws of the jurisdiction where
      the related Mortgaged Property is located to reflect of record the sale and
      assignment of the Mortgage, which assignment, notice of transfer or equivalent
      instrument may be in the form of one or more blanket assignments covering
      Mortgages secured by Mortgaged Properties located in the same county, if
      permitted by law.

     

    “Authorized
      Officers”:
      A
      managing director of the whole loan trading desk and a managing director in
      global markets.

     

    “Available
      Distribution Amount”:
      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 the
      Distribution Account as of the close of business on the Servicer Remittance
      Date, (b) the aggregate of any amounts deposited in the Distribution Account
      by
      the Servicer or the Master Servicer in respect of Prepayment Interest Shortfalls
      for such Distribution Date pursuant to Section 3.23 or Section 4.18 of this
      Agreement, (c) the aggregate of any P&I Advances for such Distribution Date
      made by the Servicer pursuant to Section 5.03 of this Agreement and (d) the
      aggregate of any P&I Advances made by a successor Servicer (including the
      Master Servicer) for such Distribution Date pursuant to Section 8.02 of this
      Agreement, reduced (to not less than zero) by (2) the portion of the amount
      described in clause (1)(a) above that represents (i) Amounts Held for Future
      Distribution, (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 Servicer, the Trustee, the Master Servicer, the Securities
      Administrator, the Credit Risk Manager or the Custodians pursuant to Section
      3.09 or 9.05 of this Agreement or otherwise payable in respect of Extraordinary
      Trust Fund Expenses, (v) the Credit Risk Management Fee, (vi) amounts deposited
      in the Collection Account or the Distribution Account in error, (vii) the amount
      of any Prepayment Charges collected by the Servicer in connection with the
      Principal Prepayment of any of the Mortgage Loans and (viii) amounts
      reimbursable to a successor Servicer (including the Master Servicer) pursuant
      to
      Section 8.02 of this Agreement. 

     

    “Balloon
      Mortgage Loan”:
      A
      Mortgage Loan that provides for the payment of the unamortized principal balance
      of such Mortgage Loan in a single payment, that is substantially greater than
      the preceding monthly payment at the maturity of such Mortgage
      Loan.

     

    “Balloon
      Payment”:
      A
      payment of the unamortized principal balance of a Mortgage Loan in a single
      payment, that is substantially greater than the preceding Monthly Payment at
      the
      maturity of such Mortgage Loan.

     

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

     

    “Book-Entry
      Certificates”:
      The
      Offered Certificates for so long as the Certificates of such Class shall be
      registered in the name of the Depository or its nominee.

     

    “Book-Entry
      Custodian”:
      The
      custodian appointed pursuant to Section 6.01.

     

    “Business
      Day”:
      Any
      day other than a Saturday, a Sunday or a day on which banking or savings and
      loan institutions in the States of New York, Maryland, Minnesota, Florida 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.

     

    “Cap
      Contracts”:
      Shall
      mean the Group I Cap Contract and the Group II Cap Contract.

     

    “Cap
      Counterparty”:
      The
      counterparty under each Cap Contract, and any successor in interest or assign.
      Initially, the Cap Counterparty shall be Deutsche Bank AG New York
      Branch.

     

    “Cash-Out
      Refinancing”:
      A
      Refinanced Mortgage Loan the proceeds of which are more than a nominal amount
      in
      excess of the principal balance of any existing first mortgage plus any
      subordinate mortgage on the related Mortgaged Property and related closing
      costs.

     

    “Certificate”:
      Any
      one of ACE Securities Corp., Asset Backed Pass-Through Certificates, Series
      2006-ASAP4, 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 M-11, Class P, Class CE and Class R
      Certificates issued under this Agreement. 

     

    “Certificate
      Factor”:
      With
      respect to any Class of Certificates (other than the Residual Certificates)
      as
      of any Distribution Date, a fraction, expressed as a decimal carried to six
      places, the numerator of which is the aggregate Certificate Principal Balance
      (or 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 resulting in reduction of the
      Certificate Principal Balance (or 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 Notional Amount, in the case of the Class CE Certificates)
      of such Class of Certificates as of the Closing Date.

     

    “Certificate
      Margin”:
      With
      respect to the Class A-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest A-1, 0.140% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.280%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2A Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2A, 0.050% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.100%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2B Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2B, 0.100% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.200%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2C Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2C, 0.160% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.320%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2D Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2D, 0.270% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.540%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-1, 0.290% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.435%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-2, 0.300% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.450%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-3, 0.330% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.495%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-4, 0.370% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.555%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-5, 0.400% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.600%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-6, 0.460% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.690%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-7, 0.940% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.410%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest 1.070% in the case of each Distribution
      Date through and including the Optional Termination Date and 1.570% in the
      case
      of each Distribution Date thereafter.

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-9, 1.900% in the case of each
      Distribution Date through and including the Optional Termination Date and 2.400%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-10 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest M-10, 2.500% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.000%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-11 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest M-11, 2.500% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.000%
      in the case of each Distribution Date thereafter.

     

    “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 or beneficially owned by the Depositor, the Sponsor,
      the Servicer, the Master Servicer, the Securities Administrator, the Trustee
      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 12.01. The
      Trustee and the Securities Administrator may conclusively rely upon a
      certificate of the Depositor, the Sponsor, the Master Servicer, the Securities
      Administrator or the 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
      Securities Administrator 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
      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 any Subsequent Recoveries added to the Certificate Principal
      Balance of such Certificate pursuant to Section 5.04, minus (i) all
      distributions allocable to principal made thereon and (ii) Realized Losses
      allocated thereto, if any, 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 then aggregate Uncertificated
      Balances of the REMIC II Regular Interests over (B) the then aggregate
      Certificate Principal Balances of the Class A Certificates, the Mezzanine
      Certificates and the Class P Certificates then outstanding. The aggregate
      initial Certificate Principal Balance of each Class of Regular Certificates
      is
      set forth in the Preliminary Statement hereto.

     

    “Certificate
      Register”:
      The
      register maintained pursuant to Section 6.02.

     

    “Certification
      Parties”:
      Has
      the meaning set forth in Section 3.20 of this Agreement.

     

    “Certifying
      Person”:
      Has
      the meaning set forth in Section 3.20 of this Agreement.

     

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

     

    “Class
      A Certificate”:
      Any
      Class A-1, Class A-2A, Class A-2B, Class A-2C or Class A-2D
      Certificate.

     

    “Class
      A Principal Distribution Amount”:
      The
      Class A Principal Distribution Amount is an amount equal to the sum of: (i)
      the
      Class A-1 Principal Distribution Amount and (ii) the Class A-2 Principal
      Distribution Amount.

     

    “Class
      A-1 Allocation Percentage”:
      With
      respect to any Distribution Date is 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.

     

    “Class
      A-1 Certificate”:
      Any
      one of the Class A-1 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      A-1 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the Certificate Principal
      Balance of the Class A-1 Certificates immediately prior to such Distribution
      Date over (y) the lesser of (A) the product of (i) 55.50% 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 the product of (i) 0.50% and (ii) the
      aggregate principal balance of the Group I Mortgage Loans as of the Cut-off
      Date.

     

    “Class
      A-2 Allocation Percentage”:
      With
      respect to any Distribution Date is 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.

     

    “Class
      A-2 Certificate”:
      Any
      Class A-2A, Class A-2B, Class A-2C or Class A-2D Certificate.

     

    “Class
      A-2A Certificate”:
      Any
      one of the Class A-2A Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      A-2B Certificate”:
      Any
      one of the Class A-2B Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      A-2C Certificate”:
      Any
      one of the Class A-2C Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      A-2D Certificate”:
      Any
      one of the Class A-2D Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      A-2 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, the excess of (x) the sum of the Certificate
      Principal Balances of the Class A-2A, Class A-2B, Class A-2C and Class A-2D
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 55.50% 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 the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Group II Mortgage Loans as of the Cut-off Date.

     

    “Class
      CE Certificate”:
      Any
      one of the Class CE Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      IO Distribution Amount”:
      As
      defined in Section 5.07(f) hereof. For
      purposes of clarity, the Class IO Distribution Amount for any Distribution
      Date
      shall equal the amount payable to the Supplemental Interest Trust on such
      Distribution Date in excess of the amount payable on the Class IO Interest
      on
      such Distribution Date, all as further provided in Section 5.07(f)
      hereof.

     

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

     

    “Class
      M-1 Certificate”:
      Any
      one of the Class M-1 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-1 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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) 63.10% 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
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-2 Certificate”:
      Any
      one of the Class M-2 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-2 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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) 70.10% 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 the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-3 Certificate”:
      Any
      one of the Class M-3 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-3 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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)
      74.30% 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 the product of (i) 0.50% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    “Class
      M-4 Certificate”:
      Any
      one of the Class M-4 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-4 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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) 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
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-5 Certificate”:
      Any
      one of the Class M-5 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-5 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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) 81.40% 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 the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-6 Certificate”:
      Any
      one of the Class M-6 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-6 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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)
      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 the product of (i) 0.50% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    “Class
      M-7 Certificate”:
      Any
      one of the Class M-7 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-7 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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) 87.60% 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
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-8 Certificate”:
      Any
      one of the Class M-8 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-8 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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) 90.30% 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 the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-9 Certificate”:
      Any
      one of the Class M-9 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-9 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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)
      92.30% 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 the product of (i) 0.50% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    “Class
      M-10 Certificate”:
      Any
      one of the Class M-10 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-10 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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) 93.70% 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
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-11 Certificate”:
      Any
      one of the Class M-11 Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      M-11 Principal Distribution Amount”:
      With
      respect to any Distribution Date on or after the Stepdown Date and on which
      a
      Trigger Event is not in effect, 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), (xi) the Certificate Principal Balance of the Class M-10
      Certificates (after taking into account the payment of the Class M-10 Principal
      Distribution Amount on such Distribution Date), and (xii) the Certificate
      Principal Balance of the Class M-11 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 95.60% 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 the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      P Certificate”:
      Any
      one of the Class P Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC III for
      purposes of the REMIC Provisions.

     

    “Class
      R Certificates”:
      Any
      one of the Class R Certificates executed and authenticated by the Securities
      Administrator and delivered by the Trustee, substantially in the form annexed
      hereto as Exhibit A-5, and evidencing the Class R-I Interest, the Class R-II
      Interest and the Class R-III 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.

     

    “Closing
      Date”:
      July
      31, 2006.

     

    “Code”:
      The
      Internal Revenue Code of 1986 as amended from time to time.

     

    “Collection
      Account”:
      The
      separate account or accounts created and maintained, or caused to be created
      and
      maintained, by the Servicer pursuant to Section 3.08(a) of this Agreement for
      the benefit of the Certificateholders, which shall be entitled “Ocwen Loan
      Servicing, LLC, as Servicer for HSBC Bank USA, National Association as Trustee,
      in trust for the registered holders of ACE Securities Corp., Home Equity Loan
      Trust, Series 2006-ASAP4, Asset Backed Pass-Through Certificates”. The
      Collection Account must be an Eligible Account.

     

    “Commission”:
      The
      Securities and Exchange Commission.

     

    “Controlling
      Person”:
      Means,
      with respect to any Person, any other Person who “controls” such Person within
      the meaning of the Securities Act.

     

    “Corporate
      Trust Office”:
      The
      principal corporate trust office of the Trustee or the Securities Administrator,
      as the case may be, 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 (i) with respect
      to the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New
      York,
      New York 10018, Attention: ACE Securities Corp., 2006-ASAP4, or at such other
      address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Securities
      Administrator and the Servicer, or (ii) with respect to the Securities
      Administrator, (A) for purposes of Certificate transfers and surrender, Wells
      Fargo Bank, National Association, Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, Attention: Corporate Trust (ACE 2006-ASAP4),
      and
      (B) for all other purposes, Wells Fargo Bank, National Association, P.O. Box
      98,
      Columbia, Maryland 21046, Attention: Corporate Trust (ACE 2006-ASAP4) (or for
      overnight deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention: Corporate Trust (ACE 2006-ASAP4)), or at such other address as the
      Securities Administrator may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Servicer and the
      Trustee.

     

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

     

    
      	
              REMIC
                II REGULAR INTEREST

            	
              CLASS

            
	
              REMIC
                II REGULAR INTEREST A-1

            	
              A-1

            
	
              REMIC
                II REGULAR INTEREST A-2A

            	
              A-2A

            
	
              REMIC
                II REGULAR INTEREST A-2B

            	
              A-2B

            
	
              REMIC
                II REGULAR INTEREST A-2C

            	
              A-2C

            
	
              REMIC
                II REGULAR INTEREST A-2D

            	
              A-2D

            
	
              REMIC
                II REGULAR INTEREST M-1

            	
              M-1

            
	
              REMIC
                II REGULAR INTEREST M-2

            	
              M-2

            
	
              REMIC
                II REGULAR INTEREST M-3

            	
              M-3

            
	
              REMIC
                II REGULAR INTEREST M-4

            	
              M-4

            
	
              REMIC
                II REGULAR INTEREST M-5

            	
              M-5

            
	
              REMIC
                II REGULAR INTEREST M-6

            	
              M-6

            
	
              REMIC
                II REGULAR INTEREST M-7

            	
              M-7

            
	
              REMIC
                II REGULAR INTEREST M-8

            	
              M-8

            
	
              REMIC
                II REGULAR INTEREST M-9

            	
              M-9

            
	
              REMIC
                II REGULAR INTEREST M-10

            	
              M-10

            
	
              REMIC
                II REGULAR INTEREST M-11

            	
              M-11

            
	
              REMIC
                II REGULAR INTEREST P

            	
              P

            


    

    


    “Credit
      Enhancement Percentage”:
      For
      any Distribution Date, the percentage equivalent of a fraction, the numerator
      of
      which is the sum of the aggregate Certificate Principal Balances of the
      Mezzanine Certificates and the Class CE Certificates (which includes the
      Overcollateralization Amount calculated for this purpose only after taking
      into
      account the principal payment to the Certificates from the Principal Remittance
      Amount but before taking into account any Overcollateralization Increase
      Amount), and the denominator of which is the aggregate Stated Principal Balance
      of the Mortgage Loans, calculated after taking into account distributions of
      principal on the Mortgage Loans and distribution of the Principal Distribution
      Amount to the Certificates then entitled to distributions of principal on such
      Distribution Date.

     

    “Credit
      Risk Management Agreements”:
      The
      agreements between the Credit Risk Manager and the Servicer and Master Servicer,
      each regarding the loss mitigation and advisory services to be provided by
      the
      Credit Risk Manager.

     

    “Credit
      Risk Management Fee”:
      The
      amount payable to the Credit Risk Manager on each Distribution Date as
      compensation for all services rendered by it in the exercise and performance
      of
      any and all powers and duties of the Credit Risk Manager under the Credit Risk
      Management Agreements, which amount shall equal one twelfth of the product
      of
      (i) the Credit Risk Management Fee Rate multiplied by (ii) the Stated Principal
      Balance of the Mortgage Loans and any related REO Properties as of the first
      day
      of the related Due Period.

     

    “Credit
      Risk Management Fee Rate”:
      0.01400% per annum.

     

    “Credit
      Risk Manager”:
      Clayton Fixed Income Services Inc., a Colorado corporation (formerly known
      as
      The Murrayhill Company), and its successors and assigns.

     

    “Custodial
      Agreement”:.Either
      of (i) the DBNTC Custodial Agreement or (ii) the Wells Fargo Custodial
      Agreement, or any other custodial agreement entered into after the date hereof
      with respect to any Mortgage Loan subject to this Agreement.

     

    “Custodian”:
      Either
      Wells Fargo or DBNTC or any other custodian appointed under any custodial
      agreement entered into after the date of this Agreement.

     

    “Cut-off
      Date”:
      With
      respect to each Mortgage Loan, July 1, 2006. 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.

     

    “DBNTC”:
      Deutsche Bank National Trust Company, a national banking association, or its
      successor in interest.

     

    “DBNTC
      Custodial Agreement”:
      The
      Custodial Agreement, dated as of July 1, 2006, among the Trustee, DBNTC and
      the
      Servicer, as may be amended or supplemented from time to time.

     

    “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
      principal balance of the Mortgage Loan, which valuation results from a
      proceeding initiated under the Bankruptcy Code.

     

    “Definitive
      Certificates”:
      As
      defined in Section 6.01(b).

     

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

     

    “Delinquency
      Percentage”:
      As of
      the last day of the related Due Period, the percentage equivalent of a fraction,
      the numerator of which is the aggregate Stated Principal Balance of all Mortgage
      Loans that, as of the last day of the previous calendar month, are sixty (60)
      or
      more days delinquent, are in foreclosure, have been converted to REO Properties
      or have been discharged by reason of bankruptcy, and the denominator of which
      is
      the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
      as of the last day of the previous calendar month.

     

    “Depositor”:
      ACE
      Securities Corp., 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 (or, in the case of a depository
      institution that is the principal subsidiary of a holding company, such holding
      company has unsecured commercial paper or other short-term unsecured debt
      obligations) that are rated at least A-1+ by S&P, F-1+ by Fitch and P-1 by
      Moody’s (or, if such Rating Agencies are no longer rating the Offered
      Certificates, comparable ratings by any other nationally recognized statistical
      rating agency then rating the Offered Certificates).

     

    “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 15th
      day of
      the calendar month in which such Distribution Date occurs, or if such
      15th
      day is
      not a Business Day, the Business Day immediately preceding such 15th
      day. The
      Determination Date for purposes of Article X hereof shall mean the
      15th
      day of
      the month, or if such 15th
      day is
      not a Business Day, the first Business Day following such 15th
      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 Servicer, on behalf of the Trustee, shall not be considered
      to
      Directly Operate an REO Property solely because the Servicer 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
      separate trust account or accounts created and maintained by the Securities
      Administrator pursuant to Section 3.08(b) in the name of the Securities
      Administrator for the benefit of the Certificateholders and designated “Wells
      Fargo Bank, National Association, in trust for registered holders of ACE
      Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4”. Funds in the
      Distribution Account shall be held in trust for the Certificateholders for
      the
      uses and purposes set forth in this Agreement. 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 Business
      Day immediately following such 25th day, commencing in August 2006.

     

    “Due
      Date”:
      With
      respect to each Distribution Date, the day of the month on which the Monthly
      Payment is due on a Mortgage Loan during the related Due Period, 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 first day of the month in which such Distribution Date
      occurs.

     

    “Eligible
      Account”:
      Any of
      (i) an account or accounts maintained with a Depository Institution, (ii) an
      account or accounts the deposits in which are fully insured by the FDIC, (iii)
      a
      trust account or accounts maintained with a federal depository institution
      or
      state chartered depository institution acting in its fiduciary capacity or
      (iv)
      an account of accounts acceptable to each Rating Agency as confirmed and
      approved in writing by each Rating Agency. Eligible Accounts may bear
      interest.

     

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

     

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

     

    “Excess
      Liquidation Proceeds”:
      To the
      extent that such amount is not required by law to be paid to the related
      Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to
      a
      liquidated Mortgage Loan exceed the sum of (i) the outstanding principal balance
      of such Mortgage Loan and accrued but unpaid interest at the related Net
      Mortgage Rate through the last day of the month in which the related Liquidation
      Event occurs, plus (ii) related liquidation expenses or other amounts to which
      the Servicer is entitled to be reimbursed from Liquidation Proceeds with respect
      to such liquidated Mortgage Loan pursuant to Section 3.09 of this
      Agreement.

     

    “Exchange
      Act”:
      The
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      thereunder.

     

    “Extraordinary
      Trust Fund Expense”:
      Any
      amounts payable or reimbursable to the Trustee, the Master Servicer, the
      Securities Administrator, the Custodians or any director, officer, employee
      or
      agent of any such Person from the Trust Fund pursuant to the terms of this
      Agreement and any amounts payable from the Distribution Account in respect
      of
      taxes pursuant to Section 11.01(g)(v).

     

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

     

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

     

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

     

    “Final
      Recovery Determination”:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by an originator, the Sponsor or the
      Terminator pursuant to or as contemplated by Section 2.03, 3.13(c) or Section
      10.01), a determination made by the Servicer that all Insurance Proceeds,
      Liquidation Proceeds and other payments or recoveries which the Servicer, in
      its
      reasonable good faith judgment, expects to be finally recoverable in respect
      thereof have been so recovered, which determination shall be evidenced by a
      certificate of a Servicing Officer of the Servicer delivered to the Master
      Servicer and maintained in its records.

     

    “Fitch”:
      Fitch
      Ratings or any successor in interest. 

     

    “Form
      8-K Disclosure Information”:
      Has
      the meaning set forth in Section 5.06(b) of this Agreement.

     

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

     

    “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 used to determine the
      Mortgage Rate for such Adjustable Rate Mortgage Loan.

     

    “Group
      I Allocation Percentage”:
      The
      aggregate principal balance of the Group I Mortgage Loans divided by the sum
      of
      the aggregate principal balance of the Group I Mortgage Loans and the Group
      II
      Mortgage Loans.

     

    “Group
      I Cap Contract”:
      The
      Cap Contract between the Trustee and the Cap Counterparty, for the benefit
      of
      the Holders of the Class A-1 Certificates and the Mezzanine
      Certificates.

     

    “Group
      I Interest Remittance Amount”:
      With
      respect to any Distribution Date is that portion of the Available Distribution
      Amount for such Distribution Date that represents interest received or advanced
      on the Group I Mortgage Loans (net of the Administration Fees and any Prepayment
      Charges and after taking into account amounts payable or reimbursable to the
      Trustee, the Custodians, the Securities Administrator, the Master Servicer,
      the
      Servicer or the Credit Risk Manager pursuant to this Agreement or the Custodial
      Agreements with respect to the Group I Mortgage Loans).

     

    “Group
      I Mortgage Loans”:
      Those
      Mortgage Loans identified on the Mortgage Loan Schedule as Group I Mortgage
      Loans.

     

    “Group
      I Principal Distribution Amount”:
      With
      respect to any Distribution Date the sum of (i) the principal portion of all
      Monthly Payments on the Group I Mortgage Loans due during the related Due
      Period, whether or not received on or prior to the related Determination Date;
      (ii) the principal portion of all proceeds received in respect of the repurchase
      of a Group I Mortgage Loan or, in the case of a substitution, certain amounts
      representing a principal adjustment, during the related Prepayment Period
      pursuant to or as contemplated by Section 2.03, Section 3.13(c) and Section
      10.01 of this Agreement; (iii) the principal portion of all other unscheduled
      collections, including Insurance Proceeds, Liquidation Proceeds and all
      Principal Prepayments in full and in part, received during the related
      Prepayment Period, to the extent applied as recoveries of principal on the
      Group
      I Mortgage Loans, net in each case of payments or reimbursements to the Trustee,
      the Custodians, the Master Servicer, the Securities Administrator, the Servicer
      or the Credit Risk Manager and (iv) the Class A-1 Allocation Percentage of
      the
      amount of any Overcollateralization Increase Amount for such Distribution Date
      minus
      (v) the
      Class A-1 Allocation Percentage of the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     

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

     

    “Group
      II Allocation Percentage”:
      The
      aggregate principal balance of the Group II Mortgage Loans divided by the sum
      of
      the aggregate principal balance of the Group I Mortgage Loans and the Group
      II
      Mortgage Loans.

     

    “Group
      II Cap Contract”:
      The
      Cap Contract between the Trustee and the Cap Counterparty, for the benefit
      of
      the Class A-2 Certificates and the Mezzanine Certificates.

     

    “Group
      II Interest Remittance Amount”:
      With
      respect to any Distribution Date is that portion of the Available Distribution
      Amount for such Distribution Date that represents interest received or advanced
      on the Group II Mortgage Loans (net of the Administration Fees and any
      Prepayment Charges and after taking into account amounts payable or reimbursable
      to the Trustee, the Custodians, the Securities Administrator, the Master
      Servicer, the Servicer or the Credit Risk Manager pursuant to this Agreement
      or
      the Custodial Agreements with respect to the Group II Mortgage
      Loans).

     

    “Group
      II Mortgage Loans”:
      Those
      Mortgage Loans identified on the Mortgage Loan Schedule as Group II Mortgage
      Loans.

     

    “Group
      II Principal Distribution Amount”:
      With
      respect to any Distribution Date the sum of (i) the principal portion of all
      Monthly Payments on the Group II Mortgage Loans due during the related Due
      Period, whether or not received on or prior to the related Determination Date;
      (ii) the principal portion of all proceeds received in respect of the repurchase
      of a Group II Mortgage Loan or, in the case of a substitution, certain amounts
      representing a principal adjustment, during the related Prepayment Period
      pursuant to or as contemplated by Section 2.03, Section 3.13(c) and Section
      10.01 of this Agreement; (iii) the principal portion of all other unscheduled
      collections, including Insurance Proceeds, Liquidation Proceeds and all
      Principal Prepayments in full and in part, received during the related
      Prepayment Period, to the extent applied as recoveries of principal on the
      Group
      II Mortgage Loans, net in each case of payments or reimbursements to the
      Trustee, the Custodians, the Master Servicer, the Securities Administrator,
      the
      Servicer or the Credit Risk Manager and (iv) the Class A-2 Allocation Percentage
      of the amount of any Overcollateralization Increase Amount for such Distribution
      Date minus
      (v) the
      Class A-2 Allocation Percentage of the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     

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

     

    “Independent”:
      When
      used with respect to any accountants, a Person who is “independent” within the
      meaning of Rule 2-01(B) of the Commission’s Regulation S-X. When used with
      respect to any specified Person, any such Person who (a) is in fact independent
      of the Depositor, the Master Servicer, the Securities Administrator, the
      Servicer, the Sponsor, any originator and their respective Affiliates, (b)
      does
      not have any direct financial interest in or any material indirect financial
      interest in the Depositor, the Master Servicer, the Securities Administrator,
      the Servicer, the Sponsor, any originator or any Affiliate thereof, (c) is
      not
      connected with the Depositor, the Master Servicer, the Securities Administrator,
      the Servicer, the Sponsor, any originator or any Affiliate thereof as an
      officer, employee, promoter, underwriter, trustee, partner, director or Person
      performing similar functions and (d) is not a member of the immediate family
      of
      a Person defined on clause (b) or (c) above.

     

    “Independent
      Contractor”:
      Either
      (i) any Person (other than the Servicer) that would be an “independent
      contractor” with respect to REMIC I within the meaning of Section 856(d)(3) of
      the Code if REMIC I 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 REMIC I does not receive or derive any income from
      such Person and provided that the relationship between such Person and REMIC
      I
      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 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 will 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”:
      As of
      any Adjustment Date, the index applicable to the determination of the Mortgage
      Rate on each Adjustable Rate Mortgage Loan will generally be either (i) 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 either (a) as of the first Business Day 45 days prior
      to
      such Adjustment Date or (b) as of the first Business Day of the month preceding
      the month of such Adjustment Date, as specified in the related Mortgage Note
      or
      (ii) the average of interbank offered rates for one-year U.S. dollar-denominated
      deposits in the London market based on quotations of major banks as published
      in
The
      Wall Street Journal
      and are
      most recently available as of the time specified in the related Mortgage
      Note.

     

    “Insurance
      Proceeds”:
      Proceeds of any title policy, hazard policy or other insurance policy, covering
      a Mortgage Loan or the related Mortgaged Property, to the extent such proceeds
      are not to be applied to the restoration of the related Mortgaged Property
      or
      released to the Mortgagor or a senior lienholder in accordance with Accepted
      Servicing Practices, subject to the terms and conditions of the related Mortgage
      Note and Mortgage.

     

    “Interest
      Accrual Period”:
      With
      respect to any Distribution Date and the Class A Certificates and the Mezzanine
      Certificates, the period commencing on the Distribution Date of 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 I Regular
      Interests, the one-month period ending on the last day of the calendar month
      immediately preceding the month in which such Distribution Date
      occurs.

     

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

     

    “Interest
      Determination Date”:
      With
      respect to the Class A Certificates, the Mezzanine Certificates, REMIC I Regular
      Interests and REMIC II Regular Interests (other than REMIC II Regular Interest
      P) and any Interest Accrual Period therefor, the second London Business Day
      preceding the commencement of such Interest Accrual Period.

     

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

     

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

     

    “ISDA
      Master Agreement”:
      The
      ISDA Master Agreement dated as of July 31, 2006, as amended and supplemented
      from time to time, between the Swap Provider and the Trustee.

     

    “Last
      Scheduled Distribution Date”:
      The
      Distribution Date occurring in August 2036, which is the Distribution Date
      immediately following the maturity date for the Mortgage Loan with the latest
      maturity date.

     

    “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 with respect
      to
      such Mortgage Loan, whether as late payments of Monthly Payments or as Insurance
      Proceeds, Liquidation Proceeds 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.

     

    “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 3.13(c) or Section 10.01 of this Agreement. 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 10.01.

     

    “Liquidation
      Proceeds”:
      The
      amount (other than Insurance Proceeds, amounts received in respect of the rental
      of any REO Property prior to REO Disposition, or required to be released to
      a
      Mortgagor or a senior lienholder in accordance with applicable law or the terms
      of the related Mortgage Loan Documents) received by the 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 (other than amounts required to be
      released to the Mortgagor or a senior lienholder), (ii) the liquidation of
      a
      defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or otherwise,
      (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(c), Section 3.22
      or
      Section 10.01 of this Agreement or (iv) any Subsequent Recoveries. 

     

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

     

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

     

    “Loss
      Severity Percentage”:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the amount of Realized Losses incurred on a Mortgage
      Loan
      and the denominator of which is the principal balance of such Mortgage Loan
      immediately prior to the liquidation of such Mortgage Loan.

     

    “Marker
      Rate”:
      With
      respect to the Class CE Certificates and any Distribution Date, a per annum
      rate
      equal to two (2) times the weighted average of the REMIC II Remittance Rate
      for
      each of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC
      II
      Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest
      A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II
      Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest
      M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II
      Regular Interest M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest
      M-10, REMIC II Regular Interest M-11 and REMIC II Regular Interest ZZ, with
      the
      rate on each such REMIC II Regular Interest (other than REMIC II Regular
      Interest ZZ) subject to a cap equal to the lesser of (i) the related One-Month
      LIBOR Pass-Through Rate and (ii) the related Net WAC Pass-Through Rate for
      the
      Corresponding Certificate for the purpose of this calculation for such
      Distribution Date and with the rate on REMIC II Regular Interest ZZ subject
      to a
      cap of zero for the purpose of this calculation; provided however, each such
      cap
      for each REMIC II Regular Interest (other than REMIC II Regular Interest ZZ)
      shall be multiplied by a fraction the numerator of which is the actual number
      of
      days in the related Interest Accrual Period and the denominator of which is
      30.

     

    “Master
      Servicer”:
      As of
      the Closing Date, Wells Fargo Bank, National Association and thereafter, its
      respective successors in interest who meet the qualifications of this Agreement.
      The Master Servicer and the Securities Administrator shall at all times be
      the
      same Person or an Affiliate.

     

    “Master
      Servicer Event of Default”:
      One or
      more of the events described in Section 8.01(b).

     

    “Master
      Servicing Fee”:
      With
      respect to each Mortgage Loan and for any calendar month, an amount equal to
      one-twelfth of the product of the Master Servicing Fee Rate multiplied by the
      Scheduled Principal Balance of the Mortgage Loans as of the Due Date in the
      preceding calendar month.

     

    “Master
      Servicing Fee Rate”:
      0.0125% per annum.

     

    “Maximum
      ZZ Uncertificated Interest Deferral Amount”:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      REMIC II Remittance Rate applicable to REMIC II Regular Interest ZZ for such
      Distribution Date on a balance equal to the Uncertificated Balance of REMIC
      II
      Regular Interest ZZ minus the REMIC II Overcollateralization Amount, in each
      case for such Distribution Date, over (ii) Uncertificated Interest on REMIC
      II
      Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
      A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC
      II
      Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest
      M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II
      Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest
      M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest M-10 and REMIC
      II
      Regular Interest M-11 for such Distribution Date, with the rate on each such
      REMIC II Regular Interest subject to a cap equal to the lesser of (i) the
      related One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC
      Pass-Through Rate for the Corresponding Certificate for the purpose of this
      calculation for such Distribution Date; provided however, each such cap for
      each
      REMIC II Regular Interest shall be multiplied by a fraction the numerator of
      which is the actual number of days in the related 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.

     

    “MERS”:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    “MERS®
      System”:
      The
      system of recording transfers of mortgages electronically maintained by
      MERS.

     

    “Mezzanine
      Certificate”:
      Any
      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 or Class M-11 Certificate.

     

    “MIN”:
      The
      Mortgage Identification Number for Mortgage Loans registered with MERS on the
      MERS® System.

     

    “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.

     

    “MOM
      Loan”:
      With
      respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
      Loan, solely as nominee for the originator of such Mortgage Loan and its
      successors and assigns, at the origination thereof.

     

    “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 or similar
      state or local laws; (b) without giving effect to any extension granted or
      agreed to by the Servicer pursuant to Section 3.01 of this Agreement; and (c)
      on
      the assumption that all other amounts, if any, due under such Mortgage Loan
      are
      paid when due.

     

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

     

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

     

    “Mortgage
      File”:
      The
      Mortgage Loan Documents pertaining to a particular Mortgage Loan.

     

    “Mortgage
      Loan”:
      Each
      mortgage loan transferred and assigned to the Trustee and the Mortgage Loan
      Documents for which have been delivered to the related Custodian pursuant to
      Section 2.01 of this Agreement and pursuant to the related Custodial Agreement,
      as held from time to time as a part of the Trust Fund, the Mortgage Loans so
      held being identified in the Mortgage Loan Schedule.

     

    “Mortgage
      Loan Documents”:
      The
      documents evidencing or relating to each Mortgage Loan delivered to the
      applicable Custodian under the related Custodial Agreement on behalf of the
      Trustee.

     

    “Mortgage
      Loan Purchase Agreement”:
      Shall
      mean the Mortgage Loan Purchase Agreement dated as of July 31, 2006, between
      the
      Depositor and the Sponsor, a copy of which is attached hereto as
      Exhibit F.

     

    “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.
      The
      Depositor shall deliver or cause the delivery of the initial Mortgage Loan
      Schedule to the Servicer, the Master Servicer, the Custodians and the Trustee
      on
      the Closing Date. The Mortgage Loan Schedule shall set forth the following
      information with respect to each Mortgage Loan:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  the
      Mortgagor’s first and last name;

     

    (iii)  the
      street address of the Mortgaged Property including the state and zip
      code;

     

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

     

    (v)  the
      type
      of Residential Dwelling constituting the Mortgaged Property;

     

    (vi)  the
      original months to maturity;

     

    (vii)  the
      original date of the Mortgage Loan and the remaining months to maturity from
      the
      Cut-off Date, based on the original amortization schedule;

     

    (viii)  the
      Loan-to-Value Ratio at origination;

     

    (ix)  the
      Mortgage Rate in effect immediately following the Cut-off Date;

     

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

     

    (xi)  the
      stated maturity date;

     

    (xii)  the
      amount of the Monthly Payment at origination;

     

    (xiii)  the
      amount of the Monthly Payment as of the Cut-off Date;

     

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

     

    (xv)  the
      original principal amount of the Mortgage Loan;

     

    (xvi)  the
      Stated Principal Balance of the Mortgage Loan as of the close of business on
      the
      Cut-off Date;

     

    (xvii)  with
      respect to each Adjustable Rate Mortgage Loan, the first Adjustment
      Date;

     

    (xviii)  with
      respect to each Adjustable Rate Mortgage Loan, the Gross Margin;

     

    (xix)  a
      code
      indicating the purpose of the loan (i.e., purchase financing, rate/term
      refinancing, cash-out refinancing);

     

    (xx)  with
      respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xxi)  with
      respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xxii)  the
      Mortgage Rate at origination;

     

    (xxiii)  with
      respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
      Cap;

     

    (xxiv)  with
      respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date
      immediately following the Cut-off Date;

     

    (xxv)  with
      respect to each Adjustable Rate Mortgage Loan, the related Index;

     

    (xxvi)  the
      date
      on which the first Monthly Payment was due on the Mortgage Loan and, if such
      date is not consistent with the Due Date currently in effect, such Due
      Date;

     

    (xxvii)  a
      code
      indicating whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or
      a
      fixed rate Mortgage Loan;

     

    (xxviii)  a
      code
      indicating the documentation style (i.e., full, stated or limited);

     

    (xxix)  a
      code
      indicating if the Mortgage Loan is subject to a primary insurance policy or
      lender paid mortgage insurance policy and the name of the insurer, and if
      applicable, the rate payable in connection therewith;

     

    (xxx)  the
      Appraised Value of the Mortgaged Property;

     

    (xxxi)  the
      sale
      price of the Mortgaged Property, if applicable;

     

    (xxxii)  a
      code
      indicating whether the Mortgage Loan is subject to a Prepayment Charge, the
      term
      of such Prepayment Charge and the amount of such Prepayment Charge;

     

    (xxxiii)  the
      product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
      etc.);

     

    (xxxiv)  the
      Mortgagor’s debt to income ratio; 

     

    (xxxv)  the
      FICO
      score at origination;

     

    (xxxvi)  with
      respect to each Mortgage Loan registered on MERS, the MIN; 

     

    (xxxvii)  the
      applicable Custodian; and

     

    (xxxviii)  a
      code
      indicating whether the Mortgage Loan is secured by a first or second
      lien.

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
      of
      Mortgage Loans; (2) the current 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
      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 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 shall be the rate set forth in the Mortgage Loan Schedule as the
      Mortgage Rate in effect immediately following the Cut-off Date 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 securing a Mortgage Loan, including any REO Property,
      consisting of an Estate in Real Property improved by a Residential
      Dwelling.

     

    “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 Distribution Amount for such Distribution Date over (y) the sum for
      such Distribution Date of (A) the aggregate Senior Interest Distribution Amounts
      payable to the Holders of the Class A Certificates, (B) the aggregate Interest
      Distribution Amounts payable to the holders of the Mezzanine Certificates,
      (C)
      the Principal Remittance Amount and (D) any Net Swap Payment or Swap Termination
      Payment (not caused by the occurrence of a Swap Provider Trigger Event) owed
      to
      the Swap Provider (to the extent such amount has not been paid by the Securities
      Administrator from any upfront payment received pursuant to any related
      replacement interest rate swap agreement that may be entered into by the Trustee
      on behalf of the Supplemental Interest Trust).

     

    “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 Administration Fee
      Rate.

     

    “Net
      Swap Payment”:
      With
      respect to each Distribution Date, the net payment required to be made pursuant
      to the terms of the Swap Agreement by either the Swap Provider or Securities
      Administrator from the Supplemental Interest Trust, which net payment shall
      not
      take into account any Swap Termination Payment.

     

    “Net
      WAC Pass-Through Rate”:
      With
      respect to the Class A-1 Certificates and any Distribution Date, a rate per
      annum (adjusted for the actual number of days elapsed in the related Interest
      Accrual Period) equal to the product of (i) twelve and (ii) a fraction,
      expressed as a percentage, the numerator of which is the amount of interest
      which accrued on the Group I Mortgage Loans in the prior calendar month minus
      the fees payable to the Servicer, the Master Servicer and the Credit Risk
      Manager with respect to the Group I Mortgage Loans for such Distribution Date
      and the Group I Allocation Percentage of any Net Swap Payment payable to the
      Swap Provider and Swap Termination Payment payable to the Swap Provider which
      was not caused by the occurrence of a Swap Provider Trigger Event (to the extent
      such amount has not been paid by the Securities Administrator from any upfront
      payment received pursuant to any related replacement interest rate swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust), in each case for such Distribution Date and the denominator
      of
      which is the aggregate principal balance of the Group I Mortgage Loans as of
      the
      last day of the immediately preceding Due Period (or as of the Cut-off Date
      with
      respect to the first Distribution Date). For federal income tax purposes, the
      economic equivalent of such rate shall be expressed as the weighted average
      of
      (adjusted for the actual number of days elapsed in the related Interest Accrual
      Period) the REMIC II Remittance Rate on REMIC II Regular Interest I-GRP,
      weighted on the basis of the Uncertificated Balance of such REMIC II Regular
      Interest. 

     

    With
      respect to the Class A-2 Certificates and any Distribution Date, a rate per
      annum (adjusted for the actual number of days elapsed in the related Interest
      Accrual Period) equal to the product of (i) twelve and (ii) a fraction,
      expressed as a percentage, the numerator of which is the amount of interest
      which accrued on the Group II Mortgage Loans in the prior calendar month minus
      the fees payable to the Servicer, the Master Servicer and the Credit Risk
      Manager with respect to the Group II Mortgage Loans for such Distribution Date
      and the Group II Allocation Percentage of any Net Swap Payment payable to the
      Swap Provider and Swap Termination Payment payable to the Swap Provider which
      was not caused by the occurrence of a Swap Provider Trigger Event (to the extent
      such amount has not been paid by the Securities Administrator from any upfront
      payment received pursuant to any related replacement interest rate swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust), in each case for such Distribution Date and the denominator
      of
      which is the aggregate principal balance of the Group II Mortgage Loans as
      of
      the last day of the immediately preceding Due Period (or as of the Cut-off
      Date
      with respect to the first Distribution Date). For federal income tax purposes,
      the economic equivalent of such rate shall be expressed as the weighted average
      of (adjusted for the actual number of days elapsed in the related Interest
      Accrual Period) the REMIC II Remittance Rate on REMIC II Regular Interest
      II-GRP, weighted on the basis of the Uncertificated Balance of such REMIC II
      Regular Interest.

     

    With
      respect to the Mezzanine Certificates and any Distribution Date a rate per
      annum
      equal to the weighted average (weighted in proportion to the results of
      subtracting from the Scheduled Principal Balance of each loan group, the
      Certificate Principal Balance of the related Class A Certificates), of (i)
      the
      Net WAC Pass-Through Rate for the Class A-1 Certificates and (ii) the Net WAC
      Pass-Through Rate for the Class A-2 Certificates. For federal income tax
      purposes, the economic equivalent of such rate shall be expressed as the
      weighted average of (adjusted for the actual number of days elapsed in the
      related Interest Accrual Period) the REMIC II Remittance Rates on (a) REMIC
      II
      Regular Interest I-SUB, subject to a cap and a floor equal to the REMIC II
      Remittance Rate on REMIC II Regular Interest I-GRP, and (b) REMIC II Regular
      Interest II-SUB, subject to a cap and a floor equal to the REMIC II Remittance
      Rate on REMIC II Regular Interest II-GRP, weighted on the basis of the
      Uncertificated Balance of each such REMIC II Regular Interest.

     

    “Net
      WAC Rate Carryover Amount”:
      With
      respect to any Class A Certificate or Mezzanine Certificate and any Distribution
      Date on which the Pass-Through Rate is limited to the applicable Net WAC
      Pass-Through Rate, an amount equal to the sum of (i) the excess of (x) the
      amount of interest such Class would have been entitled to receive on such
      Distribution Date if the applicable Net WAC Pass-Through Rate would not have
      been applicable to such Class on such Distribution Date over (y) the amount
      of
      interest paid to such Class on such Distribution Date at the applicable Net
      WAC
      Pass-Through Rate plus (ii) the related Net WAC Rate Carryover Amount for the
      previous Distribution Date not previously distributed to such Class together
      with interest thereon at a rate equal to the Pass-Through Rate for such Class
      for the most recently ended Interest Accrual Period without taking into account
      the applicable Net WAC Pass-Through Rate.

     

    “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.

     

    “Nonrecoverable
      P&I Advance”:
      Any
      P&I 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 Servicer
      or a successor to the Servicer (including the Master Servicer) will not or,
      in
      the case of a proposed P&I 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
      Servicer or a successor to the Servicer (including the Master Servicer) will
      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 Certificates and any Distribution Date, the
      Uncertificated Balance of the REMIC II Regular Interests (other than REMIC
      II
      Regular Interest P) for such Distribution Date. As of the Closing Date, the
      Notional Amount of the Class CE Certificates is equal to
      $567,565,584.16.

     

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

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interests

            
	
              1st
                through 7th

            	 	
              I-1-A
                through I-39-A and II-1-A through II-39-A 

            
	
              8

            	 	
              I-2-A
                through I-39-A and II-2-A through II-39-A 

            
	
              9

            	 	
              I-3-A
                through I-39-A and II-3-A through II-39-A 

            
	
              10

            	 	
              I-4-A
                through I-39-A and II-4-A through II-39-A 

            
	
              11

            	 	
              I-5-A
                through I-39-A and II-5-A through II-39-A 

            
	
              12

            	 	
              I-6-A
                through I-39-A and II-6-A through II-39-A 

            
	
              13

            	 	
              I-7-A
                through I-39-A and II-7-A through II-39-A 

            
	
              14

            	 	
              I-8-A
                through I-39-A and II-8-A through II-39-A

            
	
              15

            	 	
              I-9-A
                through I-39-A and II-9-A through II-39-A 

            
	
              16

            	 	
              I-10-A
                through I-39-A and II-10-A through II-39-A 

            
	
              17

            	 	
              I-11-A
                through I-39-A and II-11-A through II-39-A 

            
	
              18

            	 	
              I-12-A
                through I-39-A and II-12-A through II-39-A 

            
	
              19

            	 	
              I-13-A
                through I-39-A and II-13-A through II-39-A 

            
	
              20

            	 	
              I-14-A
                through I-39-A and II-14-A through II-39-A 

            
	
              21

            	 	
              I-15-A
                through I-39-A and II-15-A through II-39-A 

            
	
              22

            	 	
              I-16-A
                through I-39-A and II-16-A through II-39-A 

            
	
              23

            	 	
              I-17-A
                through I-39-A and II-17-A through II-39-A 

            
	
              24

            	 	
              I-18-A
                through I-39-A and II-18-A through II-39-A 

            
	
              25

            	 	
              I-19-A
                through I-39-A and II-19-A through II-39-A 

            
	
              26

            	 	
              I-20-A
                through I-39-A and II-20-A through II-39-A 

            
	
              27

            	 	
              I-21-A
                through I-39-A and II-21-A through II-39-A 

            
	
              28

            	 	
              I-22-A
                through I-39-A and II-22-A through II-39-A 

            
	
              29

            	 	
              I-23-A
                through I-39-A and II-23-A through II-39-A 

            
	
              30

            	 	
              I-24-A
                through I-39-A and II-24-A through II-39-A 

            
	
              31

            	 	
              I-25-A
                through I-39-A and II-25-A through II-39-A 

            
	
              32

            	 	
              I-26-A
                through I-39-A and II-26-A through II-39-A 

            
	
              33

            	 	
              I-27-A
                through I-39-A and II-27-A through II-39-A 

            
	
              34

            	 	
              I-28-A
                through I-39-A and II-28-A through II-39-A 

            
	
              35

            	 	
              I-29-A
                through I-39-A and II-29-A through II-39-A

            
	
              36

            	 	
              I-30-A
                through I-39-A and II-30-A through II-39-A 

            
	
              37

            	 	
              I-31-A
                through I-39-A and II-31-A through II-39-A 

            
	
              38

            	 	
              I-32-A
                through I-39-A and II-32-A through II-39-A 

            
	
              39

            	 	
              I-33-A
                through I-39-A and II-33-A through II-39-A 

            
	
              40

            	 	
              I-34-A
                through I-39-A and II-34-A through II-39-A 

            
	
              41

            	 	
              I-35-A
                through I-39-A and II-35-A through II-39-A 

            
	
              42

            	 	
              I-36-A
                through I-39-A and II-36-A through II-39-A 

            
	
              43

            	 	
              I-37-A
                through I-39-A and II-37-A through II-39-A 

            
	
              44

            	 	
              I-38-A
                and I-39-A and II-38-A and II-39-A 

            
	
              45

            	 	
              I-39-A
                and II-39-A 

            
	
              thereafter

            	 	
              $0.00

            


    

    


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

     

    “Ocwen”:
      Ocwen
      Loan Servicing, LLC or any successor thereto appointed hereunder in connection
      with the servicing and administration of the Mortgage Loans.

     

    “Offered
      Certificates”:
      The
      Class A Certificates and the Mezzanine Certificates, collectively.

     

    “Officer’s
      Certificate”:
      With
      respect to any Person, a certificate signed by the Chairman of the Board, the
      Vice Chairman of the Board, the President or a vice president (however
      denominated), or by the Treasurer, the Secretary, or one of the assistant
      treasurers or assistant secretaries of such Person (or, in the case of a Person
      that is not a corporation, signed by the person or persons having like
      responsibilities).

     

    “One-Month
      LIBOR”:
      With
      respect to the Class A Certificates, the Mezzanine Certificates, REMIC II
      Regular Interests (other than REMIC II Regular Interest P) and any Interest
      Accrual Period therefor, the rate determined by the Securities Administrator
      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 will
      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 Securities Administrator will 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 Securities Administrator shall
      select an alternative comparable index (over which the Securities Administrator
      has no control), used for determining one-month Eurodollar lending rates that
      is
      calculated and published (or otherwise made available) by an independent party.
      The establishment of One-Month LIBOR by the Securities Administrator and the
      Securities Administrator’s subsequent calculation of the One-Month LIBOR
      Pass-Through Rates for the relevant Interest Accrual Period, shall, in the
      absence of manifest error, be final and binding.

     

    “One-Month
      LIBOR Pass-Through Rate”:
      With
      respect to the Class A-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest A-1, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class A-2A Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2A, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class A-2B Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2B, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class A-2C Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2C, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class A-2D Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2D, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-1, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-2, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-3, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-4, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-5, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-6, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-7, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-8, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-9, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-10 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest M-10, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-11 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest M-11, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

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

     

    “Optional
      Termination Date”:
      The
      Distribution Date on which the aggregate principal balance of the Mortgage
      Loans
      (and properties acquired in respect thereof) remaining in the Trust Fund as
      of
      the last day of the related Due Period is reduced to less than or equal to
      10%
      of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    “Overcollateralization
      Amount”:
      With
      respect to any Distribution Date, the excess, if any, of (a) the aggregate
      Stated Principal Balances of the Mortgage Loans and REO Properties immediately
      following such Distribution Date 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 taking into account
      the payment of the Principal Remittance Amount on such Distribution
      Date).

     

    “Overcollateralization
      Increase Amount”:
      With
      respect to any Distribution Date, the amount of Net Monthly Excess Cashflow
      actually applied as an accelerated payment of principal to the Class A
      Certificates and the Mezzanine Certificates then entitled to distributions
      of
      principal to the extent the Required Overcollateralization Amount exceeds the
      Overcollateralization Amount.

     

    “Overcollateralization
      Reduction Amount”:
      With
      respect to any Distribution Date, the lesser of (i) the amount by which the
      Overcollateralization Amount exceeds the Required Overcollateralization Amount
      and (ii) the Principal Remittance Amount; provided however that on any
      Distribution Date on which a Trigger Event is in effect, the
      Overcollateralization Reduction Amount shall equal zero.

     

    “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.

     

    “P&I
      Advance”:
      As to
      any Mortgage Loan or REO Property, any advance made by the Servicer in respect
      of any Determination Date pursuant to Section 5.03 of this Agreement, an Advance
      Financing Person pursuant to Section 3.26 of this Agreement or in respect of
      any
      Distribution Date by a successor Servicer pursuant to Section 8.02 of this
      Agreement (which advances shall not include principal or interest shortfalls
      due
      to bankruptcy proceedings or application of the Relief Act or similar state
      or
      local laws.)

     

    “Pass-Through
      Rate”:
      With
      respect to the Class A Certificates and the Mezzanine Certificates, and any
      Distribution Date, a rate per annum equal to the lesser of (i) the related
      One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the
      related Net WAC Pass-Through Rate for such Distribution Date.

     

    With
      respect to the Class CE Certificates and any Distribution Date, a rate per
      annum
      equal to the percentage equivalent of a fraction, the numerator of which is
      the
      sum of the amounts calculated pursuant to clauses (i) through (xix) below,
      and
      the denominator of which is the aggregate Uncertificated Balances of REMIC
      II
      Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest
      A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC
      II
      Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest
      M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
      Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
      M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9, REMIC II
      Regular Interest M-10, REMIC II Regular Interest M-11 and REMIC II Regular
      Interest ZZ. For purposes of calculating the Pass-Through Rate for the Class
      CE
      Certificates, the numerator is equal to the sum of the following
      components:

     

    (i)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest AA minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest AA;

     

    (ii)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-1 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-1;

     

    (iii)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2A minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2A;

     

    (iv)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2B minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2B;

     

    (v)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2C minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2C;

     

    (vi)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2D minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2D;

     

    (vii)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-1 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-1;

     

    (viii)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-2 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-2;

     

    (ix)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-3 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-3;

     

    (x)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-4 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-4;

     

    (xi)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-5 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-5;

     

    (xii)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-6 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-6;

     

    (xiii)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-7 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-7;

     

    (xiv)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-8 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-8;

     

    (xv)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-9 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-9;

     

    (xvi)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-10 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-10;

     

    (xvii)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-11 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-11;

     

    (xviii)  the
      REMIC
      II Remittance Rate for REMIC II Regular Interest ZZ minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest ZZ; and

     

    (xix)  100%
      of
      the interest on REMIC II Regular Interest P.

     

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

     

    “PCAOB”:
       Means
      the
      Public Company Accounting Oversight Board.

     

    “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 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 Class A Certificates and the Mezzanine
      Certificates are issuable only in minimum Percentage Interests corresponding
      to
      minimum initial Certificate Principal Balances of $25,000 and integral multiples
      of $1.00 in excess thereof. The Class P Certificates are issuable only in
      Percentage Interests corresponding to 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
      Balances of $10,000 and integral multiples of $1.00 in excess thereof; provided,
      however, that a single Certificate of each such Class of Certificates may be
      issued having a Percentage Interest corresponding to the remainder of the
      aggregate initial Notional Balance 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 integral multiples
      of 5% in excess 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 Adjustable Rate 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 Servicer, the Master Servicer, 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 such obligations are backed by the full faith and credit
      of
      the United States;

     

    (ii)  (A)
      demand and time deposits in, certificates of deposit of, bankers’ acceptances
      issued by or federal funds sold by any depository institution or trust company
      (including the Trustee or its agent acting in their respective commercial
      capacities) incorporated under the laws of the United States of America or
      any
      state thereof and subject to supervision and examination by federal and/or
      state
      authorities, so long as, at the time of such investment or contractual
      commitment providing for such investment, such depository institution or trust
      company (or, if the only Rating Agency is S&P, in the case of the principal
      depository institution in a depository institution holding company, debt
      obligations of the depository institution holding company) or its ultimate
      parent has a short-term uninsured debt rating in the highest available rating
      category of Moody’s and S&P and provided that each such investment has an
      original maturity of no more than 365 days; and provided further that, if the
      only Rating Agency is S&P and if the depository or trust company is a
      principal subsidiary of a bank holding company and the debt obligations of
      such
      subsidiary are not separately rated, the applicable rating shall be that of
      the
      bank holding company; and, provided further that, if the original maturity
      of
      such short-term obligations of a domestic branch of a foreign depository
      institution or trust company shall exceed 30 days, the short-term rating of
      such
      institution shall be A-1+ in the case of S&P if S&P is the Rating
      Agency; and (B) any other demand or time deposit or deposit which is fully
      insured by the FDIC;

     

    (iii)  repurchase
      obligations with a term not to exceed 30 days with respect to any security
      described in clause (i) above and entered into with a depository institution
      or
      trust company (acting as principal) rated A-1+ or higher by S&P, and A2 or
      higher by Moody’s, provided, however, that collateral transferred pursuant to
      such repurchase obligation must be of the type described in clause (i) above
      and
      must (A) be valued daily at current market prices plus accrued interest, (B)
      pursuant to such valuation, be equal, at all times, to 105% of the cash
      transferred by a party in exchange for such collateral and (C) be delivered
      to
      such party or, if such party is supplying the collateral, an agent for such
      party, in such a manner as to accomplish perfection of a security interest
      in
      the collateral by possession of certificated securities;

     

    (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 that have been rated “AAAm” or “AAAm-G” by S&P or “Aaa”
by Moody’s including any such money market fund managed or advised by the Master
      Servicer, the Trustee or any of their Affiliates; and

     

    (vii)  if
      previously confirmed in writing to the Trustee, any other demand, money market
      or time deposit, or any other obligation, security or investment, 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, limited liability company, 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
      ERISA or Section 4975 of the Code.

     

    “Prepayment
      Assumption”:
      A
      prepayment rate for (a) the Adjustable Rate Mortgage Loans of 100% PPC, which
      represents (i) a per annum prepayment rate of 5% of the then outstanding
      principal balance of the Adjustable Rate Mortgage Loans in the first month
      of
      the life of the Adjustable Rate Mortgage Loans, (ii) an additional 2% per annum
      in each month thereafter through the eleventh month, (iii) building to a
      constant prepayment rate of 27% per annum beginning in the twelfth month and
      remaining constant until the twenty-third month, (iv) increasing to and
      remaining constant at a prepayment rate of 60% per annum beginning in the
      twenty-fourth month until the twenty-seventh month and (v) decreasing and
      remaining constant at a prepayment rate of 30% per annum from the twenty-eighth
      month and thereafter; provided, however, the prepayment rate will not exceed
      85%
      per annum in any period for any percentage of PPC; and (b) the fixed-rate
      Mortgage Loans of 100% PPC, which represents (i) a per annum prepayment rate
      of
      4% of the then outstanding principal balance of the fixed rate Mortgage Loans
      in
      the first month of the life of such Mortgage Loans, (ii) an additional 1.72727%
      per annum in each month thereafter through the eleventh month and (iii) a
      constant prepayment rate of 23% per annum beginning in the twelfth month and
      in
      each month thereafter during the life of the fixed rate Mortgage Loans;
      provided, however, the prepayment rate will not exceed 85% per annum in any
      period for any percentage of PPC. The Prepayment Assumption is used solely
      for
      determining the accrual of original issue discount on the Certificates for
      federal income tax purposes. 

     

    “Prepayment
      Charge”:
      With
      respect to any Principal Prepayment, any prepayment premium, penalty or charge
      payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage
      Loan pursuant to the terms of the related Mortgage Note.

     

    “Prepayment
      Charge Schedule”:
      As of
      any date, the list of Mortgage Loans providing for a Prepayment Charge included
      in the Trust Fund on such date, attached hereto as Schedule 2 (including the
      prepayment charge summary attached thereto). The Depositor shall deliver or
      cause the delivery of the Prepayment Charge Schedule to the Servicer, the Master
      Servicer and the Trustee on the Closing Date. The Prepayment Charge Schedule
      shall set forth the following information with respect to each Prepayment
      Charge:

     

    (i)  the
      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.

     

    “Prepayment
      Interest Excess”:
      With
      respect to 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
      fifteenth (15th)
      day 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 Servicer may withdraw such Prepayment Interest Excess from the
      Collection Account in accordance with Section 3.09(a)(x).

     

    “Prepayment
      Interest Shortfall”:
      With
      respect to any Distribution Date, for each such Mortgage Loan that was the
      subject of a Principal Prepayment in full or in part 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 that was applied by the Servicer to reduce
      the outstanding principal balance of such Mortgage Loan on a date preceding
      the
      Due Date in the succeeding Prepayment Period, 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 date on which the prepayment is applied and
      ending on the last day of the calendar month preceeding such Distribution Date.
      The obligations of the Servicer and the Master Servicer in respect of any
      Prepayment Interest Shortfall are set forth in Section 3.23 and Section 4.19,
      respectively of this Agreement. 

     

    “Prepayment
      Period”:
      For
      any
      Distribution Date (i) with respect to Principal Prepayments in part, the
      calendar month preceding the month in which the related Distribution Date occurs
      and (ii) with respect to Principal Prepayments in full, the period beginning
      on
      the 16th day of the month preceding the month in which the related Distribution
      Date occurs (or with respect to the first Prepayment Period, the period
      commencing on the Cut-off Date) and ending on the 15th day of the month in
      which
      such Distribution Date occurs.

     

    “Principal
      Prepayment”:
      Any
      voluntary 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
      Distribution Amount”:
      With
      respect to any Distribution Date is the sum of the Group I Principal
      Distribution Amount and the Group II Principal Distribution Amount.

     

    “Principal
      Remittance Amount”:
      With
      respect to any Distribution Date is the sum of the Group I Principal Remittance
      Amount and the Group II Principal Remittance Amount.

     

    “Purchase
      Price”:
      With
      respect to any Mortgage Loan or REO Property to be purchased pursuant to or
      as
      contemplated by Section 2.03, Section 3.13(c) or Section 10.01 of this
      Agreement, and as confirmed by a certification of a Servicing Officer 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
      10.01), (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 a P&I Advance by the Servicer, which payment or P&I Advance
      had as of the date of purchase been distributed pursuant to Section 5.01,
      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 a P&I Advance by the 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 P&I Advances that as of the date of purchase had been distributed as or
      to cover REO Imputed Interest pursuant to Section 5.01, (iii) any unreimbursed
      Servicing Advances and P&I Advances (including Nonrecoverable P&I
      Advances and Nonrecoverable Servicing Advances) and any unpaid Servicing Fees
      allocable to such Mortgage Loan or REO Property and (iv) 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 Servicer or the Trustee in respect
      of the breach or defect giving rise to the purchase obligation and any costs
      and
      damages incurred by the Trust Fund and the Trustee in connection with any
      violation by any such Mortgage 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 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) if the mortgage loan
      is an Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate not less
      than
      the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if the mortgage
      loan is an Adjustable Rate Mortgage Loan, have a Minimum Mortgage Rate not
      less
      than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the mortgage
      loan is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to the
      Gross
      Margin of the Deleted Mortgage Loan, (vi) if the mortgage loan is an 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 as of
      the
      date of substitution equal to or lower than the Loan-to-Value Ratio of the
      Deleted Mortgage Loan as of such date, (x) be secured by the same lien priority
      on the related Mortgaged Property as the Deleted Mortgage Loan, (xi) have a
      credit grade at least equal to the credit grading assigned on the Deleted
      Mortgage Loan, (xii) be a “qualified mortgage” as defined in the REMIC
      Provisions and (xiii) conform to each representation and warranty set forth
      in
      Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted
      Mortgage Loan. 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 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 term to maturity,
      the Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied
      as
      to each such mortgage loan, the credit grades 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 (xii) hereof must be satisfied as to each Qualified
      Substitute Mortgage Loan or in the aggregate, as the case may be.

     

    “Rate/Term
      Refinancing”:
      A
      Refinanced Mortgage Loan, the proceeds of which are not more than a nominal
      amount in excess of the existing first mortgage loan and any subordinate
      mortgage loan on the related Mortgaged Property and related closing costs,
      and
      were used exclusively (except for such nominal amount) to satisfy the then
      existing first mortgage loan and any subordinate mortgage loan of the Mortgagor
      on the related Mortgaged Property and to pay related closing costs.

     

    “Rating
      Agency or Rating Agencies”:
      Moody’s 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 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), as reported by the Servicer to the
      Master Servicer (in substantially the form of Schedule 4 hereto) equal to (i)
      the unpaid 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 3.09(a)(ix) and Section 3.13(b) of this Agreement,
      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 Servicer with respect to such
      Mortgage Loan pursuant to Section 3.09(a)(iii) of this Agreement.

     

    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 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 3.09(a)(ix) and Section
      3.13(b) of this Agreement, minus (v) the aggregate of all P&I Advances and
      Servicing Advances (in the case of Servicing Advances, without duplication
      of
      amounts netted out of the rental income, Insurance Proceeds and Liquidation
      Proceeds described in clause (vi) below) made by the Servicer in respect of
      such
      REO Property or the related Mortgage Loan for which the Servicer has been or,
      in
      connection with such Final Recovery Determination, will be reimbursed pursuant
      to Section 3.22 of this Agreement 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, will be transferred to the Distribution
      Account pursuant to Section 3.22 of this Agreement.

     

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

     

    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.

     

    To
      the
      extent the Servicer receives Subsequent Recoveries with respect to any Mortgage
      Loan, the amount of Realized Loss with respect to that Mortgage Loan will be
      reduced to the extent such recoveries are applied to reduce the Certificate
      Principal Balance of any Class of Certificates on any Distribution
      Date.

     

    “Record
      Date”:
      With
      respect to each Distribution Date and the Class A Certificates and the Mezzanine
      Certificates, the Business Day immediately preceding such Distribution Date
      for
      so long as such Certificates are Book-Entry Certificates. With respect to each
      Distribution Date and any other Class of Certificates, including any Definitive
      Certificates, the last day of the calendar month immediately preceding the
      month
      in which such Distribution Date occurs.

     

    “Reference
      Banks”:
      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 Securities Administrator 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 Securities Administrator.

     

    “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 CE Certificate or Class P
      Certificate.

     

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

     

    “Regulation
      AB”:
      Means
      Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    “Relevant
      Servicing Criteria”:
      Means
      the Servicing Criteria applicable to the various parties, as set forth on
      Exhibit E attached hereto. For clarification purposes, multiple parties can
      have
      responsibility for the same Relevant Servicing Criteria. With respect to a
      Servicing Function Participant engaged by the Master Servicer, the Securities
      Administrator, the Trustee or the Servicer, the term “Relevant Servicing
      Criteria” may refer to a portion of the Relevant Servicing Criteria applicable
      to such parties.

     

    “Relief
      Act”:
      The
      Servicemembers Civil Relief Act, as amended, or similar state or local
      laws.

     

    “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
      Due Period 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 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); and (v) the Collection Account, the Distribution Account 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 (i) 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; (ii) the Reserve Fund and any amounts on deposit therein
      from
      time to time and any proceeds thereof; (iii) the Swap Agreement; (iv) the Cap
      Contracts; and (v) theSupplemental Interest Trust.

     

    “REMIC
      I Group I Regular Interests”:
      REMIC
      I Regular Interest I and REMIC I Regular Interest I-1-A through REMIC I Regular
      Interest I-39-B as designated in the Preliminary Statement hereto.

     

    “REMIC
      I Group II Regular Interests”:
      REMIC
      I Regular Interest II and REMIC I Regular Interest II-1-A through REMIC II
      Regular Interest II-39-B as designated in the Preliminary Statement
      hereto.

     

    “REMIC
      I Regular Interest”:
      Any of
      the 158 separate non-certificated beneficial ownership interests in REMIC I
      issued hereunder and designated as a “regular interest” in REMIC I. Each REMIC I
      Regular Interest shall accrue interest at the related 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 Balance as set forth in the Preliminary Statement hereto.
      

     

    “REMIC
      I Remittance Rate”:
      With
      respect to REMIC I Regular Interest I, a per annum rate equal to the weighted
      average of the Net Mortgage Rates of the Group I Mortgage Loans. With respect
      to
      each REMIC I Group I Regular Interest ending with the designation “A”, a per
      annum rate equal to the weighted average of the Net Mortgage Rates of the Group
      I Mortgage Loans multiplied by 2, subject to a maximum rate of 11.1600%. With
      respect to each REMIC I 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 Net Mortgage Rates of the Group I
      Mortgage Loans over (ii) 11.1600% and (y) 0.00%. With respect to REMIC I Regular
      Interest II, a per annum rate equal to the weighted average of the Net Mortgage
      Rates of the Group II Mortgage Loans. With respect to each REMIC I Group II
      Regular Interest ending with the designation “A”, a per annum rate equal to the
      weighted average of the Net Mortgage Rates of the Group II Mortgage Loans
      multiplied by 2, subject to a maximum rate of 11.1600%. With respect to each
      REMIC I 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 Net Mortgage Rates of the Group II Mortgage Loans over
      (ii) 11.1600% and (y) 0.00%.

     

    “REMIC
      II”:
      The
      segregated pool of assets consisting of all of the REMIC I Regular Interests
      conveyed in trust to the Trustee, for the benefit of the REMIC II Regular
      Interests pursuant to Section 2.07, and all amounts deposited therein, with
      respect to which a separate REMIC election is to be made.

     

    “REMIC
      II Interest Loss Allocation Amount”:
      With
      respect to any Distribution Date, an amount 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 II Remittance Rate for REMIC
      II
      Regular Interest AA minus the Marker Rate, divided by (b) 12.

     

    “REMIC
      II Marker Allocation Percentage”:
      50% of
      any amount payable or loss attributable from the Mortgage Loans, which shall
      be
      allocated to REMIC II Regular Interest AA, REMIC II Regular Interest A-1, REMIC
      II Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular
      Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1,
      REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular
      Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6,
      REMIC II Regular Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular
      Interest M-9, REMIC II Regular Interest M-10, REMIC II Regular Interest M-11,
      REMIC II Regular Interest ZZ and REMIC II Regular Interest P.

     

    “REMIC
      II Overcollateralization Amount”:
      With
      respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
      Balances of the REMIC II Regular Interests (other than REMIC II Regular Interest
      P) minus (ii) the aggregate of the Uncertificated Balances of REMIC II Regular
      Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
      REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular
      Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3,
      REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular
      Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8,
      REMIC II Regular Interest M-9, REMIC II Regular Interest M-10 and REMIC II
      Regular Interest M-11, in each case as of such date of
      determination.

     

    “REMIC
      II Principal Loss Allocation Amount”:
      With
      respect to any Distribution Date, an amount 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) 1 minus a fraction, the numerator of which
      is two times the aggregate of the Uncertificated Balances of REMIC II Regular
      Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
      REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular
      Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3,
      REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular
      Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8,
      REMIC II Regular Interest M-9, REMIC II Regular Interest M-10 and REMIC II
      Regular Interest M-11 and the denominator of which is the aggregate of the
      Uncertificated Balances of REMIC II Regular Interest A-1, REMIC II Regular
      Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C,
      REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular
      Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4,
      REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular
      Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9,
      REMIC II Regular Interest M-9, REMIC II Regular Interest M-10, REMIC II Regular
      Interest M-11 and REMIC II Regular Interest ZZ.

     

    “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 II Regular Interests
      are set forth in the Preliminary Statement hereto.

     

    “REMIC
      II Regular Interest AA”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest AA 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.

     

    “REMIC
      II Regular Interest A-1”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest A-1 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.

     

    “REMIC
      II Regular Interest A-2A”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest A-2A 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.

     

    “REMIC
      II Regular Interest A-2B”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest A-2B 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.

     

    “REMIC
      II Regular Interest A-2C”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest A-2C 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.

     

    “REMIC
      II Regular Interest A-2D”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest A-2D 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.

     

    “REMIC
      II Regular Interest IO”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest IO shall accrue interest at the related REMIC II Remittance Rate in
      effect from time to time and shall not be entitled to distributions of
      principal. 

     

    “REMIC
      II Regular Interest M-1”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-1 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.

     

    “REMIC
      II Regular Interest M-2”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-2 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.

     

    “REMIC
      II Regular Interest M-3”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-3 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.

     

    “REMIC
      II Regular Interest M-4”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-4 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.

     

    “REMIC
      II Regular Interest M-5”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-5 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.

     

    “REMIC
      II Regular Interest M-6”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-6 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.

     

    “REMIC
      II Regular Interest M-7”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-7 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.

     

    “REMIC
      II Regular Interest M-8”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-8 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.

     

    “REMIC
      II Regular Interest M-9”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-9 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.

     

    “REMIC
      II Regular Interest M-10”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-10 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.

     

    “REMIC
      II Regular Interest M-11”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest M-11 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.

     

    “REMIC
      II Regular Interest P”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest P 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.

     

    “REMIC
      II Regular Interest XX”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest XX 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.

     

    “REMIC
      II Regular Interest ZZ”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest ZZ 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.

     

    “REMIC
      II Regular Interest I-SUB”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest I-SUB 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.

     

    “REMIC
      II Regular Interest I-GRP”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest I-GRP 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.

     

    “REMIC
      II Regular Interest II-SUB”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest II-SUB 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.

     

    “REMIC
      II Regular Interest II-GRP”:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest II-GRP 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.

     

    “REMIC
      II Remittance Rate”:
      With
      respect to REMIC II Regular Interest AA, REMIC II Regular Interest A-1, REMIC
      II
      Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
      A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC
      II
      Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest
      M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II
      Regular Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest
      M-9, REMIC II Regular Interest M-10, REMIC II Regular Interest M-11, REMIC
      II
      Regular Interest ZZ, REMIC II Regular Interest P, REMIC II Regular Interest
      I-SUB, REMIC II Regular Interest II-SUB and REMIC II Regular Interest XX, a
      per
      annum rate (but not less than zero) equal to the weighted average of: (w) with
      respect to REMIC I Regular Interest I and REMIC I Regular Interest II, the
      REMIC
      I Remittance Rate for each such REMIC I Regular Interest for each such
      Distribution Date, (x) with respect to each REMIC I Regular Interest ending
      with
      the designation “B”, the weighted average of the REMIC I Remittance Rates for
      such REMIC I Regular Interests, weighted on the basis of the Uncertificated
      Balances of such REMIC I Regular Interests for each such Distribution Date
      and
      (y) with respect to REMIC I 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 I Regular Interest
      for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1st
                through 6th 

            	
              I-1-A
                through I-39-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-39-A

            	
              REMIC
                I Remittance Rate

            
	
              7
                

            	
              I-1-A
                through I-39-A

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

            
	 	
              II-1-A
                through II-39-A

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

            
	
              8

            	
              I-2-A
                through I-39-A

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

            
	 	
              II-2-A
                through II-39-A

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

            
	 	
              I-1-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A

            	
              REMIC
                I Remittance Rate

            
	
              9

            	
              I-3-A
                through I-39-A

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

            
	 	
              II-3-A
                through II-39-A

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

            
	 	
              I-1-A
                and I-2-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                and II-2-A

            	
              REMIC
                I Remittance Rate

            
	
              10

            	
              I-4-A
                through I-39-A

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

            
	 	
              II-4-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-3-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-3-A

            	
              REMIC
                I Remittance Rate

            
	
              11

            	
              I-5-A
                through I-39-A

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

            
	 	
              II-5-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-4-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-4-A

            	
              REMIC
                I Remittance Rate

            
	
              12

            	
              I-6-A
                through I-39-A

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

            
	 	
              II-6-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-5-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-5-A

            	
              REMIC
                I Remittance Rate

            
	
              13

            	
              I-7-A
                through I-39-A

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

            
	 	
              II-7-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-6-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-6-A

            	
              REMIC
                I Remittance Rate

            
	
              14

            	
              I-8-A
                through I-39-A

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

            
	 	
              II-8-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-7-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-7-A

            	
              REMIC
                I Remittance Rate

            
	
              15

            	
              I-9-A
                through I-39-A

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

            
	 	
              II-9-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-8-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-8-A

            	
              REMIC
                I Remittance Rate

            
	
              16

            	
              I-10-A
                through I-39-A

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

            
	 	
              II-10-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-9-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-9-A

            	
              REMIC
                I Remittance Rate

            
	
              17

            	
              I-11-A
                through I-39-A

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

            
	 	
              II-11-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-10-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-10-A

            	
              REMIC
                I Remittance Rate

            
	
              18

            	
              I-12-A
                through I-39-A

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

            
	 	
              II-12-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-11-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-11-A

            	
              REMIC
                I Remittance Rate

            
	
              19

            	
              I-13-A
                through I-39-A

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

            
	 	
              II-13-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-12-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-12-A

            	
              REMIC
                I Remittance Rate

            
	
              20

            	
              I-14-A
                through I-39-A

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

            
	 	
              II-14-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-13-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-13-A

            	
              REMIC
                I Remittance Rate

            
	
              21

            	
              I-15-A
                through I-39-A

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

            
	 	
              II-15-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-14-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-14-A

            	
              REMIC
                I Remittance Rate

            
	
              22

            	
              I-16-A
                through I-39-A

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

            
	 	
              II-16-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-15-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-15-A

            	
              REMIC
                I Remittance Rate

            
	
              23

            	
              I-17-A
                through I-39-A

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

            
	 	
              II-17-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-16-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-16-A

            	
              REMIC
                I Remittance Rate

            
	
              24

            	
              I-18-A
                through I-39-A

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

            
	 	
              II-18-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-17-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-17-A

            	
              REMIC
                I Remittance Rate

            
	
              25

            	
              I-19-A
                through I-39-A

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

            
	 	
              II-19-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-18-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-18-A

            	
              REMIC
                I Remittance Rate

            
	
              26

            	
              I-20-A
                through I-39-A

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

            
	 	
              II-20-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-19-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-19-A

            	
              REMIC
                I Remittance Rate

            
	
              27

            	
              I-21-A
                through I-39-A

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

            
	 	
              II-21-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-20-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-20-A

            	
              REMIC
                I Remittance Rate

            
	
              28

            	
              I-22-A
                through I-39-A

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

            
	 	
              II-22-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-21-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-21-A

            	
              REMIC
                I Remittance Rate

            
	
              29

            	
              I-23-A
                through I-39-A

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

            
	 	
              II-23-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-22-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-22-A

            	
              REMIC
                I Remittance Rate

            
	
              30

            	
              I-24-A
                through I-39-A

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

            
	 	
              II-24-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-23-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-23-A

            	
              REMIC
                I Remittance Rate

            
	
              31

            	
              I-25-A
                through I-39-A

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

            
	 	
              II-25-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-24-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-24-A

            	
              REMIC
                I Remittance Rate

            
	
              32

            	
              I-26-A
                through I-39-A

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

            
	 	
              II-26-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-25-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-25-A

            	
              REMIC
                I Remittance Rate

            
	
              33

            	
              I-27-A
                through I-39-A

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

            
	 	
              II-27-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-26-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-26-A

            	
              REMIC
                I Remittance Rate

            
	
              34

            	
              I-28-A
                through I-39-A

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

            
	 	
              II-28-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-27-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-27-A

            	
              REMIC
                I Remittance Rate

            
	
              35

            	
              I-29-A
                through I-39-A

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

            
	 	
              II-29-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-28-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-28-A

            	
              REMIC
                I Remittance Rate

            
	
              36

            	
              I-30-A
                through I-39-A

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

            
	 	
              II-30-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-29-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-29-A

            	
              REMIC
                I Remittance Rate

            
	
              37

            	
              I-31-A
                through I-39-A

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

            
	 	
              II-31-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-30-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-30-A

            	
              REMIC
                I Remittance Rate

            
	
              38

            	
              I-32-A
                through I-39-A

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

            
	 	
              II-32-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-31-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-31-A

            	
              REMIC
                I Remittance Rate

            
	
              39

            	
              I-33-A
                through I-39-A

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

            
	 	
              II-33-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-32-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-32-A

            	
              REMIC
                I Remittance Rate

            
	
              40

            	
              I-34-A
                through I-39-A

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

            
	 	
              II-34-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-33-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-33-A

            	
              REMIC
                I Remittance Rate

            
	
              41

            	
              I-35-A
                through I-39-A

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

            
	 	
              II-35-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-34-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-34-A

            	
              REMIC
                I Remittance Rate

            
	
              42

            	
              I-36-A
                through I-39-A

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

            
	 	
              II-36-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-35-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-35-A

            	
              REMIC
                I Remittance Rate

            
	
              43

            	
              I-37-A
                through I-39-A

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

            
	 	
              II-37-A
                through II-39-A

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

            
	 	
              I-1-A
                through I-36-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-36-A

            	
              REMIC
                I Remittance Rate

            
	
              44

            	
              I-38-A
                and I-39-A

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

            
	 	
              II-38-A
                and II-39-A

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

            
	 	
              I-1-A
                through I-37-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-37-A

            	
              REMIC
                I Remittance Rate

            
	
              45

            	
              I-39-A

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

            
	 	
              II-39-A

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

            
	 	
              I-1-A
                through I-38-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-38-A

            	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	
              I-1-A
                through I-39-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-39-A

            	
              REMIC
                I Remittance Rate

            


    

    


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

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1st
                through 6th 

            	
              I-1-A
                through I-39-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              7

            	
              I-1-A
                through I-39-A

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

            
	 	 	 
	
              8

            	
              I-2-A
                through I-39-A

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

            
	 	
              I-1-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              9

            	
              I-3-A
                through I-39-A

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

            
	 	
              I-1-A
                and I-2-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              10

            	
              I-4-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-3-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              11

            	
              I-5-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-4-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              12

            	
              I-6-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-5-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              13

            	
              I-7-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-6-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              14

            	
              I-8-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-7-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              15

            	
              I-9-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-8-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              16

            	
              I-10-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-9-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              17

            	
              I-11-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-10-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              18

            	
              I-12-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-11-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              19

            	
              I-13-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-12-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              20

            	
              I-14-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-13-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              21

            	
              I-15-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-14-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              22

            	
              I-16-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-15-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              23

            	
              I-17-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-16-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              24

            	
              I-18-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-17-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              25

            	
              I-19-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-18-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              26

            	
              I-20-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-19-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              27

            	
              I-21-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-20-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              28

            	
              I-22-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-21-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              29

            	
              I-23-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-22-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              30

            	
              I-24-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-23-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              31

            	
              I-25-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-24-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              32

            	
              I-26-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-25-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              33

            	
              I-27-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-26-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              34

            	
              I-28-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-27-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              35

            	
              I-29-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-28-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              36

            	
              I-30-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-29-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              37

            	
              I-31-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-30-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              38

            	
              I-32-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-31-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              39

            	
              I-33-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-32-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              40

            	
              I-34-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-33-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              41

            	
              I-35-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-34-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              42

            	
              I-36-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-35-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              43

            	
              I-37-A
                through I-39-A

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

            
	 	
              I-1-A
                through I-36-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              44

            	
              I-38-A
                and I-39-A

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

            
	 	
              I-1-A
                through I-37-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              45

            	
              I-39-A
                

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

            
	 	
              I-1-A
                through I-38-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              thereafter

            	
              I-1-A
                through I-39-A

            	
              REMIC
                I Remittance Rate

            


    

    


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

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1st
                through 6th 

            	
              II-1-A
                through II-39-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              7

            	
              II-1-A
                through II-39-A

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

            
	 	 	 
	
              8

            	
              II-2-A
                through II-39-A

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

            
	 	
              II-1-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              9

            	
              II-3-A
                through II-39-A

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

            
	 	
              II-1-A
                and II-2-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              10

            	
              II-4-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-3-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              11

            	
              II-5-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-4-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              12

            	
              II-6-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-5-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              13

            	
              II-7-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-6-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              14

            	
              II-8-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-7-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              15

            	
              II-9-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-8-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              16

            	
              II-10-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-9-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              17

            	
              II-11-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-10-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              18

            	
              II-12-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-11-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              19

            	
              II-13-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-12-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              20

            	
              II-14-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-13-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              21

            	
              II-15-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-14-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              22

            	
              II-16-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-15-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              23

            	
              II-17-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-16-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              24

            	
              II-18-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-17-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              25

            	
              II-19-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-18-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              26

            	
              II-20-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-19-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              27

            	
              II-21-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-20-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              28

            	
              II-22-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-21-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              29

            	
              II-23-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-22-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              30

            	
              II-24-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-23-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              31

            	
              II-25-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-24-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              32

            	
              II-26-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-25-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              33

            	
              II-27-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-26-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              34

            	
              II-28-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-27-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              35

            	
              II-29-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-28-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              36

            	
              II-30-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-29-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              37

            	
              II-31-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-30-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              38

            	
              II-32-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-31-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              39

            	
              II-33-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-32-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              40

            	
              II-34-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-33-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              41

            	
              II-35-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-34-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              42

            	
              II-36-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-35-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              43

            	
              II-37-A
                through II-39-A

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

            
	 	
              II-1-A
                through II-36-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              44

            	
              II-38-A
                and II-39-A

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

            
	 	
              II-1-A
                through II-37-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              45

            	
              II-39-A
                

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

            
	 	
              II-1-A
                through II-38-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              thereafter

            	
              II-1-A
                through II-39-A

            	
              REMIC
                I Remittance Rate

            


    

    


    With
      respect to REMIC II Regular Interest IO, and (i) the 1st Distribution Date
      through the 6th Distribution Date, the excess of (x) the weighted average of
      the
      REMIC I Remittance Rates for REMIC I Regular Interests including the designation
      “A”, over (y) the weighted average of the REMIC I Remittance Rates for REMIC I
      Regular Interests including the designation “A”, (ii) the 7th Distribution Date
      through the 45th Distribution Date, the excess of (x) the weighted average
      of
      the REMIC I Remittance Rates for REMIC I Regular Interests including the
      designation “A”, over (y) 2 multiplied by Swap LIBOR and (iii) thereafter,
      0.00%.

     

    “REMIC
      II Sub WAC Allocation Percentage”:
      50% of
      any amount payable or loss attributable from the Mortgage Loans, which shall
      be
      allocated to REMIC II Regular Interest I-SUB, REMIC II Regular Interest I-GRP,
      REMIC II Regular Interest II-SUB, REMIC II Regular Interest II-GRP and REMIC
      II
      Regular Interest XX.

     

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

     

    “REMIC
      II Required Overcollateralization Amount”:
      0.50%
      of the Required Overcollateralization Amount.

     

    “REMIC
      III”:
      The
      segregated pool of assets consisting of all of the REMIC II Regular Interests
      conveyed in trust to the Trustee, for the benefit of the REMIC III
      Certificateholders pursuant to Section 2.07, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    “REMIC
      III Certificate”:
      Any
      Regular Certificate or Class R Certificate.

     

    “REMIC
      III Certificateholder”:
      The
      Holder of any REMIC III Certificate.

     

    “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 or REMIC II Regular Interest.

     

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

     

    “Remittance
      Report”:
      A
      report by the Servicer pursuant to Section 5.03(a) of this
      Agreement.

     

    “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”:
      The
      account or accounts maintained, or caused to be maintained, by the Servicer
      in
      respect of an REO Property pursuant to Section 3.22 of this
      Agreement.

     

    “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 10.01 of this Agreement that is allocable to such REO
      Property) or otherwise, net of any portion of such amounts (i) payable in
      respect of the proper operation, management and maintenance of such REO Property
      or (ii) payable or reimbursable to the Servicer pursuant to Section 3.22(d)
      of
      this Agreement for unpaid Servicing Fees in respect of the related Mortgage
      Loan
      and unreimbursed Servicing Advances and P&I 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 Servicer or its nominee on behalf of REMIC
      I
      through foreclosure or deed-in-lieu of foreclosure, as described in Section
      3.22
      of this Agreement.

     

    “Reportable
      Event”:
      Has
      the meaning set forth in Section 5.06(b) of this Agreement.

     

    “Required
      Overcollateralization Amount”:
      With
      respect to any Distribution Date (i) prior to the Stepdown Date, the product
      of
      (A) 2.20% and (B) the aggregate principal balance of the Mortgage Loans as
      of
      the Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event
      is
      not in effect, the greater of (x) 4.40% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      and
      (y) an amount equal to the product of (A) 0.50% and (B) the aggregate principal
      balance of the Mortgage Loans as of the Cut-off Date, and (iii) on or after
      the
      Stepdown Date and a Trigger Event is in effect, the Required
      Overcollateralization 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 Mezzanine Certificates to zero, the Required
      Overcollateralization Amount shall be zero.

     

    “Reserve
      Fund”:
      A fund
      created pursuant to Section 3.25 which shall be an asset of the Trust Fund
      but
      which shall not be an asset of any Trust REMIC.

     

    “Reserve
      Interest Rate”:
      With
      respect to any Interest Determination Date, the rate per annum that the
      Securities Administrator 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
      Securities Administrator, after consultation with the Depositor, 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
      Securities Administrator can determine no such arithmetic mean, the lowest
      one-month U.S. dollar lending rate which New York City banks selected by the
      Securities Administrator are quoting on such Interest Determination Date to
      leading European banks.

     

    “Residential
      Dwelling”:
      Any
      one of the following: (i) a attached, detached or semi-detached one to
      four-family dwelling, (ii) a one-family dwelling unit in a Fannie Mae eligible
      condominium project, (iii) a detached one-family dwelling in a planned unit
      development, or (iv) a modular unit or townhouse, none of which is a
      co-operative or mobile home.

     

    “Residual
      Certificate”:
      Any
      one of the Class R 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 officer of the Trustee having direct
      responsibility for the administration of this Agreement 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.

     

    “Rule
      144A”:
      Rule
      144A under the Securities Act.

     

    “S&P”:
      Standard & Poor’s, a division of the McGraw-Hill Companies,
      Inc.

     

    “Sarbanes-Oxley
      Act”:
      Means
      the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
      promulgated thereunder (including any interpretations thereof by the
      Commission’s staff).

     

    “Sarbanes-Oxley
      Certification”:
      A
      written certification signed by an officer of the Master Servicer that complies
      with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and
      (ii)
      Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time;
      provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002
      is
      amended, (b) the Rules referred to in clause (ii) are modified or superceded
      by
      any subsequent statement, rule or regulation of the Commission or any statement
      of a division thereof, or (c) any future releases, rules and regulations are
      published by the Commission from time to time pursuant to the Sarbanes-Oxley
      Act
      of 2002, which in any such case affects the form or substance of the required
      certification and results in the required certification being, in the reasonable
      judgment of the Master Servicer, materially more onerous that then form of
      the
      required certification as of the Closing Date, the Sarbanes-Oxley Certification
      shall be as agreed to by the Master Servicer, the Depositor and the Sponsor
      following a negotiation in good faith to determine how to comply with any such
      new requirements.

     

    “Scheduled
      Principal Balance”:
      With
      respect to any Mortgage Loan: (a) as of the Cut-off Date, the outstanding
      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 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.

     

    “Securities
      Act”:
      The
      Securities Act of 1933, as amended, and the rules and regulations
      thereunder.

     

    “Securities
      Administrator”:
      As of
      the Closing Date, Wells Fargo Bank, National Association and thereafter, its
      respective successors in interest that meet the qualifications of this
      Agreement. The Securities Administrator and the Master Servicer shall at all
      times be the same Person or Affiliates.

     

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

     

    “Servicer”:
      Ocwen
      Loan Servicing, LLC, or any successor thereto appointed hereunder in connection
      with the servicing and administration of the Mortgage Loans.

     

    “Servicer
      Event of Default”:
      One or
      more of the events described in Section 8.01(a).

     

    “Servicer
      Remittance Date”:
      With
      respect to any Distribution Date, by 12:00 p.m. New York time on the 22nd day
      of
      each month in which such Distribution Date occurs; provided that if such 22nd
      day of a given month is not a Business Day, the Servicer Remittance Date for
      such month shall be the Business Day immediately preceding such 22nd
      day.

     

    “Servicer
      Report”:
      A
      report (substantially in the form of Schedule 5 hereto) or otherwise in form
      and
      substance acceptable to the Master Servicer and Securities Administrator on
      an
      electronic data file or tape prepared by the Servicer pursuant to Section
      5.03(a) of this Agreement, with such additions, deletions and modifications
      as
      agreed to by the Master Servicer, the Securities Administrator and the
      Servicer.

     

    “Service(s)(ing)”:
      Means,
      in accordance with Regulation AB, the act of servicing and administering the
      Mortgage Loans or any other assets of the Trust by an entity that meets the
      definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
      to the disclosure requirements set forth in Item 1108 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

    “Servicing
      Advances”:
      The
      customary and reasonable “out-of-pocket” costs and expenses incurred prior to or
      on or after the Cut-off Date (the amounts incurred prior to the Cut-off Date
      shall be identified on the Servicing Advance Schedule by (a) the Servicer with
      respect to any Mortgage Loans that were transferred to the Servicer prior to
      the
      Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans that
      were transferred to the Servicer after the Cut-off Date, as applicable) by
      the
      Servicer in connection with a default, delinquency or other unanticipated event
      by the 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
      but not limited to foreclosures, in respect of a particular Mortgage Loan,
      including any expenses incurred in relation to any such proceedings that result
      from the Mortgage Loan being registered on the MERS® System, (iii) the
      management (including reasonable fees in connection therewith) and liquidation
      of any REO Property, (iv) the performance of its obligations under
      Section 3.01, Section 3.07, Section 3.11, Section 3.13 and
      Section 3.22 of this Agreement and (v) obtaining any legal documentation
      required to be included in the Mortgage File and/or correcting any outstanding
      title issues (i.e., any lien or encumbrance on the Mortgaged Property that
      prevents the effective enforcement of the intended lien position) reasonably
      necessary for the Servicer to perform its obligations under this Agreement.
      Servicing Advances also include any reasonable “out-of-pocket” cost and expenses
      (including legal fees) incurred by the Servicer in connection with executing
      and
      recording instruments of satisfaction, deeds of reconveyance or Assignments
      to
      the extent not recovered from the Mortgagor or otherwise payable under this
      Agreement. The Servicer shall not be required to make any Nonrecoverable
      Servicing Advances.

     

    “Servicing
      Advance Schedule”:
      With
      respect to any Servicing Advances incurred prior to the Cut-off Date, the
      schedule or schedules provided by (a) the Servicer with respect to any Mortgage
      Loans that were transferred to the Servicer prior to the Cut-off Date and/or
      (b)
      the Depositor with respect to any Mortgage Loans that were transferred to the
      Servicer after the Cut-off Date, as applicable, to the Master Servicer and,
      if
      such schedule is provided by the Depositor, to the Servicer, on the date on
      which the Servicer seeks reimbursement for a Servicing Advance made by the
      Servicer, which schedule or schedules shall contain the information set forth
      on
      Schedule 6.

     

    “Servicing
      Criteria”:
      Means
      the criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
      may be amended from time to time.

     

    “Servicing
      Fee”:
      With
      respect to each Mortgage Loan and for any calendar month, an amount equal to
      one-twelfth of the product of the Servicing Fee Rate multiplied by the Scheduled
      Principal Balance of the Mortgage Loans as of the Due Date in the preceding
      calendar month.

     

    “Servicing
      Fee Rate”:
      0.50%
      per annum.

     

    “Servicing
      Function Participant”:
      Means
      any Sub-Servicer, Subcontractor or any other Person, other than the Servicer,
      the Master Servicer, each Custodian, the Trustee and the Securities
      Administrator, that is determined to be “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB, without regard to
      any threshold referenced therein.

     

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

     

    “Single
      Certificate”:
      With
      respect to any Class of Certificates (other than the Residual Certificates),
      a
      hypothetical Certificate of such Class evidencing a Percentage Interest for
      such
      Class corresponding to an initial Certificate Principal Balance of $1,000.
      With
      respect to the Residual Certificates, a hypothetical Certificate of such Class
      evidencing a 100% Percentage Interest in such Class.

     

    “Sponsor”:
      DB
      Structured Products, Inc. or its successor in interest, in its capacity as
      seller under the Mortgage Loan Purchase Agreement.

     

    “Startup
      Day”:
      With
      respect to each Trust REMIC, the day designated as such pursuant to Section
      11.01(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 Scheduled
      Principal Balance of such Mortgage Loan as of the Cut-off Date, 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 Servicer or a successor to the
      Servicer and distributed pursuant to Section 5.01 of this Agreement on or before
      such date of determination, (ii) all Principal Prepayments received after the
      Cut-off Date, to the extent distributed pursuant to Section 5.01 of this
      Agreement on or before such date of determination, (iii) all Liquidation
      Proceeds and Insurance Proceeds applied by the Servicer as recoveries of
      principal in accordance with the provisions of Section 3.13 of this Agreement,
      to the extent distributed pursuant to Section 5.01 of this Agreement 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 Servicer or a successor to the
      Servicer and distributed pursuant to Section 5.01 of this Agreement, 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 of this Agreement
      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.

     

    “Stepdown
      Date”:
      The
      earlier to occur of (i) the later to occur of (a) the Distribution Date
      occurring in August 2009 and (b) the first Distribution Date on which the Credit
      Enhancement Percentage (calculated for this purpose only after taking into
      account distributions of principal on the Mortgage Loans, but prior to any
      distribution of the Principal Distribution Amount to the holders of the
      Certificates then entitled to distributions of principal on such Distribution
      Date), is greater than or equal to approximately 44.50% and (ii) the first
      Distribution Date on which the aggregate Certificate Principal Balance of the
      Class A Certificates has been reduced to zero.

     

    “Subcontractor”:
      Means
      any vendor, subcontractor or other Person that is not responsible for the
      overall servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB (without regard to any threshold
      percentage specified therein) with respect to Mortgage Loans under the direction
      or authority of any Servicer (or a Sub-Servicer of any Servicer), the Master
      Servicer, the Trustee, a Custodian or the Securities Administrator.

     

    “Subordinate
      Certificates”:
      Collectively, the Mezzanine Certificates and the Class CE
      Certificates.

     

    “Subsequent
      Recoveries”:
      As of
      any Distribution Date, amounts received during the related Prepayment Period
      by
      the Servicer specifically related to a defaulted Mortgage Loan or disposition
      of
      an REO Property prior to the related Prepayment Period that resulted in a
      Realized Loss, after the liquidation or disposition of such defaulted Mortgage
      Loan, net of any amounts reimbursable to the Servicer related to such Mortgage
      Loan or REO Property.

     

    “Sub-Servicer”:
      Means
      any Person that (i) is considered to be a Servicing Function Participant, (ii)
      services Mortgage Loans on behalf of the Servicer, the Master Servicer, the
      Securities Administrator or the Trustee and (iii) is responsible for the
      performance (whether directly or through sub-servicers or Subcontractors) of
      Servicing functions required to be performed under this Agreement or any related
      Sub-Servicing Agreement that is identified in Item 1122(d) of Regulation
      AB.

     

    “Sub-Servicing
      Agreement”:
      The
      written contract between the Servicer and a Sub-Servicer relating to servicing
      and administration of certain Mortgage Loans as provided in Section 3.02 of
      this
      Agreement.

     

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

     

    “Supplemental
      Interest Trust”:
      The
      corpus of a trust created pursuant to Section 5.07 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Class IO Interest and the right to receive payments in respect
      of
      the Class IO Distribution Amount. For the avoidance of doubt, the Supplemental
      Interest Trust does not constitute a part of the Trust Fund.

     

    “Swap
      Agreement”:
      The
      Interest Rate Swap Agreement, dated as of July 31, 2006, between HSBC Bank
      USA,
      National Association, as trustee on behalf of the Supplemental Interest Trust,
      and the Swap Provider, which agreement provides for Net Swap Payments and Swap
      Termination Payments to be paid, as provided therein, together with any
      schedules, confirmations or other agreements relating thereto. A copy of the
      Swap Agreement is attached hereto as Exhibit I. 

     

    “Swap
      LIBOR”:
      LIBOR
      as determined pursuant to the Swap Agreement.

     

    “Swap
      Notional Amount”:
      For
      each calculation period as defined in the Swap Agreement, the amount set forth
      below:

     

    
      	
              Distribution
                Date

            	
              Swap
                Notional Amount ($)

            
	
              February
                2007

            	
              504,390,915.46

            
	
              March
                2007

            	
              488,928,897.81

            
	
              April
                2007

            	
              472,217,181.02

            
	
              May
                2007

            	
              454,344,154.17

            
	
              June
                2007

            	
              435,488,827.22

            
	
              July
                2007

            	
              417,296,197.77

            
	
              August
                2007

            	
              399,863,449.40

            
	
              September
                2007

            	
              383,160,371.83

            
	
              October
                2007

            	
              367,156,369.19

            
	
              November
                2007

            	
              351,822,130.54

            
	
              December
                2007

            	
              337,126,461.61

            
	
              January
                2008

            	
              323,046,242.67

            
	
              February
                2008

            	
              309,515,153.73

            
	
              March
                2008

            	
              296,557,612.37

            
	
              April
                2008

            	
              284,141,170.53

            
	
              May
                2008

            	
              271,885,701.81

            
	
              June
                2008

            	
              230,293,654.81

            
	
              July
                2008

            	
              194,396,940.41

            
	
              August
                2008

            	
              164,591,500.47

            
	
              September
                2008

            	
              140,008,255.24

            
	
              October
                2008

            	
              132,801,741.11

            
	
              November
                2008

            	
              126,667,603.22

            
	
              December
                2008

            	
              120,836,591.45

            
	
              January
                2009

            	
              115,277,572.14

            
	
              February
                2009

            	
              109,977,619.69

            
	
              March
                2009

            	
              104,924,529.37

            
	
              April
                2009

            	
              100,106,679.95

            
	
              May
                2009

            	
              95,513,001.89

            
	
              June
                2009

            	
              91,132,968.39

            
	
              July
                2009

            	
              86,957,532.00

            
	
              August
                2009

            	
              82,976,182.09

            
	
              September
                2009

            	
              79,179,638.40

            
	
              October
                2009

            	
              75,559,214.35

            
	
              November
                2009

            	
              72,106,646.28

            
	
              December
                2009

            	
              68,814,063.60

            
	
              January
                2010

            	
              65,673,966.91

            
	
              February
                2010

            	
              62,679,219.92

            
	
              March
                2010

            	
              59,823,004.04

            
	
              April
                2010

            	
              57,098,833.41

            


    

     

    “Swap
      Provider”:
      The
      swap provider under the Swap Agreement either (a) entitled to receive payments
      from the Supplemental Interest Trust or (b) required to make payments to the
      Supplemental Interest Trust, in either case pursuant to the terms of the Swap
      Agreement, and any successor in interest or assign. Initially, the Swap Provider
      shall be Deutsche Bank AG New York Branch.

     

    “Swap
      Provider Trigger Event”:
      A Swap
      Provider Trigger Event shall have occurred if any of the following has occurred:
      (i) an Event of Default under the Swap Agreement with respect to which the
      Swap
      Provider is a Defaulting Party (as defined in the Swap Agreement), (ii) a
      Termination Event under the Swap Agreement with respect to which the Swap
      Provider is the sole Affected Party (as defined in the Swap Agreement) or (iii)
      an Additional Termination Event under the Swap Agreement with respect to which
      the Swap Provider is the sole Affected Party.

     

    “Swap
      Termination Payment”:
      Upon
      the designation of an “Early Termination Date” as defined in the Swap Agreement,
      the payment to be made by the Securities Administrator from the Supplemental
      Interest Trust to the Swap Provider, as applicable, pursuant to the terms of
      the
      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 the
      Trust REMICs 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 Dow Jones Telerate Capital Markets
      Report (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 10.01.

     

    “Terminator”:
      As
      defined in Section 10.01.

     

    “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 has occurred with respect to a Distribution Date if either (x)
      the
      Delinquency Percentage exceeds 36.75% of the Credit Enhancement Percentage
      with
      respect to such Distribution Date or (y) the aggregate amount of Realized Losses
      incurred since the Cut-off Date through the last day of the related Due Period
      divided by the aggregate principal balance of the Mortgage Loans as of the
      Cut-off Date exceeds the applicable percentages set forth below with respect
      to
      such Distribution Date:

     

    
      	
              Distribution
                Date 

            	
              Percentage

            
	
              August
                2008 to July 2009

            	
              1.40%
                plus 1/12 of 1.70% for each month thereafter

            
	
              August
                2009 to July 2010

            	
              3.10%
                plus 1/12 of 1.75% for each month thereafter

            
	
              August
                2010 to July 2011

            	
              4.85%
                plus 1/12 of 1.40% for each month thereafter

            
	
              August
                2011 to July 2012

            	
              6.25%
                plus 1/12 of 0.50% for each month thereafter

            
	
              August
                2012 and thereafter

            	
              6.75%

            


    

    


    “Trust”:
      ACE
      Securities Corp., Home Equity Loan Trust, Series 2006-ASAP4, the trust created
      hereunder.

     

    “Trust
      Fund”:
      Collectively, all of the assets of REMIC I, REMIC II, REMIC III and the Reserve
      Fund and any amounts on deposit therein and any proceeds thereof and the Cap
      Contracts. For avoidance of doubt, the Trust Fund does not include the
      Supplemental Interest Trust.

     

    “Trust
      REMIC”:
      REMIC
      I, REMIC II or REMIC III.

     

    “Trustee”:
      HSBC
      Bank USA, National Association, a national banking association, or its successor
      in interest, or any successor trustee appointed as herein provided.

     

    “Uncertificated
      Balance”:
      The
      amount of the REMIC Regular Interests outstanding as of any date of
      determination. As of the Closing Date, the Uncertificated Balance of each REMIC
      Regular Interest shall equal the amount set forth in the Preliminary Statement
      hereto as its initial uncertificated balance. On each Distribution Date, the
      Uncertificated Balance of the REMIC Regular Interest shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 5.01 and, if and to the extent necessary
      and appropriate, shall be further reduced on such Distribution Date by Realized
      Losses as provided in Section 5.04 and the Uncertificated Balance of REMIC
      II
      Regular Interest ZZ shall be increased by interest deferrals as provided in
      Section 5.01. 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 related REMIC Remittance Rate applicable to such REMIC Regular
      Interest for such Distribution Date, accrued on the Uncertificated Balance
      thereof immediately prior to such Distribution Date. Uncertificated Interest
      in
      respect of the REMIC Regular Interests 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 3.23 or Section 4.18 of this Agreement and (b) the aggregate amount
      of any Relief Act Interest Shortfall, if any allocated, in each case, to such
      REMIC Regular Interest or 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
      5.04.

     

    “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 3.11.

     

    “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 or
      any
      political subdivision thereof (except, in the case of a partnership, to the
      extent provided in regulations) provided that, for purposes solely of the
      restrictions on the transfer of any Class R Certificate, 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 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 I 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 lesser of (a) the
      value
      thereof as determined by an appraisal made for the related originator of the
      Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser
      who met the minimum requirements of Fannie Mae and Freddie Mac and (b) the
      value
      thereof as determined by a review appraisal conducted by the related originator
      of the Mortgage Loan in accordance with the related originator’s underwriting
      guidelines, and (ii) the purchase price paid for the related Mortgaged Property
      by the Mortgagor with the proceeds of the Mortgage Loan; provided, however,
      (A)
      in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property
      is based solely upon the lesser of (1) the value determined by an appraisal
      made
      for the related originator of the Mortgage Loan of such Refinanced Mortgage
      Loan
      at the time of origination of such Refinanced Mortgage Loan by an appraiser
      who
      met the minimum requirements of Fannie Mae and Freddie Mac and (2) the value
      thereof as determined by a review appraisal conducted by the related originator
      of the Mortgage Loan in accordance with the related originator’s underwriting
      guidelines, and (B) in the case of a Mortgage Loan originated in connection
      with
      a “lease-option purchase,” such value of the Mortgaged Property is based on the
      lower of the value determined by an appraisal made for the originator of such
      Mortgage Loan at the time of origination or the sale price of such Mortgaged
      Property if the “lease option purchase price” was set less than 12 months prior
      to origination, and is based on the value determined by an appraisal made for
      the related originator of such Mortgage Loan at the time of origination if
      the
“lease option purchase price” was set 12 months or more prior to
      origination.

     

    “Verification
      Report”:
      As
      defined in Section 4.19. 

     

    “Voting
      Rights”:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any such Certificate. With respect to any date of determination, 98% of all
      Voting Rights will 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 will be allocated among the holders of
      the
      Class P Certificates and 1% of all Voting Rights will be allocated among the
      holders of the Class R 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.

     

    “Wells
      Fargo”:
      Wells
      Fargo Bank, National Association in its capacity as a Custodian under the Wells
      Fargo Custodial Agreement, or any successor thereto.

     

    “Wells
      Fargo Custodial Agreement”:
      The
      Custodial Agreement dated as of July 1, 2006, among the Trustee, Wells Fargo
      and
      the Servicer, as may be amended or supplemented from time to time.

     

    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,
      (1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent
      not covered by payments by the Servicer pursuant to Section 3.23 of this
      Agreement or by the Master Servicer pursuant to Section 4.18 of this Agreement)
      and any Relief Act Interest Shortfalls incurred in respect of the Mortgage
      Loans
      for any Distribution Date shall be allocated first, to the Class CE
      Certificates, second, to the Class M-11 Certificates, third, to the Class M-10
      Certificates, fourth, to the Class M-9 Certificates, fifth, to the Class M-8
      Certificates, sixth, to the Class M-7 Certificates, seventh, to the Class M-6
      Certificates, eighth, to the Class M-5 Certificates, ninth, to the Class M-4
      Certificates, tenth, to the Class M-3 Certificates, eleventh, to the Class
      M-2
      Certificates, twelfth, to the Class M-1 Certificates and thirteenth, to the
      Class A Certificates, on a pro
      rata
      basis,
      in each case based on, and to the extent of, one month’s interest at the then
      applicable respective Pass-Through Rate on the respective Certificate Principal
      Balance or Notional Amount, as applicable, of each such Certificate and (2)
      the
      aggregate amount of any Realized Losses allocated to the Mezzanine Certificates
      and Net WAC Rate Carryover Amounts paid to the Class A Certificates and the
      Mezzanine Certificates incurred for any Distribution Date shall be allocated
      to
      the Class CE Certificates on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      or
      Notional Amount thereof, as applicable.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      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
      Servicer pursuant to Section 3.23 of this Agreement or the Master Servicer
      pursuant to Section 4.18) and any Relief Act Interest Shortfalls incurred in
      respect of Group I Mortgage Loans shall be allocated first, to REMIC I Regular
      Interest I and to the REMIC I 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 I Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC I Regular Interest, and then, to REMIC I 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 I Remittance
      Rates on the respective Uncertificated Balances of each such REMIC I Regular
      Interest. 

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      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
      Servicer pursuant to Section 3.23 of this Agreement or the Master Servicer
      pursuant to Section 4.18) and any Relief Act Interest Shortfalls incurred in
      respect of Group II Mortgage Loans shall be allocated first, to REMIC I Regular
      Interest II and to the REMIC I 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 I Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC I Regular Interest , and then, to REMIC I 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 I Remittance
      Rates on the respective Uncertificated Balances of each such REMIC I Regular
      Interest. 

     

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

     

    (A) The
      REMIC
      II Marker Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicer
      pursuant to Section 3.23 of this Agreement or the Master Servicer pursuant
      to
      Section 4.18 or) and the REMIC II 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 II Regular Interest AA, REMIC
      II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular
      Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D,
      REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
      Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5,
      REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular
      Interest M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest M-10,
      REMIC II Regular Interest M-11, REMIC II Regular Interest ZZ and REMIC II
      Regular Interest P pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC II Remittance Rate on the respective Uncertificated Balance of each such
      REMIC II Regular Interest; and

     

    (B) The
      REMIC
      II Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicer
      pursuant to Section 3.23 of this Agreement or by the Master Servicer pursuant
      to
      Section 4.18 of this Agreement) and the REMIC II Sub WAC Allocation Percentage
      of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
      for any Distribution Date shall be allocated first, to Uncertificated Interest
      payable to REMIC II Regular Interest I-SUB, REMIC II Regular Interest I-GRP,
      REMIC II Regular Interest II-SUB, REMIC II Regular Interest II-GRP and REMIC
      II
      Regular Interest XX, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC II Remittance Rate on the respective Uncertificated Balance of each such
      REMIC II Regular Interest.

     

    ARTICLE
      II


    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01.  Conveyance
      of the Mortgage Loans.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, on behalf of
      the
      Trust, 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 (including, without limitation the right to
      enforce the obligations of the other parties thereto thereunder), the right
      to
      any Net Swap Payment and any Swap Termination Payment made by the Swap Provider,
      and all other assets included or to be included in REMIC I. Such assignment
      includes all interest and principal received by the Depositor and the 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). A copy
      of
      the Mortgage Loan Purchase Agreement is attached hereto as Exhibit
      F.

     

    In
      connection with such transfer and assignment, the Depositor does hereby deliver
      to, and deposit with the related Custodian pursuant to the related Custodial
      Agreement the documents with respect to each Mortgage Loan as described under
      Section 2 of the Custodial Agreements (the “Mortgage Loan Documents”). In
      connection with such delivery and as further described in the Custodial
      Agreements, the Custodians will be required to review such Mortgage Loan
      Documents and deliver to the Trustee certifications (in the forms attached
      to
      the Custodial Agreements) with respect to such review with exceptions noted
      thereon. In addition, under the Custodial Agreements the Depositor will be
      required to cure certain defects with respect to the Mortgage Loan Documents
      for
      the related Mortgage Loans after the delivery thereof by the Depositor to the
      Custodians as more particularly set forth therein.

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of the Mortgage Files, including, but not limited to certain
      insurance policies and documents contemplated by Section 4.11, and preparation
      and delivery of the certifications shall be performed by the Custodians pursuant
      to the terms and conditions of the Custodial Agreements.

     

    The
      Depositor shall deliver or cause the related originator to deliver to the
      Servicer copies of all trailing documents required to be included in the
      Mortgage File at the same time the originals or certified copies thereof are
      delivered to the Trustee or Custodians, such documents including the mortgagee
      policy of title insurance and any Mortgage Loan Documents upon return from
      the
      recording office. The Servicer shall not be responsible for any custodian fees
      or other costs incurred in obtaining such documents and the Depositor shall
      cause the Servicer to be reimbursed for any such costs the Servicer may incur
      in
      connection with performing its obligations under this Agreement.

     

    The
      Mortgage Loans permitted by the terms of this Agreement to be included in the
      Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant
      to the Mortgage Loan Purchase Agreement, which contains, among other
      representations and warranties, a representation and warranty of the Sponsor
      that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003 or as defined in the New Mexico
      Home Loan Protection Act effective January 1, 2004, as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
      Act,
      effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9))
      or a
“high risk home loan” under the Illinois High Risk Home Loan Act, effective as
      of January 1, 2004 and (ii) Qualified Substitute Mortgage Loans (which, by
      definition as set forth herein and referred to in the Mortgage Loan Purchase
      Agreement, are required to conform to, among other representations and
      warranties, the representation and warranty of the Sponsor that no Qualified
      Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003 or as defined in the New Mexico
      Home Loan Protection Act effective January 1, 2004, as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
      Act,
      effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9).
      The
      Depositor and the Trustee on behalf of the Trust 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 in the New Jersey Home Ownership Act effective
      November 27, 2003, as defined in the New Mexico Home Loan Protection Act
      effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan
      Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as
      defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.
      Code Ann. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the
      Illinois High Risk Home Loan Act, effective as of January 1, 2004.

     

    SECTION
      2.02.  Acceptance
      of REMIC I by Trustee.

     

    The
      Trustee acknowledges receipt, subject to the provisions of Section 2.01 hereof
      and Section 2 of the related Custodial Agreement, of the Mortgage Loan Documents
      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 holds (or the applicable Custodian on its behalf
      holds) and will hold such documents and the other documents delivered to it
      constituting a Mortgage Loan Document, and that it holds (or the applicable
      Custodian on its behalf holds) or will 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.

     

    SECTION
      2.03.  Repurchase
      or Substitution of Mortgage Loans.

     

    (a)  Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File or of a breach by the Sponsor of
      any
      representation, warranty or covenant under the Mortgage Loan Purchase Agreement
      in respect of any Mortgage Loan that materially and adversely affects the value
      of such Mortgage Loan or the interest therein of the Certificateholders, the
      Trustee shall promptly notify the Sponsor and the Servicer of such defect,
      missing document or breach and request that the Sponsor deliver such missing
      document, cure such defect or breach within sixty (60) days from the date the
      Sponsor was notified of such missing document, defect or breach, and if the
      Sponsor does not deliver such missing document or cure such defect or breach
      in
      all material respects during such period, the Trustee shall enforce the
      obligations of the Sponsor under the Mortgage Loan Purchase Agreement to
      repurchase such Mortgage Loan from REMIC I at the Purchase Price within ninety
      (90) days after the date on which the Sponsor was notified of such missing
      document, defect or breach, if and to the extent that the Sponsor is obligated
      to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for
      the
      repurchased Mortgage Loan shall be remitted to the Servicer for deposit in
      the
      Collection Account and the Trustee, upon receipt of written certification from
      the Servicer of such deposit, shall release or cause the applicable Custodian
      (upon receipt of a request for release in the form attached to the related
      Custodial Agreement) to release to the Sponsor the related Mortgage File and
      the
      Trustee shall execute and deliver such instruments of transfer or assignment,
      in
      each case without recourse, representation or warranty, as the Sponsor shall
      furnish to it and as shall be necessary to vest in the Sponsor 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 Sponsor 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(b). It is understood and agreed that
      the
      obligation of the Sponsor to cure or to repurchase (or to substitute for) any
      Mortgage Loan as to which a document is missing, a material defect in a
      constituent 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 and the Certificateholders. Notwithstanding
      anything to the contrary contained herein, any breach of a representation or
      warranty contained in clauses (xxxiv), (xxxviii), (xxxix), (xl), (xli), (xlvi),
      (xlvii), (lvi), (lviii) and/or (lix) of Section 6 of the Mortgage Loan Purchase
      Agreement shall be automatically deemed to affect materially and adversely
      the
      interests of the Certificateholders.

     

    In
      addition, promptly upon the earlier of discovery by the Servicer or receipt
      of
      notice by the Servicer of the breach of the representation or covenant of the
      Sponsor set forth in Section 5(xii) of the Mortgage Loan Purchase Agreement
      which materially and adversely affects the interests of the Holders of the
      Class
      P Certificates in any Prepayment Charge, the Servicer shall promptly notify
      the
      Sponsor and the Trustee of such breach. The Trustee shall enforce the
      obligations of the Sponsor under the Mortgage Loan Purchase Agreement to remedy
      such breach to the extent and in the manner set forth in the Mortgage Loan
      Purchase Agreement.

     

    (b)  Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) 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 Sponsor substitutes a Qualified Substitute
      Mortgage Loan or Loans, such substitution shall be effected by the Sponsor
      delivering to the Trustee or the applicable 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 of the related Custodial Agreement, as applicable, 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
      applicable Custodian on behalf of the Trustee shall acknowledge receipt of
      such
      Qualified Substitute Mortgage Loan or Loans and, within ten (10) Business Days
      thereafter, review such documents and deliver to the Depositor, the Trustee
      and
      the Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans,
      an initial certification pursuant to the related Custodial Agreement, with
      any
      applicable exceptions noted thereon. Within one year of the date of
      substitution, the applicable Custodian on behalf of the Trustee shall deliver
      to
      the Depositor, the Trustee and the Servicer a final certification pursuant
      to
      the related Custodial Agreement 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 will be retained by the Sponsor. For
      the month of substitution, distributions to Certificateholders will reflect
      the
      Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date
      in
      the month of substitution, and the Sponsor 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 that such substitution has taken place, shall amend the
      Mortgage Loan 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 Servicer. Upon such substitution, such Qualified
      Substitute Mortgage Loan or Loans shall constitute part of the Trust Fund and
      shall be subject in all respects to the terms of this Agreement and the Mortgage
      Loan Purchase Agreement, including all applicable representations and warranties
      thereof included herein or in the Mortgage Loan Purchase Agreement.

     

    For
      any
      month in which the Sponsor substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the Servicer will 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, plus
      all
      outstanding P&I Advances and Servicing Advances (including Nonrecoverable
      P&I Advances and Nonrecoverable Servicing Advances) related thereto. On the
      date of such substitution, the Sponsor will deliver or cause to be delivered
      to
      the Servicer for deposit in the Collection Account an amount equal to the
      Substitution Shortfall Amount, if any, and the Trustee or the applicable
      Custodian on behalf of the Trustee, upon receipt of the related Qualified
      Substitute Mortgage Loan or Loans, upon receipt of a request for release in
      the
      form attached to the related Custodial Agreement and certification by the
      Servicer of such deposit, shall release to the Sponsor the related Mortgage
      File
      or Files and the Trustee shall execute and deliver such instruments of transfer
      or assignment, in each case without recourse, representation or warranty, as
      the
      Sponsor shall deliver to it and as shall be necessary to vest therein any
      Deleted Mortgage Loan released pursuant hereto.

     

    In
      addition, the Sponsor shall obtain at its own expense and deliver to the Trustee
      an Opinion of Counsel to the effect that such substitution will 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.

     

    (c)  Upon
      discovery by the Depositor, the Sponsor, the 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
      (2) Business Days give written notice thereof to the other parties. In
      connection therewith, the Sponsor shall repurchase or substitute one or more
      Qualified Substitute Mortgage Loans for the affected Mortgage Loan within ninety
      (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
      (i) the Sponsor if the affected Mortgage Loan’s status as a non-qualified
      mortgage is or results from a breach of any representation, warranty or covenant
      made by the Sponsor under the Mortgage Loan Purchase Agreement or (ii) the
      Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage
      does not result from a breach of a representation or warranty. 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 Sponsor 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.

     

    (d)  With
      respect to a breach of the representations made pursuant to Section 5(xii)
      of
      the Mortgage Loan Purchase Agreement that materially and adversely affects
      the
      value of such Mortgage Loan or the interest therein of the Certificateholders,
      the Sponsor shall be required to take the actions set forth in this Section
      2.03.

     

    (e)  Within
      ninety (90) days of the earlier of discovery by the Servicer or receipt of
      notice by the Servicer of the breach of any representation, warranty or covenant
      of the Servicer set forth in Section 2.05 which materially and adversely affects
      the interests of the Certificateholders in any Mortgage Loan or Prepayment
      Charge, the Servicer shall cure such breach in all material
      respects.

     

    SECTION
      2.04.  Representations
      and Warranties of the Master Servicer.

     

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

     

    (i)  The
      Master Servicer is a national banking association duly formed, validly existing
      and in good standing under the laws of the United States of America and is
      duly
      authorized and qualified to transact any and all business contemplated by this
      Agreement to be conducted by the Master Servicer;

     

    (ii)  The
      Master Servicer has the full power and authority to conduct its business as
      presently conducted by it and to execute, deliver and perform, and to enter
      into
      and consummate, all transactions contemplated by this Agreement. The Master
      Servicer has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the other parties hereto,
      constitutes a legal, valid and binding obligation of the Master Servicer,
      enforceable against it in accordance with its terms except as the enforceability
      thereof may be limited by bankruptcy, insolvency, reorganization or similar
      laws
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity;

     

    (iii)  The
      execution and delivery of this Agreement by the Master Servicer, the
      consummation by the Master Servicer 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 and 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 does not believe, nor does it have any reason or cause to
      believe, that it cannot perform each and every covenant made by it and contained
      in this Agreement;

     

    (v)  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 perform any of its other obligations
      hereunder in accordance with the terms hereof;

     

    (vi)  There
      are
      no actions or proceedings against, or investigations known to it of, the Master
      Servicer before any court, administrative or other tribunal (A) that might
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      might prohibit or materially and adversely affect the performance by the Master
      Servicer of its obligations under, or validity or enforceability of, this
      Agreement;

     

    (vii)  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 by it 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; and

     

    (viii)  There
      are
      no affiliations, relationships or transactions relating to the Master Servicer
      of a type that are described under Item 1119 of Regulation AB with DBNTC, the
      Depositor, the Sponsor, the Servicer, the Credit Risk Manager, the Cap
      Counterparty, the Swap Provider or the Trustee.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.04 shall survive the resignation or termination of
      the
      parties hereto and the termination of this Agreement and shall inure to the
      benefit of the Trustee, the Depositor and the Certificateholders.

     

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

     

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

     

    (i)  The
      Servicer is a limited liability company duly organized and validly existing
      under the laws of the jurisdiction of its formation, and is duly authorized
      and
      qualified to transact any and all business contemplated by this Agreement to
      be
      conducted by the 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
      Servicer has the full power and authority to conduct its business as presently
      conducted by it and to execute, deliver and perform, and to enter into and
      consummate, all transactions contemplated by this Agreement. The Servicer has
      duly authorized the execution, delivery and performance of this Agreement,
      has
      duly executed and delivered this Agreement, and this Agreement, assuming due
      authorization, execution and delivery by the other parties hereto, constitutes
      a
      legal, valid and binding obligation of the Servicer, enforceable against it
      in
      accordance with its terms, except as the enforceability thereof may be limited
      by bankruptcy, insolvency, reorganization or similar laws affecting the
      enforcement of creditors’ rights generally and by general principles of
      equity;

     

    (iii)  The
      execution and delivery of this Agreement by the Servicer, the servicing of
      the
      Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
      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
      Servicer and will not (A) result in a breach of any term or provision of the
      charter or by-laws of the 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 Servicer is a party or
      by
      which it may be bound, or any statute, order or regulation applicable to the
      Servicer of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Servicer; and the 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
      Servicer's knowledge, would in the future materially and adversely affect,
      (x)
      the ability of the Servicer to perform its obligations under this Agreement,
      (y)
      the business, operations, financial condition, properties or assets of the
      Servicer taken as a whole or (z) the legality, validity or enforceability of
      this Agreement;

     

    (iv)  The
      Servicer does not believe, nor does it have any reason or cause to believe,
      that
      it cannot perform each and every covenant made by it and contained in this
      Agreement;

     

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

     

    (vi)  There
      are
      no actions or proceedings against, or investigations known to it of, the
      Servicer before any court, administrative or other tribunal (A) that might
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      might prohibit or materially and adversely affect the performance by the
      Servicer of its obligations under, or the validity or enforceability of, this
      Agreement;

     

    (vii)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Servicer
      of,
      or compliance by the Servicer with, this Agreement or the consummation by it
      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;

     

    (viii)  The
      Servicer has fully furnished and will 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; 

     

    (ix)  The
      Servicer is a member of MERS in good standing, and will comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Mortgage Loans that are registered with MERS; and 

     

    (x)  The
      Servicer will not waive any Prepayment Charge other than in accordance with
      the
      standard set forth in Section 3.01.

     

    (b)  Notwithstanding
      anything to the contrary contained in this Agreement, if the covenant of the
      Servicer set forth in Section 2.05(a)(x) above is breached, the Servicer will
      pay the amount of such waived Prepayment Charge, from its own funds without
      any
      right of reimbursement, for the benefit of the Holders of the Class P
      Certificates, by depositing such amount into the Collection Account within
      90
      days of the earlier of discovery by the Servicer or receipt of notice by the
      Servicer of such breach; provided, however, the Servicer shall not have any
      obligation to pay the amount of any uncollected Prepayment Charge under this
      Section 2.05 if the Servicer did not have a copy of the related Mortgage Note,
      the Servicer requested a copy of the same from the related Custodian in
      accordance with the terms of the related Custodial Agreement and such Custodian
      failed to provide such copy within the time frame set forth in the related
      Custodial Agreement. Furthermore, notwithstanding any other provisions of this
      Agreement, any payments made by the Servicer in respect of any waived Prepayment
      Charges pursuant to this paragraph shall be deemed to be paid outside of the
      Trust Fund. 

     

    (c)  It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive the resignation or termination of
      the
      parties hereto, the termination of this Agreement and the delivery of the
      Mortgage Files to the related Custodian and shall inure to the benefit of the
      Trustee, the Master Servicer, the Securities Administrator, the Depositor,
      the
      Certificateholders. Upon discovery by any such Person or the Servicer 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 Trustee. Subject to Section
      8.01,
      unless such breach shall not be susceptible of cure within ninety (90) days,
      the
      obligation of the Servicer set forth in Section 2.03(e) to cure breaches shall
      constitute the sole remedy against the 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.

     

    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 the applicable Custodian on its behalf of the Mortgage Loan Documents,
      subject to the provisions of Section 2.01 and Section 2.02 hereof and Section
      2
      of the related Custodial Agreement, together with the assignment to it of all
      other assets included in REMIC I, the receipt of which is hereby acknowledged.
      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 Holders of the Class R-I Interest and REMIC I (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 and REMIC III by the
      Trustee.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC I Regular
      Interests for the benefit of the Class R-II Interest and REMIC II (as holder
      of
      the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC
      I
      Regular Interests and declares that it holds and will hold the same in trust
      for
      the exclusive use and benefit of all present and future Holders of the Class
      R-II Interest and REMIC II (as holder of the REMIC I Regular Interests). The
      rights of the Holder of the Class R-II Interest and REMIC II (as holder of
      the
      REMIC I Regular Interests) to receive distributions from the proceeds of REMIC
      II in respect of the Class R-II Interest and the REMIC II Regular Interests,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-II Interest and the REMIC II Regular Interests, shall be as set forth in
      this
      Agreement. The Class R-II Interest and the REMIC II Regular Interests shall
      constitute the entire beneficial ownership interest in REMIC II. The Trustee
      acknowledges receipt of the REMIC II Regular Interests and declares that it
      holds and will hold the same in trust for the exclusive use and benefit of
      all
      present and future Holders of the Class R-III Interest and REMIC III (as holder
      of the REMIC II Regular Interests). The rights of the Holder of the Class R-III
      Interest and REMIC III (as holder of the REMIC II Regular Interests) to receive
      distributions from the proceeds of REMIC III in respect of the Class R-III
      Interest and the Regular Certificates, respectively, and all ownership interests
      evidenced or constituted by the Class R-III Interest and the Regular
      Certificates, shall be as set forth in this Agreement. The Class R-III Interest
      and the Regular Certificates shall constitute the entire beneficial ownership
      interest in REMIC III.

     

    SECTION
      2.08.  Issuance
      of the Residual Certificates.

     

    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 Securities
      Administrator has executed and authenticated and the Trustee has delivered
      to or
      upon the order of the Depositor, the Class R Certificates in authorized
      denominations. The Class R Certificates evidence ownership in the Class R-I
      Interest, the Class R-II Interest and the Class R-III Interest.

     

    SECTION
      2.09.  Establishment
      of the Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “ACE Securities Corp., Home Equity Loan Trust, Series
      2006-ASAP4” and does hereby appoint HSBC Bank USA, National Association as
      Trustee in accordance with the provisions of this Agreement.

     

    SECTION
      2.10.  Purpose
      and Powers of the Trust.

     

    The
      purpose of the common law trust, as created hereunder, is to engage in the
      following activities:

     

    (a)  acquire
      and hold the Mortgage Loans and the other assets of the Trust Fund and the
      proceeds therefrom;

     

    (b)  to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c)  to
      make
      payments on the Certificates;

     

    (d)  to
      engage
      in those activities that are necessary, suitable or convenient to accomplish
      the
      foregoing or are incidental thereto or connected therewith; and

     

    (e)  subject
      to compliance with this Agreement, to engage in such other activities as may
      be
      required in connection with conservation of the Trust Fund and the making of
      distributions to the Certificateholders.

     

    The
      trust
      is hereby authorized to engage in the foregoing activities. The Trustee shall
      not cause the trust to engage in any activity other than in connection with
      the
      foregoing or other than as required or authorized by the terms of this Agreement
      (or those ancillary thereto) while any Certificate is outstanding, and this
      Section 2.10 may not be amended, without the consent of the Certificateholders
      evidencing 51% or more of the aggregate voting rights of the
      Certificates.

     

    SECTION
      2.11.  Representations
      and Warranties of the Trustee.

     

    The
      Trustee hereby represents and warrants to the Sponsor and the Depositor, for
      the
      benefit of each of the Certificateholders, that as of the Closing
      Date:

     

    (a)  There
      are
      no affiliations relating to the Trustee of a type that are described under
      Item
      1119(a) of Regulation AB; and

     

    (b)  There
      are
      no legal proceedings pending or contemplated, including legal proceedings
      pending or contemplated by governmental authorities, against the Trustee that
      could be material to the Certificateholders.

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING


    OF
      THE
      MORTGAGE LOANS; ACCOUNTS

     

    SECTION
      3.01.  The
      Servicer to Act as Servicer.

     

    On
      and
      after the Closing Date, the Servicer shall service and administer the Mortgage
      Loans on behalf of the Trust Fund and in the best interests of and for the
      benefit of the Certificateholders (as determined by the Servicer in its
      reasonable judgment) in accordance with the terms of this Agreement and the
      respective Mortgage Loans and all applicable laws and regulations and, to the
      extent consistent with such terms, 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 Servicer or any Affiliate of the Servicer may have with
      the related Mortgagor;

     

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

     

    (iii)  the
      Servicer’s obligation to make P&I Advances or Servicing Advances;
      or

     

    (iv)  the
      Servicer’s right to receive compensation for its services
      hereunder.

     

    To
      the
      extent consistent with the foregoing, the Servicer shall also seek to maximize
      the timely and complete recovery of principal and interest on the Mortgage
      Notes
      and shall 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 such waiver is related to a default or
      reasonably foreseeable default and would, in the reasonable judgment of the
      Servicer, maximize recovery of total proceeds taking into account the value
      of
      such Prepayment Charge and the related Mortgage Loan and, if such waiver is
      made
      in connection with a refinancing of the related Mortgage Loan, such refinancing
      is related to a default or a reasonably foreseeable default, (ii) such
      Prepayment Charge is unenforceable in accordance with applicable law or the
      collection of such related Prepayment Charge would otherwise violate applicable
      law or (iii) the collection of such Prepayment Charge would be considered
“predatory” pursuant to written guidance published or issued by any applicable
      federal, state or local regulatory authority acting in its official capacity
      and
      having jurisdiction over such matters. In addition, the Servicer shall not
      impose a Prepayment Charge in any instance when the Mortgage Loan is accelerated
      or where the Mortgagor has made a Principal Prepayment in full in connection
      with the workout of a delinquent Mortgage Loan or due to a default by the
      Mortgagor. Notwithstanding any provision in this Agreement to the contrary,
      in
      the event the Prepayment Charge payable under the terms of the Mortgage Note
      is
      less than the amount of the Prepayment Charge set forth in the Prepayment Charge
      Schedule or other information provided to the Servicer, neither the Servicer
      nor
      the Master Servicer shall have any liability or obligation with respect to
      such
      difference (including any obligation to recalculate any Prepayment Charges),
      and
      in addition shall not have any liability or obligation to pay the amount of
      any
      uncollected Prepayment Charge if the failure to collect such amount is the
      direct result of inaccurate or incomplete information on the Prepayment Charge
      Schedule.

     

    In
      the
      event the Servicer waives a Prepayment Charge in connection with clauses (ii)
      or
      (iii) of the preceding paragraph, the Servicer shall provide a written
      explanation of the Servicer’s determination to the Master Servicer, and the
      Master Servicer shall provide a copy of such writing to the Sponsor and the
      Depositor. 

     

    Subject
      only to the above-described servicing standards (the “Accepted Servicing
      Practices”) and the terms of this Agreement and of the related Mortgage Loans,
      the Servicer shall have full power and authority, 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 with the goal of maximizing proceeds of the Mortgage
      Loan. Without limiting the generality of the foregoing, the Servicer in its
      own
      name is hereby authorized and empowered by the Trustee when the Servicer
      believes it appropriate in its best judgment, to execute and deliver, on behalf
      of the Trust Fund, the Certificateholders and the Trustee or any of them, and
      upon written notice to the Trustee, any and all instruments of satisfaction
      or
      cancellation, or of partial or full release or discharge or subordination,
      and
      all other comparable instruments, with respect to the related Mortgage Loans
      and
      the related Mortgaged Properties and to institute foreclosure proceedings or
      obtain a deed-in-lieu of foreclosure so as to convert the ownership of such
      properties, and to hold or cause to be held title to such properties, on behalf
      of the Trustee, for the benefit of the Trust Fund and the Certificateholders.
      The Servicer shall service and administer the related Mortgage Loans in
      accordance with applicable state and federal law and shall provide to the
      Mortgagors any reports required to be provided to them thereby. The Servicer
      shall also comply in the performance of this Agreement with all reasonable
      rules
      and requirements of each insurer under any standard hazard insurance policy.
      Subject to Section 3.14, the Trustee shall execute, at the written request
      of
      the Servicer, and furnish to the Servicer a power of attorney in the form of
      Exhibit D hereto and other documents necessary or appropriate to enable the
      Servicer to carry out its servicing and administrative duties hereunder and
      furnished to the Trustee by the Servicer, and the Trustee shall not be liable
      for the actions of the Servicer under such powers of attorney and shall be
      indemnified by the Servicer for any cost, liability or expense incurred by
      the
      Trustee in connection with the Servicer’s use or misuse of any such power of
      attorney.

     

    The
      Servicer is hereby authorized and empowered in its own name or in the name
      of
      the Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
      believes it is appropriate in its best judgment to register any Mortgage Loan
      on
      the MERS® System, or cause the removal from the registration of any Mortgage
      Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
      the Certificateholders or any of them, any and all instruments of assignment
      and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns. Any reasonable expenses incurred in connection with
      the
      actions described in the preceding sentence or as a result of MERS discontinuing
      or becoming unable to continue operations in connection with the MERS® System,
      shall be reimbursable by the Trust Fund to the Servicer.

     

    In
      accordance with Accepted Servicing Practices, the Servicer shall make or cause
      to be made Servicing Advances as necessary for the purpose of effecting the
      payment of taxes and assessments on the Mortgaged Properties, which Servicing
      Advances shall be reimbursable in the first instance from related collections
      from the related Mortgagors pursuant to Section 3.07, and further as
      provided in Section 3.09; provided, however, the Servicer shall only make
      such Servicing Advance if the related Mortgagor has not made such payment and
      if
      the failure to make such Servicing Advance would result in the loss of the
      related Mortgaged Property due to a tax sale or foreclosure as result of a
      tax
      lien; provided, however, that the Servicer shall be required to make such
      Servicing Advances only to the extent that such Servicing Advances, in the
      good
      faith judgment of the Servicer, will be recoverable by the Servicer out of
      Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds
      of
      the related Mortgage Loan. Any cost incurred by the Servicer in effecting the
      payment of taxes and assessments on a Mortgaged Property shall not, for the
      purpose of calculating the Stated Principal Balance of such Mortgage Loan or
      distributions to Certificateholders, be added to the unpaid principal balance
      of
      the related Mortgage Loan, notwithstanding that the terms of such Mortgage
      Loan
      so permit. The parties to this Agreement acknowledge that Servicing Advances
      shall be reimbursable pursuant to Section 3.09 of this Agreement, and agree
      that no Servicing Advance shall be rejected or disallowed by any party unless
      it
      has been shown that such Servicing Advance was not made in accordance with
      the
      terms of this Agreement.
      Notwithstanding the foregoing, the parties understand and agree that, with
      respect to any Mortgage Loan (1) the Master Servicer shall not approve the
      reimbursement of any Servicing Advance made with respect to such Mortgage Loan
      prior to the Cut-off Date (each, a “Pre-Cut-off Date Advance”) unless and until
      it has received a Servicing Advance Schedule listing the amount of Pre-Cut-off
      Date Advances made in respect of such Mortgage Loan from (a) the Servicer with
      respect to any Mortgage Loans that were transferred to the Servicer prior to
      the
      Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans that
      were transferred to the Servicer after the Cut-off Date, as applicable, (2)
      the
      aggregate Pre-Cut-off Date Advances reimbursable hereunder with respect to
      such
      Mortgage Loan shall not exceed the amount of Pre-Cut-off Date Advances for
      such
      Mortgage Loan shown on the Servicing Advance Schedule delivered to the Master
      Servicer, (3) the Depositor shall be deemed to have agreed with and approved
      the
      Pre-Cut-off Date Advances shown on any Servicing Advance Schedule furnished
      to
      the Master Servicer, and (4) the Master Servicer will have no liability to
      the
      Depositor, the Servicer or any other Person, including any Certificateholder,
      for approving reimbursement of related Pre-Cut-off Date Advances so long as
      the
      aggregate amount of such advances reimbursed hereunder does not exceed of the
      amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the
      Servicing Advance Schedule.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Servicer may not make any future
      advances with respect to a Mortgage Loan and the Servicer shall not permit
      any
      modification with respect to any related Mortgage Loan that would change the
      Mortgage Rate, reduce or increase the principal balance (except for reductions
      resulting from actual payments of principal) or change the final maturity date
      on such related Mortgage Loan (unless, as provided in Section 3.06, the related
      Mortgagor is in default with respect to the related Mortgage Loan or such
      default is, in the judgment of the Servicer, reasonably foreseeable) or any
      modification, waiver or amendment of any term of any related Mortgage Loan
      that
      would both (A) effect an exchange or reissuance of such Mortgage Loan under
      Section 1001 of the Code (or final, temporary or proposed Treasury regulations
      promulgated thereunder) and (B) cause any Trust REMIC created hereunder to
      fail
      to qualify as a REMIC under the Code or the imposition of any tax on “prohibited
      transactions” or “contributions after the startup date” under the REMIC
      Provisions.

     

    In
      the
      event that the Mortgage Loan Documents relating to a Mortgage Loan contain
      provisions requiring the related Mortgagor to arbitrate disputes (at the option
      of the Trustee, on behalf of the Trust), the Trustee hereby authorizes the
      Servicer to waive the Trustee’s right or option to arbitrate disputes and to
      send written notice of such waiver to the Mortgagor, although the Mortgagor
      may
      still require arbitration at its option.

     

    From
      and
      after the Closing Date, the Servicer 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 on a monthly basis.

     

    SECTION
      3.02.  Sub-Servicing
      Agreements Between the Servicer and Sub-Servicers.

     

    (a)  The
      Servicer may arrange for the subservicing of any Mortgage Loan by a Sub-
      Servicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing
      arrangement and the terms of the related Sub-Servicing Agreement must provide
      for the servicing of such Mortgage Loans in a manner consistent with the
      servicing arrangements contemplated hereunder and the Servicer shall cause
      any
      Sub-Servicer to comply with the provisions of this Agreement (including, without
      limitation, to provide the information required to be delivered under Sections
      3.17, 3.18 and 3.20 hereof), to the same extent as if such Sub-Servicer were
      the
      Servicer. The Servicer shall be responsible for obtaining from each Sub-Servicer
      and delivering to the Master Servicer any annual statement of compliance,
      assessment of compliance, attestation report and Sarbanes Oxley related
      certification as and when required to be delivered. Each Sub-Servicer shall
      be
      (i) authorized to transact business in the state or states where 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 and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer. Notwithstanding the provisions of any
      Sub-Servicing Agreement, any of the provisions of this Agreement relating to
      agreements or arrangements between the Servicer or a Sub-Servicer or reference
      to actions taken through the Servicer or otherwise, the Servicer shall remain
      obligated and liable to the Depositor, the Trustee and the Certificateholders
      for the servicing and administration of the Mortgage Loans in accordance with
      the provisions of this Agreement 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 Servicer alone were servicing and
      administering the Mortgage Loans. Every Sub-Servicing Agreement entered into
      by
      the Servicer shall contain a provision giving the successor servicer the option
      to terminate such agreement in the event a successor servicer is appointed.
      All
      actions of each Sub-Servicer performed pursuant to the related Sub-Servicing
      Agreement shall be performed as an agent of the Servicer with the same force
      and
      effect as if performed directly by the Servicer.

     

    (b)  Notwithstanding
      the foregoing, the Servicer shall be entitled to outsource one or more separate
      servicing functions to a Subcontractor that does not meet the eligibility
      requirements for a Sub-Servicer, so long as such outsourcing does not constitute
      the delegation of the Servicer’s obligation to perform all or substantially all
      of the servicing of the related Mortgage Loans to such Subcontractor. The
      Servicer shall promptly, upon request, provide to the Master Servicer, the
      Trustee and the Depositor a written description (in form and substance
      satisfactory to the Master Servicer, the Trustee and the Depositor) of the
      role
      and function of each Subcontractor utilized by the Servicer, specifying (i)
      the
      identity of each such Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, and (ii) which elements of
      the
      Servicing Criteria will be addressed in assessments of compliance provided
      by
      each Subcontractor identified pursuant to clause (i) of this subsection;
      provided, however, that the Servicer shall not be required to provide the
      information in clauses (i) or (ii) of this subsection until such time that
      the
      applicable assessment of compliance is due pursuant to Section 3.18 of this
      Agreement. The use by the Servicer of any such Subcontractor shall not release
      the Servicer from any of its obligations hereunder and the Servicer shall remain
      responsible hereunder for all acts and omissions of such Subcontractor as fully
      as if such acts and omissions were those of the Servicer, and the Servicer
      shall
      pay all fees and expenses of the Subcontractor from the Servicer’s own
      funds.

     

    (c)  As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Servicer shall cause any such Subcontractor used by the
      Servicer for the benefit of the Master Servicer, the Trustee and the Depositor
      to comply with the provisions of Sections 3.18 and 3.20 of this Agreement to
      the
      same extent as if such Subcontractor were the Servicer. The Servicer shall
      be
      responsible for obtaining from each such Subcontractor and delivering to the
      Master Servicer, the Trustee and any Depositor any assessment of compliance,
      attestation report and Sarbanes-Oxley related certification required to be
      delivered by such Subcontractor under Sections 3.18 and 3.20, in each case
      as
      and when required to be delivered.

     

    (d)  For
      purposes of this Agreement, the Servicer shall be deemed to have received any
      collections, recoveries or payments with respect to the Mortgage Loans that
      are
      received by a Sub-Servicer regardless of whether such payments are remitted
      by
      the Sub-Servicer to the Servicer.

     

    SECTION
      3.03.  Successor
      Sub-Servicers.

     

    Any
      Sub-Servicing Agreement shall provide that the Servicer shall be entitled to
      terminate any Sub-Servicing Agreement and to either itself directly service
      the
      related Mortgage Loans or enter into a Sub-Servicing Agreement with a successor
      Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement
      shall include the provision that such agreement may be immediately terminated
      as
      soon as is reasonably possible by any successor to the Servicer without fee
      or,
      in the event a termination fee exists, such fee shall be payable by the Servicer
      from its own funds without reimbursement therefor, in accordance with the terms
      of this Agreement, in the event that the Servicer (or any successor to the
      Servicer) shall, for any reason, no longer be the Servicer of the related
      Mortgage Loans (including termination due to a Servicer Event of Default).
      The
      Servicer shall be entitled to enter into an agreement with its Sub-Servicer
      and
      Subcontractor for indemnification of the Servicer or Subcontractor, as
      applicable, by such Sub-Servicer and nothing contained in this Agreement shall
      be deemed to limit or modify such indemnification.

     

    SECTION
      3.04.  No
      Contractual Relationship Between Sub-Servicer, Subcontractor, Trustee or the
      Certificateholders.

     

    Any
      Sub-Servicing Agreement and any other transactions or services relating to
      the
      Mortgage Loans involving a Sub-Servicer or the Subcontractor, as applicable,
      shall be deemed to be between the Sub-Servicer and the Servicer or
      Subcontractor, as applicable, alone and the Master Servicer, Trustee and the
      Certificateholders shall not be deemed parties thereto and shall have no claims,
      rights, obligations, duties or liabilities with respect to any Sub-Servicer
      or
      the Subcontractor except as set forth in Section 3.05.

     

    SECTION
      3.05.  Assumption
      or Termination of Sub-Servicing Agreement by Successor Servicer.

     

    In
      connection with the assumption of the responsibilities, duties and liabilities
      and of the authority, power and rights of the Servicer hereunder by a successor
      servicer pursuant to Section 8.02, it is understood and agreed that the
      Servicer’s rights and obligations under any Sub-Servicing Agreement then in
      force between the Servicer and a Sub-Servicer shall be assumed simultaneously
      by
      such successor servicer without act or deed on the part of such successor
      servicer; provided, however, that any successor servicer may terminate the
      Sub-Servicer.

     

    The
      Servicer shall, upon the reasonable request of the Master Servicer, but at
      its
      own expense, deliver to the assuming party documents and records relating to
      each Sub-Servicing Agreement and an accounting of amounts collected and held
      by
      it and otherwise use its best efforts to effect the orderly and efficient
      transfer of the Sub-Servicing Agreements to the assuming party.

     

    The
      Servicing Fee payable to any such successor servicer shall be payable from
      payments received on the Mortgage Loans in the amount and in the manner set
      forth in this Agreement.

     

    SECTION
      3.06.  Collection
      of Certain Mortgage Loan Payments.

     

    The
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the related Mortgage Loans, and shall, to the extent
      such procedures shall be consistent with this Agreement and Accepted Servicing
      Practices, 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 Servicer may in its discretion (i) waive
      any
      late payment charge or, if applicable, penalty interest or (ii) extend the
      due
      dates for the Monthly Payments due on a Mortgage Note related to a Mortgage
      Loan
      for a period of not greater than 180 days; provided that any extension pursuant
      to this clause shall not affect the amortization schedule of any Mortgage Loan
      for purposes of any computation hereunder. Notwithstanding the foregoing, in
      the
      event that any Mortgage Loan is in default or, in the judgment of the Servicer,
      such default is reasonably foreseeable, the Servicer, consistent with Accepted
      Servicing Practices may waive, modify or vary any term of such Mortgage Loan
      (including, but not limited to, modifications that 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 if in the Servicer’s determination
      such waiver, modification, postponement or indulgence is not materially adverse
      to the interests of the Certificateholders (taking into account any estimated
      Realized Loss that might result absent such action). The Servicer shall not
      be
      required to institute or join in litigation with respect to collection of any
      payment (whether under a Mortgage, Mortgage Note or otherwise or against any
      public or governmental authority with respect to a taking or condemnation)
      if it
      reasonably believes that enforcing the provision of the Mortgage or other
      instrument pursuant to which such payment is required is prohibited by
      applicable law.

     

    SECTION
      3.07.  Collection
      of Taxes, Assessments and Similar Items; Servicing Accounts.

     

    To
      the
      extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
      establish and maintain one or more accounts (the “Servicing Accounts”), into
      which all collections from the Mortgagors (or related advances from
      Sub-Servicers) for the payment of taxes, assessments, fire, flood, and hazard
      insurance premiums, and comparable items for the account of the Mortgagors
      (“Escrow Payments”) shall be deposited and retained. Servicing Accounts shall be
      Eligible Accounts. The Servicer shall deposit in the clearing 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 Business Day after the Servicer’s receipt thereof, all Escrow
      Payments collected on account of the Mortgage Loans and shall thereafter deposit
      such Escrow Payments in the Servicing Accounts, in no event later than the
      second Business Day after the deposit of good funds into the clearing account,
      and retain therein, all Escrow Payments collected on account of the Mortgage
      Loans, for the purpose of effecting the timely payment of any such items as
      required under the terms of this Agreement. Withdrawals of amounts from a
      Servicing Account may be made by the Servicer only to (i) effect timely payment
      of taxes, assessments, fire, flood, and hazard insurance premiums, and
      comparable items; (ii) reimburse itself out of related collections for any
      Servicing Advances made pursuant to Section 3.01 (with respect to taxes and
      assessments) and Section 3.11 (with respect to fire, flood and hazard
      insurance); (iii) refund to Mortgagors any sums as may be determined to be
      overages; (iv) for application to restore or repair the related Mortgaged
      Property in accordance with Section 3.11; (v) pay interest, if required and
      as
      described below, to Mortgagors on balances in the Servicing Account; or, only
      to
      the extent not required to be paid to the related Mortgagors, to pay itself
      interest on balances in the Servicing Account; or (vi) clear and terminate
      the
      Servicing Account at the termination of the Servicer’s obligations and
      responsibilities in respect of the Mortgage Loans under this Agreement in
      accordance with Article X. As part of its servicing duties, the Servicer shall
      pay to the Mortgagors interest on funds in Servicing Accounts, to the extent
      required by law and, to the extent that interest earned on funds in the
      Servicing Accounts is insufficient, to pay such interest from its own funds,
      without any reimbursement therefor. Notwithstanding the foregoing, the Servicer
      shall not be obligated to collect Escrow Payments if the related Mortgage Loan
      does not require such payments but the Servicer shall nevertheless be obligated
      to make Servicing Advances as provided in Section 3.01 and Section 3.11. In
      the
      event the Servicer shall deposit in the Servicing Accounts any amount not
      required to be deposited therein, it may at any time withdraw such amount from
      the Servicing Accounts, any provision to the contrary
      notwithstanding.

     

    To
      the
      extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
      shall determine whether any such payments are made by the Mortgagor in a manner
      and at a time that is necessary to avoid the loss of the Mortgaged Property
      due
      to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
      that all insurance required to be maintained on the Mortgaged Property pursuant
      to this Agreement is maintained. If any such payment has not been made and
      the
      Servicer receives notice of a tax lien with respect to the Mortgage Loan being
      imposed, the Servicer shall, promptly and to the extent required to avoid loss
      of the Mortgaged Property, advance or cause to be advanced funds necessary
      to
      discharge such lien on the Mortgaged Property unless the Servicer determines
      the
      advance to be nonrecoverable. The Servicer assumes full responsibility for
      the
      payment of all such bills and shall effect 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 to effect
      such payments subject to its determination of recoverability.

     

    SECTION
      3.08.  Collection
      Account and Distribution Account.

     

    (a)  On
      behalf
      of the Trust Fund, the Servicer shall establish and maintain one or more
“Collection Accounts”, held in trust for the benefit of the Trustee and the
      Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
      or
      cause to be deposited in the clearing 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 Business
      Day after the Servicer’s receipt thereof, and shall thereafter deposit in the
      Collection Account, in no event later than two Business Days after the deposit
      of good funds into the clearing account, as and when received or as otherwise
      required hereunder, the following payments and collections received or made
      by
      it on or subsequent to the Cut-off Date other than amounts attributable to
      a Due
      Date on or prior to the Cut-off Date:

     

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

     

    (ii)  all
      payments on account of interest (net of the related Servicing Fee and any
      Prepayment Interest Excess) on each Mortgage Loan;

     

    (iii)  all
      Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
      in
      respect of any particular REO Property) and all Subsequent Recoveries with
      respect to the Mortgage Loans;

     

    (iv)  any
      amounts required to be deposited by the Servicer pursuant to Section 3.10 in
      connection with any losses realized on Permitted Investments with respect to
      funds held in the Collection Account;

     

    (v)  any
      amounts required to be deposited by the Servicer pursuant to the second
      paragraph of Section 3.11(a) in respect of any blanket policy
      deductibles;

     

    (vi)  any
      Purchase Price or Substitution Shortfall Amount delivered to the Servicer and
      all proceeds (net of amounts payable or reimbursable to the Servicer, the Master
      Servicer, the Trustee, the Custodians or the Securities Administrator) of
      Mortgage Loans purchased in accordance with Section 2.03, Section 3.13 or
      Section 10.01; and

     

    (vii)  any
      Prepayment Charges collected by the Servicer in connection with the Principal
      Prepayment of any of the Mortgage Loans or amounts required to be deposited
      by
      the Servicer in connection with a breach of its obligations under Section
      2.05.

     

    The
      foregoing requirements for deposit in the Collection Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, Ancillary Income, Prepayment Interest Excess and payments in the
      nature of late payment charges, assumption fees or other similar fees need
      not
      be deposited by the Servicer in the Collection Account and may be retained
      by
      the Servicer as additional servicing compensation. In the event the 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.

     

    (b)  On
      behalf
      of the Trust Fund, the Securities Administrator shall establish and maintain
      one
      or more accounts (such account or accounts, the “Distribution Account”), held in
      trust for the benefit of the Trustee, the Trust Fund and the Certificateholders.
      On behalf of the Trust Fund, the Servicer shall deliver to the Securities
      Administrator in immediately available funds for deposit in the Distribution
      Account on or before 12:00 noon New York time on the Servicer Remittance Date,
      that portion of the Available Distribution Amount (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 and the amount of all Prepayment Charges
      collected by the Servicer in connection with the Principal Prepayment of any
      of
      the Mortgage Loans then on deposit in the Collection Account and the amount
      of
      any funds reimbursable to an Advance Financing Person pursuant to Section 3.26.
      If the balance on deposit in a Collection Account exceeds $100,000 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 Servicer shall, on or before 5:00 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 Servicer, the Trustee, the Master
      Servicer, the Securities Administrator or the Sponsor pursuant to Section 3.09
      and shall pay such amounts to the Persons entitled thereto or shall establish
      a
      separate Collection Account (which shall also be an Eligible Account) and
      withdraw from the existing Collection Account the amount on deposit therein
      in
      excess of $100,000 and deposit such excess in the newly created Collection
      Account.

     

    With
      respect to any remittance received by the Securities Administrator after the
      Servicer Remittance Date on which such payment was due, the Securities
      Administrator shall send written notice thereof to the Servicer. The Servicer
      shall pay to the Securities Administrator interest on any such late payment
      by
      the Servicer at an annual rate equal to Prime Rate (as defined in The
      Wall Street Journal)
      plus
      one percentage point, but in no event greater than the maximum amount permitted
      by applicable law. Such interest shall be paid by the Servicer to the Securities
      Administrator on the date such late payment is made and shall cover the period
      commencing with the day following such Servicer Remittance Date and ending
      with
      the Business Day on which such payment is made, both inclusive. The payment
      by
      the Servicer of any such interest, or the failure of the Securities
      Administrator to notify the Servicer of such interest, shall not be deemed
      an
      extension of time for payment or a waiver of any Event of Default by the
      Servicer.

     

    (c)  Funds
      in
      the Collection Account and funds in the Distribution Account may be invested
      in
      Permitted Investments in accordance with the provisions set forth in Section
      3.10. The Servicer shall give notice to the Trustee, the Securities
      Administrator and the Master Servicer of the location of the Collection Account
      when established and prior to any change thereof. The Securities Administrator
      shall give notice to the Servicer and the Depositor of the location of the
      Distribution Account when established and prior to any change
      thereof.

     

    (d)  Funds
      held in the Collection Account at any time may be delivered by the Servicer
      in
      immediately available funds to the Securities Administrator for deposit in
      the
      Distribution Account. In the event the Servicer shall deliver to the Securities
      Administrator for deposit in the Distribution Account any amount not required
      to
      be deposited therein, it may at any time request that the Securities
      Administrator withdraw such amount from the Distribution Account and remit
      to it
      any such amount, any provision herein to the contrary notwithstanding. In no
      event shall the Securities Administrator incur liability as a result of
      withdrawals from the Distribution Account at the direction of the Servicer
      in
      accordance with the immediately preceding sentence. In addition, the Servicer
      shall deliver to the Securities Administrator no later than the Servicer
      Remittance Date the amounts set forth in clauses (i) through (iv)
      below:

     

    (i)  any
      P&I Advances, as required pursuant to Section 5.03;

     

    (ii)  any
      amounts required to be deposited pursuant to Section 3.22(d) or 3.21(f) in
      connection with any related REO Property;

     

    (iii)  any
      amounts to be paid in connection with a purchase of Mortgage Loans and REO
      Properties pursuant to Section 10.01; and

     

    (iv)  any
      amounts required to be deposited pursuant to Section 3.23 in connection with
      any
      Prepayment Interest Shortfalls.

     

    SECTION
      3.09.  Withdrawals
      from the Collection Account and Distribution Account.

     

    (a)  The
      Servicer shall, from time to time, make withdrawals from the Collection Account
      for any of the following purposes or as described in Section 5.03:

     

    (i)  to
      remit
      to the Securities Administrator for deposit in the Distribution Account the
      amounts required to be so remitted pursuant to Section 3.08(b) or permitted
      to
      be so remitted pursuant to the first sentence of Section 3.08(d);

     

    (ii)  subject
      to Section 3.13(d), to reimburse itself (including any successor Servicer)
      for
      P&I Advances made by it, but only to the extent of amounts received which
      represent Late Collections (net of the related Servicing Fees) of Monthly
      Payments on related Mortgage Loans with respect to which such P&I Advances
      were made in accordance with the provisions of Section 5.03;

     

    (iii)  subject
      to Section 3.13(d), to pay itself any unpaid Servicing Fees and reimburse itself
      any unreimbursed Servicing Advances with respect to each related Mortgage Loan,
      but only to the extent of any Liquidation Proceeds and Insurance Proceeds
      received with respect to such related Mortgage Loan or rental or other income
      from the related REO Property;

     

    (iv)  to
      pay to
      itself as servicing compensation (in addition to the Servicing Fee or any
      portion thereof payable to the Servicer) on the Servicer Remittance Date any
      interest or investment income earned on funds deposited in the Collection
      Account;

     

    (v)  to
      pay to
      itself or the Sponsor, 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 3.13(c) all amounts received thereon not included in the Purchase Price
      or the Substitution Shortfall Amount;

     

    (vi)  to
      reimburse itself (including any successor to the Servicer) for

     

    (A) any
      P&I Advance or Servicing Advance previously made by it which the Servicer
      has determined to be a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance in accordance with the provisions of Section 5.03; provided
      however, that the Servicer shall not be entitled to reimbursement for any
      Servicing Advance made prior to the Cut-off Date if the Servicer determines
      that
      such Servicing Advance constitutes a Nonrecoverable Servicing
      Advance;

     

    (B) any
      unpaid Servicing Fees to the extent not recoverable from Liquidation Proceeds,
      Insurance Proceeds or other amounts received with respect to the related
      Mortgage Loan under Section 3.08(a)(iii); or

     

    (C) any
      P&I Advance or Servicing Advance made with respect to a delinquent Mortgage
      Loan which Mortgage Loan has been modified by the Servicer in accordance with
      the terms of this Agreement; provided that the Servicer shall only reimburse
      itself for such P&I Advances and Servicing Advances at the time of such
      modification, or as otherwise provided in this Section 3.09;

     

    (vii)  to
      reimburse itself or the Depositor for expenses incurred by or reimbursable
      to
      itself or the Depositor, as the case may be, pursuant to Section 3.01 or Section
      7.03;

     

    (viii)  to
      reimburse itself or the Trustee, as the case may be, for 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 related Mortgage Loan, including any expenses arising
      out
      of the enforcement of the purchase obligation;

     

    (ix)  to
      pay,
      or to reimburse itself for advances in respect of, expenses incurred in
      connection with any related Mortgage Loan pursuant to Section 3.13(b);


     

    (x)  to
      pay to
      itself any Prepayment Interest Excess on the related Mortgage Loans to the
      extent not retained pursuant to Section 3.08(a)(ii); and

     

    (xi)  to
      clear
      and terminate the Collection Account pursuant to
      Section 10.01.

     

    The
      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), (v), (vi), (vii), (viii), (ix) and (x)
      above.

     

    (b)  The
      Securities Administrator shall, from time to time, make withdrawals from the
      Distribution Account, for any of the following purposes, without
      priority:

     

    (i)  to
      make
      distributions to Certificateholders in accordance with Section
      5.01;

     

    (ii)  to
      pay to
      itself, the Custodians and the Master Servicer amounts to which it is entitled
      pursuant to Section 9.05 or any other provision of this Agreement and any
      Extraordinary Trust Fund Expenses;

     

    (iii)  to
      reimburse itself or the Master Servicer pursuant to Section 8.02;

     

    (iv)  to
      pay
      any Net Swap Payment or Swap Termination Payment payable to the Supplemental
      Interest Trust (unless the Swap Provider is the sole Defaulting Party or the
      sole Affected Party (as defined in the Swap Agreement)) owed to the Swap
      Provider;

     

    (v)  to
      pay
      any amounts in respect of taxes pursuant to Section 11.01(g)(v);

     

    (vi)  to
      pay
      the Master Servicing Fee to the Master Servicer;

     

    (vii)  to
      pay
      the Credit Risk Management Fee to the Credit Risk Manager; and

     

    (viii)  to
      clear
      and terminate the Distribution Account pursuant to Section 10.01.

     

    SECTION
      3.10.  Investment
      of Funds in the Investment Accounts.

     

    (a)  The
      Servicer may direct, by means of written directions (which may be standing
      directions), any depository institution maintaining the Collection Account
      to
      invest the funds in the Collection Account (for purposes of this Section 3.10,
      an “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 Securities Administrator is the obligor thereon, 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 Securities Administrator is the obligor
      on
      such Permitted Investment. Amounts in the Distribution Account may be invested
      in Permitted Investments as directed in writing by the Master Servicer 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
      Securities Administrator is the obligor thereon, 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 Securities Administrator is the obligor thereon. All
      such
      Permitted Investments shall be held to maturity, unless payable on demand.
      Any
      investment of funds 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 Securities Administrator
      shall be entitled to sole possession over each such investment in the
      Distribution Account and, subject to subsection (b) below, the income thereon,
      and any certificate or other instrument evidencing any such investment shall
      be
      delivered directly to the Securities Administrator 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 the Collection
      Account are at any time invested in a Permitted Investment payable on demand,
      the party with investment discretion over such Investment Account
      shall:

     

    (x) 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

     

    (y) demand
      payment of all amounts due thereunder promptly upon receipt by such party of
      written notice from the Servicer that such Permitted Investment would not
      constitute a Permitted Investment in respect of funds thereafter on deposit
      in
      the Investment Account.

     

    (b)  All
      income and gain realized from the investment of funds deposited in the
      Collection Account shall be for the benefit of the Servicer and shall be subject
      to its withdrawal in accordance with Section 3.09. The Servicer shall deposit
      in
      the Collection Account 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. All earnings and gain realized from the investment
      of
      funds deposited in the Distribution Account shall be for the benefit of the
      Master Servicer. The Master Servicer shall remit from its own funds for deposit
      into the Distribution Account the amount of any loss incurred on Permitted
      Investments in the Distribution Account.

     

    (c)  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 9.01 and Section 9.02(a)(v), shall, at the written
      direction of the Servicer, take such action as may be appropriate to enforce
      such payment or performance, including the institution and prosecution of
      appropriate proceedings.

     

    (d)  The
      Trustee, the Master Servicer or their respective Affiliates are permitted to
      receive additional compensation that could be deemed to be in the Trustee’s or
      the Master Servicer’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 to the Trustee or the
      Master Servicer pursuant to Section 3.09 or 3.10 or otherwise payable in respect
      of Extraordinary Trust Fund Expenses. Such additional compensation shall not
      be
      an expense of the Trust Fund.

     

    SECTION
      3.11.  Maintenance
      of Hazard Insurance, Errors and Omissions and Fidelity Coverage and Primary
      Mortgage Insurance.

     

    (a)  The
      terms
      of each Mortgage Note require the related Mortgagor to maintain fire, flood
      and
      hazard insurance policies. To the extent such policies are not maintained,
      the
      Servicer shall cause to be maintained for each Mortgaged Property fire and
      hazard insurance with extended coverage as is customary in the area where the
      Mortgaged Property is located in an amount which is at least equal to the lesser
      of the current principal balance of the related Mortgage Loan and the amount
      necessary to compensate fully for any damage or loss to the improvements which
      are a part of such property on a replacement cost basis, 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
      Servicer shall also cause to be maintained fire and hazard insurance on each
      REO
      Property with extended coverage as is customary in the area where the Mortgaged
      Property is located 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 principal balance of the related Mortgage
      Loan
      (including, with respect to each second lien Mortgage Loan, the outstanding
      principal balance of the related first lien) at the time it became an REO
      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 Servicer will 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 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 Accepted Servicing Practices, 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 3.09, if received
      in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal
      pursuant to Section 3.22, if received in respect of an REO Property. Any cost
      incurred by the Servicer in maintaining any such insurance shall not, for the
      purpose of calculating distributions to Certificateholders, be added to the
      unpaid 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 Servicer will 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 principal balance of the related Mortgage Loan and (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), 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.

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy with an
      insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
      Guide or otherwise acceptable to Fannie Mae or Freddie Mac insuring against
      hazard losses on all of the related Mortgage Loans, it shall conclusively be
      deemed to have satisfied its obligations to cause fire and hazard insurance
      to
      be maintained on the Mortgaged Properties, it being understood and agreed that
      such policy may contain a deductible clause, in which case the Servicer shall,
      in the event that there shall not have been maintained on the related Mortgaged
      Property or REO Property a policy complying with this Section 3.11, 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 related
      Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
      the Trustee, the Trust Fund, the Certificateholders, claims under any such
      blanket policy in a timely fashion in accordance with the terms of such
      policy.

     

    (b)  The
      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 its respective 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 related Mortgage
      Loans, unless the Servicer, has obtained a waiver of such requirements from
      Fannie Mae or Freddie Mac. The 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 Servicer, has obtained a waiver of such requirements from Fannie
      Mae or Freddie Mac. The Servicer shall be deemed to have complied with this
      provision if an Affiliate of the 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 Servicer. Any such errors
      and omissions policy and fidelity bond shall by its terms not be cancelable
      without thirty (30) days’ prior written notice to the Trustee.

     

    (c)  The
      Servicer shall take no action that would result in noncoverage under any
      applicable primary mortgage insurance policy of any loss which, but for the
      actions of the Servicer would have been covered thereunder. The Servicer shall
      use its best efforts to keep in force and effect any applicable primary mortgage
      insurance policy and, to the extent that the related Mortgage Loan requires
      the
      Mortgagor to maintain such insurance, any other primary mortgage insurance
      applicable to any Mortgage Loan. Except as required by applicable law or the
      related Mortgage Loan Documents, the Servicer shall not cancel or refuse to
      renew any such primary mortgage insurance policy that is in effect at the date
      of the initial issuance of the related Mortgage Note and is required to be
      kept
      in force hereunder.

     

    The
      Servicer agrees to present on behalf of the Trustee and the Certificateholders
      claims to the applicable insurer under any primary mortgage insurance policies
      and, in this regard, to take such reasonable action as shall be necessary to
      permit recovery under any primary mortgage insurance policies respecting
      defaulted Mortgage Loans. Pursuant to Section 3.08, any amounts collected by
      the
      Servicer under any primary mortgage insurance policies shall be deposited in
      the
      Collection Account, subject to withdrawal pursuant to Section 3.09.
      Notwithstanding any provision to the contrary, the Servicer shall have no
      responsibility with respect to a primary mortgage insurance policy unless the
      Servicer has been made aware of such policy, as reflected on the Mortgage Loan
      Schedule or otherwise and have been provided with adequate information to
      administer such policy.

     

    (d)  The
      Servicer need not obtain the approval of the Master Servicer prior to releasing
      any Insurance Proceeds to the Mortgagor to be applied to the restoration or
      repair of the Mortgaged Property if such release is in accordance with Accepted
      Servicing Practices. At a minimum, the Servicer shall comply with the following
      conditions in connection with any such release of Insurance Proceeds in excess
      of $10,000:

     

    (i)  the
      Servicer shall receive satisfactory independent verification of completion
      of
      repairs and issuance of any required approvals with respect
      thereto;

     

    (ii)  the
      Servicer shall take all steps necessary to preserve the priority of the lien
      of
      the Mortgage, including, but not limited to requiring waivers with respect
      to
      mechanics’ and materialmen’s liens; and

     

    (iii)  pending
      repairs or restoration, the Servicer shall place the Insurance Proceeds in
      the
      related Escrow Account, if any.

     

    SECTION
      3.12.  Enforcement
      of Due-on-Sale Clauses; Assumption Agreements

     

    The
      Servicer shall, to the extent it has knowledge of any conveyance of any related
      Mortgaged Property by any related 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 Servicer shall not exercise
      any such rights if prohibited by law from doing so. If the Servicer reasonably
      believes that 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 Servicer shall 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 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 then current underwriting criteria of the Servicer for mortgage
      loans similar to the related Mortgage Loans. In connection with any assumption
      or substitution, the 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 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. Any fee collected
      by
      the Servicer in respect of an assumption or substitution of liability agreement
      will be retained by the 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. The Servicer shall notify the Trustee (or the
      applicable Custodian) that any such substitution or assumption agreement has
      been completed by forwarding to the Trustee (or the applicable Custodian) 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 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 Servicer may be restricted by law from preventing, for any reason whatever.
      For purposes of this Section 3.12, 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
      3.13.  Realization
      Upon Defaulted Mortgage Loans.

     

    (a)  The
      Servicer shall use its commercially reasonable efforts, consistent with Accepted
      Servicing Practices, to 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 3.06. The Servicer shall
      be responsible for all costs and expenses incurred by it in any such
      proceedings; provided, however, that such costs and expenses will be recoverable
      as Servicing Advances by the Servicer as contemplated in Sections 3.09 and
      3.22.
      The foregoing is subject to the provision that, in any case in which a Mortgaged
      Property shall have suffered damage from an Uninsured Cause, the 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 will increase
      the proceeds of liquidation of the related Mortgage Loan after reimbursement
      to
      itself for such expenses. 

     

    (b)  Notwithstanding
      the foregoing provisions of this Section 3.13 or any other provision of this
      Agreement, with respect to any Mortgage Loan as to which the 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 Servicer shall
      not, on behalf of the Trust Fund, 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 Trust Fund, the
      Trustee 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 Servicer has also previously determined,
      based
      on its reasonable judgment and a prudent report prepared by an Independent
      Person who regularly conducts environmental audits using customary industry
      standards, that:

     

    (1) 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

     

    (2) 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.

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.13 shall be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.09(a)(ix), 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
      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 Servicer shall take
      such action as it deems to be in the best economic interest of the Trust Fund.
      The cost of any such compliance, containment, cleanup or remediation shall
      be
      advanced by the Servicer, subject to its right to be reimbursed therefor from
      the Collection Account as provided in Sections 3.09(a)(iii) or 3.09(a)(ix),
      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)  The
      Servicer shall have the right to purchase from REMIC I any defaulted Mortgage
      Loan serviced by it that is ninety (90) days or more delinquent, which the
      Servicer determines in good faith will otherwise become subject to foreclosure
      proceedings (evidence of such determination to be delivered in writing to the
      Trustee, in form and substance satisfactory to the Servicer and the Trustee
      prior to purchase), at a price equal to the Purchase Price. The Purchase Price
      for any Mortgage Loan purchased hereunder shall be deposited in the Collection
      Account, and the Trustee, upon receipt of written certification from the
      Servicer of such deposit, shall release or cause to be released to the Servicer
      the related Mortgage File and the Trustee shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse,
      representation or warranty, as the Servicer shall furnish and as shall be
      necessary to vest in the Servicer title to any Mortgage Loan released pursuant
      hereto.

     

    (d)  Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds or
      Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
      following order of priority: first, to reimburse the Servicer for any related
      unreimbursed Servicing Advances and P&I Advances, pursuant to Section
      3.09(a)(ii) or (a)(iii); 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 will be allocated by the 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 Servicer pursuant to Section
      3.09(a)(iii). The portion of the recovery allocated to interest (net of unpaid
      Servicing Fees) and the portion of the recovery allocated to principal of the
      Mortgage Loan shall be applied as follows: first, to reimburse the Servicer
      for
      any related unreimbursed Servicing Advances or P&I Advances in accordance
      with Section 3.09(a)(ii) and any other amounts reimbursable to the Servicer
      pursuant to Section 3.09, and second, as part of the amounts to be transferred
      to the Distribution Account in accordance with Section 3.08(b). Excess proceeds,
      if any, from the liquidation of a Liquidated Mortgage Loan will be retained
      by
      the Servicer as additional servicing compensation pursuant to Section
      3.15.

     

    SECTION
      3.14.  Trustee
      to Cooperate; Release of Mortgage Files.

     

    (a)  Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the Servicer of a notification that payment in full has been escrowed in a
      manner customary for such purposes for payment to Certificateholders on the
      next
      Distribution Date, the Servicer will promptly furnish to the applicable
      Custodian, on behalf of the Trustee, two copies of a request for release
      substantially in the form attached to the related Custodial Agreement signed
      by
      a Servicing Officer or in a mutually agreeable electronic format which will,
      in
      lieu of a signature on its face, originate from a Servicing Officer (which
      certification shall include a statement to the effect that all amounts received
      in connection with such payment that are required to be deposited in the
      Collection Account have been or will be so deposited) and shall request that
      the
      applicable Custodian, on behalf of the Trustee, deliver to the Servicer the
      related Mortgage File. Upon receipt of such certification and request, the
      related Custodian, on behalf of the Trustee, shall within five (5) Business
      Days
      release the related Mortgage File to the Servicer and the Trustee and the
      related Custodian shall have no further responsibility with regard to such
      Mortgage File. Upon any such payment in full, the Servicer is authorized, to
      give, as agent for the Trustee, as the mortgagee under the Mortgage that secured
      the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage
      without recourse) regarding the Mortgaged Property subject to the Mortgage,
      which instrument of satisfaction or assignment, as the case may be, shall be
      delivered to the Person or Persons entitled thereto against receipt therefor
      of
      such payment, it being understood and agreed that no expenses incurred in
      connection with such instrument of satisfaction or assignment, as the case
      may
      be, shall be chargeable to the Collection Account, unless it shall represent
      a
      Servicing Advance.

     

    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, the Trustee shall execute such documents as shall be prepared and
      furnished to the Trustee by the Servicer (in form reasonably acceptable to
      the
      Trustee) and as are necessary to the prosecution of any such proceedings. The
      applicable Custodian, on behalf of the Trustee, shall, upon the request of
      the
      Servicer, and delivery to the applicable Custodian, on behalf of the Trustee,
      of
      two copies of a request for release signed by a Servicing Officer substantially
      in the form attached to the related Custodial Agreement (or in a mutually
      agreeable electronic format which will, in lieu of a signature on its face,
      originate from a Servicing Officer), release within five (5) Business Days
      the
      related Mortgage File held in its possession or control to the Servicer. Such
      trust receipt shall obligate the Servicer to return the Mortgage File to the
      applicable Custodian on behalf of the Trustee, when the need therefor by the
      Servicer no longer exists unless the Mortgage Loan shall be liquidated, in
      which
      case, upon receipt of a certificate of a Servicing Officer similar to that
      hereinabove specified, the Mortgage File shall be released by the applicable
      Custodian, on behalf of the Trustee, to the Servicer.

     

    Notwithstanding
      the foregoing, in connection with a Principal Prepayment in full of any Mortgage
      Loan, the Master Servicer may request release of the related Mortgage File
      from
      the applicable Custodian, in accordance with the provisions of the related
      Custodial Agreement, in the event the Servicer fails to do so.

     

    Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Servicer, any court pleadings, requests for trustee’s sale or
      other documents prepared and delivered to the Trustee and reasonably acceptable
      to it and 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 will 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.
      So long as no Servicer Event of Default shall have occurred and be continuing,
      the Servicer shall have the right to execute any and all such court pleadings,
      requests and other documents as attorney-in-fact for, and on behalf of the
      Trustee. Notwithstanding the preceding sentence, the Trustee shall in no way
      be
      liable or responsible for the willful malfeasance of the Servicer, or for any
      wrongful or negligent actions taken by the Servicer, while the Servicer is
      acting in its capacity as attorney-in-fact for and on behalf of the
      Trustee.

     

    SECTION
      3.15.  Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the Servicer shall be entitled to
      the
      Servicing Fee with respect to each Mortgage Loan serviced by it payable solely
      from payments of interest in respect of such Mortgage Loan, subject to Section
      3.23. In addition, the Servicer shall be entitled to recover unpaid Servicing
      Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted
      by Section 3.09(a)(iii) and out of amounts derived from the operation and sale
      of an REO Property to the extent permitted by Section 3.22. Except as permitted
      under Section 7.04, 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 Servicer’s responsibilities and obligations under this Agreement to the
      extent permitted herein.

     

    Additional
      servicing compensation in the form of Ancillary Income (other than Prepayment
      Charges) shall be retained by the Servicer only to the extent such fees or
      charges are received by the Servicer. The Servicer shall also be entitled
      pursuant to Section 3.09(a)(iv) to withdraw from the Collection Account and
      pursuant to Section 3.22(b) to withdraw from any REO Account, as additional
      servicing compensation, interest or other income earned on deposits therein,
      subject to Section 3.10. In addition, the Servicer shall be entitled to retain
      or withdraw from the Collection Account, pursuant to Section 3.09(a)(x), any
      Prepayment Interest Excess with respect to the Mortgage Loans serviced by it
      as
      additional servicing compensation. The Servicer shall be required to pay all
      expenses incurred by it in connection with its servicing activities hereunder
      and shall not be entitled to reimbursement therefor except as specifically
      provided herein.

     

    SECTION
      3.16.  Collection
      Account Statements.

     

    Upon
      request, not later than fifteen (15) days after each Distribution Date, the
      Servicer shall forward to the Master Servicer and the Securities Administrator,
      the Trustee and the Depositor, a statement prepared by the institution at which
      the Collection Account is maintained 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. Copies of such statement and any
      similar statements provided by the Servicer shall be provided by the Securities
      Administrator to any Certificateholder and to any Person identified to the
      Securities Administrator as a prospective transferee of a Certificate, upon
      request at the expense of the requesting party, provided such statement is
      delivered by the Servicer to the Securities Administrator.

     

    SECTION
      3.17.  Annual
      Statement as to Compliance. 

     

    (a)  The
      Servicer shall deliver (and shall cause any Additional Servicer engaged by
      it to
      deliver) to the Master Servicer and to the Depositor on or before March 15
      of
      each year, commencing in March 2007, an Officer’s Certificate stating, as to the
      signer thereof, that (A) a review of such party’s activities during the
      preceding calendar year or portion thereof and of the Servicer’s performance
      under this Agreement, or such other applicable agreement in the case of an
      Additional Servicer, has been made under such officer’s supervision and (B) to
      the best of such officer’s knowledge, based on such review, such party has
      fulfilled all its obligations under this Agreement, or such other applicable
      agreement in the case of an Additional Servicer, in all material respects
      throughout such year or portion thereof, or, if there has been a failure to
      fulfill any such obligation in any material respect, specifying each such
      failure known to such officer and the nature and status thereof. Promptly after
      receipt of each such Officer’s Certificate from the Servicer or any Additional
      Servicer engaged by the Servicer, the Depositor shall review such Officer’s
      Certificate and, if applicable, consult with each such party, as applicable,
      as
      to the nature of any failures by such party, in the fulfillment of any of the
      Servicer’s obligations hereunder or, in the case of an Additional Servicer,
      under such other applicable agreement.

     

    (b)  Failure
      of the Servicer to comply timely with this Section 3.17 shall be deemed a
      Servicer Event of Default as to the Servicer, automatically, without notice
      and
      without any cure period, and the Master Servicer may, in addition to whatever
      rights the Master Servicer may have under this Agreement and at law or in equity
      or to damages, including injunctive relief and specific performance, terminate
      all the rights and obligations of the Servicer under this Agreement and in
      and
      to the Mortgage Loans and the proceeds thereof without compensating the Servicer
      for the same (other than the Servicer’s right to reimbursement of unreimbursed
      P&I Advances and Servicing Advances and accrued and unpaid Servicing Fees in
      the manner provided in this Agreement). This paragraph shall supersede any
      other
      provision in this Agreement or any other agreement to the contrary.

     

    SECTION
      3.18.  Assessments
      of Compliance and Attestation Reports.

     

    (a)  By
      March
      15 of each year, commencing in March 2007, the Servicer, at its own expense,
      shall furnish, and shall cause any Servicing Function Participant engaged by
      it
      to furnish, each at its own expense, to the Master Servicer, a report on an
      assessment of compliance with the Relevant Servicing Criteria that contains
      (A)
      a statement by such party of its responsibility for assessing compliance with
      the Relevant Servicing Criteria, (B) a statement that such party used the
      Relevant Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
      Criteria as of and for the fiscal year covered by the Form 10-K required to
      be
      filed pursuant to Section 5.06(d), including, if there has been any material
      instance of noncompliance with the Relevant Servicing Criteria, a discussion
      of
      each such failure and the nature and status thereof, and (D) a statement that
      a
      registered public accounting firm has issued an attestation report on such
      party’s assessment of compliance with the Relevant Servicing Criteria as of and
      for such period. Notwithstanding the foregoing, neither the Servicer nor any
      Servicing Function Participant engaged by the Servicer shall be required to
      deliver any assessments until March 31st in any given year so long as it has
      not
      received written confirmation from the Depositor that a Form 10-K is required
      to
      be filed in respect of the Trust for the preceding calendar year; provided
      however that, notwithstanding the foregoing, no Subcontractor will be required
      to deliver any assessments in any given year in which the Form 10-K is not
      required to be filed.

     

    (b)  By
      March
      15 of each year, commencing in March 2007, the Servicer, at its own expense,
      shall cause, and the Servicer shall cause any Servicing Function Participant
      engaged by it to cause, each at its own expense, a registered public accounting
      firm (which may also render other services to the Servicer or such other
      Servicing Function Participants, as the case may be) and that is a member of
      the
      American Institute of Certified Public Accountants to furnish a report to the
      Master Servicer, to the effect that (i) it has obtained a representation
      regarding certain matters from the management of such party, which includes
      an
      assertion that such party has complied with the Relevant Servicing Criteria,
      and
      (ii) on the basis of an examination conducted by such firm in accordance with
      standards for attestation engagements issued or adopted by the PCAOB, it is
      expressing an opinion as to whether such party’s compliance with the Relevant
      Servicing Criteria was fairly stated in all material respects, or it cannot
      express an overall opinion regarding such party’s assessment of compliance with
      the Relevant Servicing Criteria. In the event that an overall opinion cannot
      be
      expressed, such registered public accounting firm shall state in such report
      why
      it was unable to express such an opinion. Such report must be available for
      general use and not contain restricted use language. Notwithstanding the
      foregoing, neither the Servicer nor any Servicing Function Participant engaged
      by the Servicer shall be required to deliver or cause the delivery of such
      reports until March 31st in any given year so long as the Servicer has not
      received written confirmation from the Depositor that a Form 10-K is required
      to
      be filed in respect of the Trust for the preceding fiscal year; provided however
      that, notwithstanding the foregoing, no Subcontractor will be required to
      deliver any reports in any given year in which the Form 10-K is not required
      to
      be filed.

     

    (c)  Failure
      of the Servicer to comply timely with this Section 3.18 shall be deemed a
      Servicer Event of Default as to the Servicer, automatically, without notice
      and
      without any cure period, and the Master Servicer may, in addition to whatever
      rights the Master Servicer may have under this Agreement and at law or in equity
      or to damages, including injunctive relief and specific performance, terminate
      all the rights and obligations of the Servicer under this Agreement and in
      and
      to the Mortgage Loans and the proceeds thereof without compensating the Servicer
      for the same (other than the Servicer’s right to reimbursement of unreimbursed
      P&I Advances and Servicing Advances and accrued and unpaid Servicing Fees in
      the manner provided for in this Agreement). This paragraph shall supersede
      any
      other provision in this Agreement or any other agreement to the
      contrary.

     

    SECTION
      3.19.  [Reserved].

     

    SECTION
      3.20.  Annual
      Certification; Additional Information.

     

    (a)  The
      Servicer shall and shall cause any Servicing Function Participant engaged by
      it
      to, provide to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying Person”), by March 15 of each year in which the Trust is subject to
      the reporting requirements of the Exchange Act, a certification (each, a
“Back-Up Certification”), in the form attached hereto as Exhibit C, upon which
      the Certifying Person, the entity for which the Certifying Person acts as an
      officer, and such entity’s officers, directors and Affiliates (collectively with
      the Certifying Person, “Certification Parties”) can reasonably rely. The officer
      of the Master Servicer in charge of the master servicing function shall serve
      as
      the Certifying Person on behalf of the Trust. In the event the Servicer or
      any
      Servicing Function Participant engaged by it is terminated or resigns pursuant
      to the terms of this Agreement, or any applicable Sub-Servicing agreement,
      as
      the case may be, such party shall provide a Back-Up Certification to the
      Certifying Person pursuant to this Section 3.20 with respect to the period
      of
      time it was subject to this Agreement or any applicable Sub-Servicing Agreement,
      as the case may be.

     

    (b)  The
      Servicer shall indemnify and hold harmless the Master Servicer, the Securities
      Administrator, the Trustee, the Depositor and their respective officers,
      directors, agents and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon a breach
      by
      the Servicer or any of its officers, directors, agents or affiliates of its
      obligations under this Section 3.20 or the Servicer’s negligence, bad faith or
      willful misconduct in connection therewith. Such indemnity shall survive the
      termination or resignation of the parties hereto or the termination of this
      Agreement. If the indemnification provided for herein is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator,
      the Trustee and the Depositor, then the Servicer agrees that it shall contribute
      to the amount paid or payable by the Master Servicer, the Securities
      Administrator, the Trustee and the Depositor as a result of the losses, claims,
      damages or liabilities of the Master Servicer, the Securities Administrator,
      the
      Trustee and the Depositor in such proportion as is appropriate to reflect the
      relative fault of the Master Servicer, the Securities Administrator, the Trustee
      and the Depositor on the one hand and the Servicer on the other in connection
      with a breach of the Servicer’s obligations under this Section
      3.20.

     

    (c)  The
      Servicer shall provide to the Master Servicer prompt notice of the occurrence
      of
      any of the following: 

     

    (i)  any
      Servicer Event of Default under the terms of this Agreement, any merger,
      consolidation or sale of substantially all of the assets of Servicer, Servicer’s
      engagement of any Sub-Servicer to perform or assist in the performance of any
      of
      such Servicer’s obligations under this Agreement, any material litigation
      involving Servicer that is material to the Certificateholders, and to the extent
      disclosure is required under Regulation AB, any affiliation or other significant
      relationship between Servicer and the Sponsor, the Depositor, the Master
      Servicer, the Securities Administrator, the Trustee, the Custodians, the Cap
      Counterparty and the Swap Provider.

     

    (ii)  If
      the
      Servicer has knowledge of the occurrence of any of the events described in
      this
      clause (ii), then no later than ten days prior to the deadline for the filing
      of
      any Distribution Report on Form 10-D in respect of the Trust, the Servicer
      shall
      provide to the Master Servicer notice of the occurrence of any of the following
      events along with all information, data, and materials related thereto as may
      be
      required to be included in the related Distribution Report on Form 10-D (as
      specified in the provisions of Regulation AB referenced below):

     

    (A) any
      material modifications, extensions or waivers of pool asset terms, fees,
      penalties or payments during the distribution period or that have cumulatively
      become material over time (Item 1121(a)(11) of Regulation AB);

     

    (B) material
      breaches of pool asset representations or warranties or transaction covenants
      (Item 1121(a)(12) of Regulation AB); and

     

    (C) any
      material pool asset changes (such as, additions, substitutions or repurchases)
      relating to the Mortgage Loans serviced by the Servicer (Item 1121(a)(14) of
      Regulation AB).

     

    (d)  The
      Servicer shall provide to the Securities Administrator and Master Servicer
      such
      additional information as the Securities Administrator and the Master Servicer
      may reasonably request, including evidence of the authorization of the person
      signing any certification or statement, financial information and reports and
      of
      the fidelity bond and errors and omissions insurance policy required to be
      maintained by the Servicer pursuant to this Agreement, and such other
      information related to the Servicer or its performance hereunder. 

     

    SECTION
      3.21.  Access
      to
      Certain Documentation.

     

    The
      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 Certificate Owner, access to the documentation
      regarding the related 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
      Servicer designated by it. Nothing in this Section 3.21 shall limit the
      obligation of the Servicer to comply with any applicable law prohibiting
      disclosure of information regarding the Mortgagors and the failure of the
      Servicer to provide access as provided in this Section as a result of such
      obligation shall not constitute a breach of this Section. Nothing in this
      Section 3.21 shall require the Servicer to collect, create, collate or otherwise
      generate any information that it does not generate in its usual course of
      business. The Servicer shall not be required to make copies of or ship documents
      to any Person unless provisions have been made for the reimbursement of the
      costs thereof. 

     

    SECTION
      3.22.  Title,
      Management and Disposition of REO Property.

     

    (a)  The
      deed
      or certificate of sale of any REO Property related to a Mortgage Loan shall
      be
      taken in the name of the Trustee, or its nominee, on behalf of the Trust Fund
      and for the benefit of the Certificateholders. The Servicer, on behalf of REMIC
      I, shall either sell any REO Property by the close of the third calendar year
      following the calendar year in which REMIC I acquires ownership of such REO
      Property for purposes of Section 860(a)(8) of the Code or request from the
      Internal Revenue Service, no later than sixty (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 Servicer had delivered to the Trustee an
      Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect
      that the holding by REMIC I of such REO Property subsequent to three (3) years
      after its acquisition will not result in the imposition on any Trust REMIC
      created hereunder of taxes on “prohibited transactions” thereof, as defined in
      Section 860F of the Code, or cause any Trust REMIC hereunder to fail to qualify
      as a REMIC under Federal law at any time that any Certificates are outstanding.
      The Servicer shall manage, conserve, protect and operate each REO Property
      for
      the Certificateholders 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 created hereunder 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
      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, on behalf of the Trust Fund and for
      the benefit of the Certificateholders (the “REO Account”), which shall be an
      Eligible Account. The Servicer shall be permitted to allow the Collection
      Account to serve as the REO Account, subject to the maintenance of separate
      ledgers for each REO Property. The Servicer shall be entitled to retain or
      withdraw any interest income paid on funds deposited in the related REO
      Account.

     

    (c)  The
      Servicer shall have full power and authority, subject only to the specific
      requirements and prohibitions of this Agreement, to do any and all things in
      connection with any REO Property related to a Mortgage Loan serviced by it
      as
      are consistent with the manner in which the Servicer manages and operates
      similar property owned by it or any of its Affiliates, all on such terms and
      for
      such period as the Servicer deems to be in the best interests of
      Certificateholders. In connection therewith, the Servicer shall deposit, or
      cause to be deposited in the clearing 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 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 good funds into the clearing account, all revenues received by it
      with respect to an REO Property related to a Mortgage Loan serviced by it 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 Servicer shall advance from
      its own funds such amount as is necessary for such purposes if, but only if,
      the
      Servicer would make such advances if the Servicer owned the REO Property and
      if
      in the Servicer’s judgment, the payment of such amounts will be recoverable from
      the rental or sale of the REO Property.

     

    Subject
      to compliance with applicable laws and regulations as shall at any time be
      in
      force, and notwithstanding the foregoing, the Servicer, on behalf of the Trust
      Fund, shall not:

     

    (i)  enter
      into, renew or extend any New Lease with respect to any REO Property, if the
      New
      Lease by its terms will give rise to any income that does not constitute Rents
      from Real Property;

     

    (ii)  permit
      any amount to be received or accrued under any New Lease other than amounts
      that
      will constitute Rents from Real Property;

     

    (iii)  authorize
      or permit 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)  allow
      any
      Person to Directly Operate any REO Property on any date more than ninety (90)
      days after its date of acquisition by the Trust Fund;

     

    unless,
      in any such case, the Servicer has obtained an Opinion of Counsel, provided
      to
      the Servicer and the Trustee, to the effect that such action will 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 REMIC I, in which
      case the Servicer may take such actions as are specified in such Opinion of
      Counsel.

     

    The
      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 Servicer
      as soon as practicable, but in no event later than thirty (30) days following
      the receipt thereof by such Independent Contractor;

     

    (iii)  none
      of
      the provisions of this Section 3.22(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the Servicer of any of its duties and obligations to the Trustee on behalf
      of
      the Trust Fund and for the benefit of the Certificateholders with respect to
      the
      operation and management of any such REO Property; and

     

    (iv)  the
      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
      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 Servicer by such Independent Contractor,
      and nothing in this Agreement shall be deemed to limit or modify such
      indemnification. The Servicer shall be solely liable for all fees owed by it
      to
      any such Independent Contractor, irrespective of whether the Servicer’s
      compensation pursuant to Section 3.15 is sufficient to pay such fees. Any such
      agreement shall include a provision that such agreement may be immediately
      terminated by any successor Servicer without fee, in the event the Servicer
      shall for any reason, no longer be the Servicer of the Mortgage Loans (including
      termination due to a Servicer Event of Default).

     

    (d)  In
      addition to the withdrawals permitted under Section 3.22(c), the Servicer may
      from time to time make withdrawals from the REO Account for any REO Property:
      (i) to pay itself 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 Servicer Remittance Date, the Servicer shall withdraw
      from
      each REO Account and deposit into the Distribution Account in accordance with
      Section 3.08(d)(ii), for distribution on the related Distribution Date in
      accordance with Section 5.01, the income from the related REO Property received
      during the prior calendar month, net of any withdrawals made pursuant to Section
      3.22(c) or this Section 3.22(d).

     

    (e)  Subject
      to the time constraints set forth in Section 3.22(a), each REO Disposition
      shall
      be carried out by the Servicer at such price and upon such terms and conditions
      as the Servicer shall deem necessary or advisable, as shall be normal and usual
      in accordance with Accepted Servicing Practices.

     

    (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 Servicer as provided above, shall be deposited in the
      Distribution Account in accordance with Section 3.08(d)(ii) on the Servicer
      Remittance Date in the month following the receipt thereof for distribution
      on
      the related Distribution Date in accordance with Section 5.01. 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).

     

    (g)  The
      Servicer shall file information returns (and shall provide a certification
      of a
      Servicing Officer to the Master Servicer that such filings have been made)
      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
      3.23.  Obligations
      of the Servicer in Respect of Prepayment Interest Shortfalls; Relief Act
      Interest Shortfalls.

     

    The
      Servicer shall deliver to the Securities Administrator for deposit into the
      Distribution Account on or before 12:00 noon New York time on the Servicer
      Remittance Date from its own funds an amount equal to the lesser of (i) the
      aggregate amount of the Prepayment Interest Shortfalls attributable to Principal
      Prepayments in full on the related Mortgage Loans for the related Distribution
      Date resulting solely from voluntary Principal Prepayments received by the
      Servicer during the portion of the related Prepayment Period occurring between
      the sixteenth (16th)
      day of
      the month preceeding the month in which the related Distribution Date occurs
      and
      ending on the last day of such month and (ii) the aggregate amount of the
      related Servicing Fees payable to the Servicer on such Distribution Date with
      respect to the related Mortgage Loans. The Servicer shall not have the right
      to
      reimbursement for any amounts remitted to the Securities Administrator in
      respect of this Section 3.23. The Servicer shall not be obligated to pay the
      amounts set forth in this Section 3.23 with respect to shortfalls resulting
      from
      the application of the Relief Act.

     

    SECTION
      3.24.  Obligations
      of the Servicer in Respect of Mortgage Rates and Monthly Payments.

     

    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 Servicer
      in
      a manner not consistent with the terms of the related Mortgage Note and this
      Agreement, the Servicer, upon discovery or receipt of notice thereof,
      immediately shall deliver to the Securities Administrator 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 Securities
      Administrator, the Master Servicer, the Depositor and any successor servicer
      in
      respect of any such liability. Such indemnities shall survive the termination
      or
      discharge of this Agreement. Notwithstanding the foregoing, this Section 3.24
      shall not limit the ability of the Servicer to seek recovery of any such amounts
      from the related Mortgagor under the terms of the related Mortgage Note and
      Mortgage, to the extent permitted by applicable law.

     

    SECTION
      3.25.  Reserve
      Fund.

     

    (a)  No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a separate, segregated trust account entitled, “Reserve Fund, Wells Fargo Bank,
      National Association, in trust for the registered holders of ACE Securities
      Corp. Home Equity Loan Trust, Series 2006-ASAP4, Asset Backed Pass-Through
      Certificates.” On the Closing Date, the Depositor will deposit, or cause to be
      deposited, into the Reserve Fund $1,000. In addition, the amount deposited
      in
      the Reserve Fund shall be increased by any payments received by the Securities
      Administrator under the Group I Cap Contract and deposited into the Reserve
      Fund
      for the benefit of the Class A-1 Certificates and the Mezzanine Certificates
      and
      under the Group II Cap Contract and deposited in the Reserve Fund for the
      benefit of the Class A-2 Certificates and the Mezzanine Certificates.


     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the Reserve
      Fund the amounts described in Section 5.01(c)(7)(vi), rather than distributing
      such amounts to the Class CE Certificateholders pursuant to Section
      5.01(c)(7)(viii). On each such Distribution Date, the Securities Administrator
      shall hold all such amounts for the benefit of the Holders of the Class A
      Certificates and the Mezzanine Certificates and will distribute such amounts
      to
      the Holders of the Class A Certificates and the Mezzanine Certificates, in
      the
      amounts and priorities set forth in Section 5.01(c). If no Net WAC Rate
      Carryover Amounts are payable on a Distribution Date, the Securities
      Administrator shall deposit, into the Reserve Fund on behalf of the Class CE
      Certificateholders, from amounts otherwise distributable to the Class CE
      Certificateholders, an amount such that when added to other amounts already
      on
      deposit in the Reserve Fund, the aggregate amount on deposit therein is equal
      to
      $1,000.

     

    (c)  The
      Reserve Fund constitutes an “outside reserve fund” within the meaning of
      Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. It is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Reserve Fund be disregarded as an entity
      separate from the Holder of the Class CE Certificates unless and until the
      date
      when either (a) there is more than one Class CE Certificateholder or (b) any
      Class of Certificates in addition to the Class CE Certificates is
      recharacterized as an equity interest in the Reserve Fund 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 Reserve
      Fund be treated as a partnership. The Master Servicer shall not be required
      to
      prepare and file partnership tax returns in respect of such partnership unless
      it receives additional reasonable compensation (not to exceed $10,000 per year)
      for the preparation of such filings, written notification recognizing the
      creation of a partnership agreement or comparable documentation evidencing
      the
      partnership. All amounts deposited into the Reserve Fund (other than the initial
      deposit therein of $1,000 and any amounts paid to the Reserve Fund from the
      Cap
      Contracts) shall be treated as amounts distributed by REMIC III to the Holders
      of the Class CE Certificates. Upon the termination of the Trust Fund, or the
      payment in full of the Class A Certificates and the Mezzanine Certificates,
      all
      amounts remaining on deposit in the Reserve Fund will be released by the Trust
      Fund and distributed to the Class CE Certificateholders or their designees.
      The
      Reserve Fund will be part of the Trust Fund 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 will 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
      that the Securities Administrator will deposit into the Reserve Fund the amounts
      described above on each Distribution Date rather than distributing such amounts
      to the Class CE Certificateholders. By accepting a Class CE Certificate, each
      Class CE Certificateholder further agrees that its agreement to such action
      by
      the Securities Administrator is given for good and valuable consideration,
      the
      receipt and sufficiency of which is acknowledged by such
      acceptance.

     

    (e)  At
      the
      direction of the Holders of a majority in Percentage Interest in the Class
      CE
      Certificates, the Securities Administrator shall direct any depository
      institution maintaining the Reserve Fund 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
      Securities Administrator or an Affiliate manages or advises such investment,
      and
      (ii) no later than the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if the Securities Administrator
      or
      an Affiliate manages or advises such investment. All income and gain earned
      upon
      such investment shall be deposited into the Reserve Fund. In no event shall
      the
      Securities Administrator be liable for any investments made pursuant to this
      clause (e). If the Holders of a majority in Percentage Interest in the Class
      CE
      Certificates fail to provide investment instructions, funds on deposit in the
      Reserve Fund shall be held uninvested by the Securities Administrator without
      liability for interest or compensation.

     

    (f)  For
      federal tax return and information reporting, the right of the Class A
      Certificateholders and the Mezzanine Certificateholders to receive payments
      from
      the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall be
      assigned a value of $27,000 with respect to the Certificates covered by the
      Swap
      Agreement.

     

    SECTION
      3.26.  Advance
      Facility.

     

    (a)  Notwithstanding
      anything to the contrary contained herein, (i) the Servicer is hereby authorized
      to enter into an advance facility (“Advance Facility”) but no more than two
      Advance Facilities without the prior written consent of the Trustee, which
      consent shall not be unreasonably withheld, under which (A) the Servicer sells,
      assigns or pledges to an advancing person (an “Advance Financing Person”) its
      rights under this Agreement to be reimbursed for any P&I Advances or
      Servicing Advances and/or (B) an Advance Financing Person agrees to finance
      some
      or all P&I Advances or Servicing Advances required to be made by the
      Servicer pursuant to this Agreement and (ii) the Servicer is hereby authorized
      to assign its rights to the Servicing Fee (which rights shall terminate upon
      the
      resignation, termination or removal of the Servicer pursuant to the terms of
      this Agreement); it being understood that neither the Trust Fund nor any party
      hereto shall have a right or claim (including without limitation any right
      of
      offset) to any amounts for reimbursement of P&I Advances or Servicing
      Advances so assigned or to the portion of the Servicing Fee so assigned. Subject
      to the provisions of the first sentence of this Section 3.26(a), no consent
      of
      the Depositor, Trustee, Master Servicer, Certificateholders or any other party
      is required before the Servicer may enter into an Advance Facility, but the
      Servicer shall provide notice to the Depositor, Master Servicer and the Trustee
      of the existence of any such Advance Facility promptly upon the consummation
      thereof stating (a) the identity of the Advance Financing Person and (b) the
      identity of any Person (“Servicer’s Assignee”) who has the right to receive
      amounts in reimbursement of previously unreimbursed P&I Advances or
      Servicing Advances. Notwithstanding the existence of any Advance Facility under
      which an advancing person agrees to finance P&I Advances and/or Servicing
      Advances on the Servicer’s behalf, the Servicer shall remain obligated pursuant
      to this Agreement to make P&I Advances and Servicing Advances pursuant to
      and as required by this Agreement, and shall not be relieved of such obligations
      by virtue of such Advance Facility.

     

    (b)  Reimbursement
      amounts (“Advance Reimbursement Amounts”) shall consist solely of amounts in
      respect of P&I Advances and/or Servicing Advances made with respect to the
      related Mortgage Loans for which the Servicer would be permitted to reimburse
      itself in accordance with this Agreement, assuming the Servicer had made the
      related P&I Advance(s) and/or Servicing Advance(s).

     

    (c)  The
      Servicer shall maintain and provide to any successor Servicer (with, upon
      request, a copy to the Trustee) a detailed accounting on a loan-by-loan basis
      as
      to amounts advanced by, pledged or assigned to, and reimbursed to any Advance
      Financing Person. The successor Servicer shall be entitled to rely on any such
      information provided by the predecessor Servicer, and the successor Servicer
      shall not be liable for any errors in such information.

     

    (d)  Reimbursement
      amounts distributed with respect to each Mortgage Loan shall be allocated to
      outstanding unreimbursed P&I Advances or Servicing Advances (as the case may
      be) made with respect to that Mortgage Loan on a “first-in, first out” (FIFO)
      basis. The documentation establishing any Advance Facility shall require the
      Servicer to provide to the related Advance Financing Person or its designee
      loan-by-loan information with respect to each such reimbursement amount
      distributed to such Advance Financing Person or Advance Facility trustee on
      each
      Distribution Date, to enable the Advance Financing Person or Advance Facility
      trustee to make the FIFO allocation of each such reimbursement amount with
      respect to each Mortgage Loan. The Servicer shall remain entitled to be
      reimbursed by the Advance Financing Person or Advance Facility trustee for
      all
      P&I Advances and Servicing Advances funded by the Servicer to the extent the
      related rights to be reimbursed therefor have not been sold, assigned or pledged
      to an Advance Financing Person.

     

    (e)  Any
      amendment to this Section 3.26 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 3.26, including amendments to add provisions
      relating to a successor Servicer, may be entered into by the Trustee, the
      Depositor, and the Servicer without the consent of any Certificateholder,
      notwithstanding anything to the contrary in this Agreement, provided, that
      the
      Trustee has been provided an Opinion of Counsel that such amendment is
      authorized hereunder and has no material adverse effect on the
      Certificateholders, which opinion shall be an expense of the party requesting
      such opinion but in any case shall not be an expense of the Trustee or the
      Trust
      Fund; provided, further, that the amendment shall not be deemed to adversely
      affect in any material respect the interests of the Certificateholders if the
      Person requesting the amendment obtains a letter from each Rating Agency
      (instead of obtaining an Opinion of Counsel to such effect) stating that the
      amendment would not result in the downgrading or withdrawal of the respective
      ratings then assigned to the Certificates; it being understood and agreed that
      any such rating letter in and of itself will not represent a determination
      as to
      the materiality of any such amendment and will represent a determination only
      as
      to the credit issues affecting any such rating. Prior to entering into an
      Advance Facility, the Servicer shall notify the lender under such facility
      in
      writing that: (a) the P&I Advances and/or Servicing Advances financed by
      and/or pledged to the lender are obligations owed to the Servicer on a
      non-recourse basis payable only from the cash flows and proceeds received under
      this Agreement for reimbursement of P&I Advances and/or Servicing Advances
      only to the extent provided herein, and neither the Master Servicer, the
      Securities Administrator, the Trustee nor the Trust are otherwise obligated
      or
      liable to repay any P&I Advances and/or Servicing Advances financed by the
      lender; (b) the Servicer will be responsible for remitting to the lender the
      applicable amounts collected by it as Servicing Fees and as reimbursement for
      P&I Advances and/or Servicing Advances funded by the lender, as applicable,
      subject to the restrictions and priorities created in this Agreement; and (c)
      neither the Master Servicer, the Securities Administrator nor the Trustee shall
      have any responsibility to calculate any amount payable under an Advance
      Facility or to track or monitor the administration of the financing arrangement
      between the Servicer and the lender or the payment of any amount under an
      Advance Facility.

     

    (f)  The
      Servicer shall indemnify the Master Servicer, the Securities Administrator,
      the
      Trustee and the Trust Fund for any cost, liability or expense relating to the
      Advance Facility including, without limitation, a claim, pending or threatened,
      by an Advance Financing Person.

     

    SECTION
      3.27.  Indemnification.

     

    The
      Servicer agrees to indemnify the Trustee, Master Servicer and the Securities
      Administrator, from, and hold the Trustee, Master Servicer and the Securities
      Administrator harmless against, any loss, liability or expense (including
      reasonable attorney’s fees and expenses) incurred by any such Person by reason
      of the Servicer’s willful misfeasance, bad faith or gross negligence in the
      performance of its duties under this Agreement or by reason of the Servicer’s
      reckless disregard of its obligations and duties under this Agreement. Such
      indemnity shall survive the termination or discharge of this Agreement and
      the
      resignation or removal of the Servicer, the Trustee, the Master Servicer and
      the
      Securities Administrator. Any payment hereunder made by the Servicer to any
      such
      Person shall be from the Servicer’s own funds, without reimbursement from REMIC
      I therefor.

     

    ARTICLE
      IV


    ADMINISTRATION
      AND MASTER SERVICING

    OF
      THE
      MORTGAGE LOANS BY THE MASTER SERVICER

     

    SECTION
      4.01.  Master
      Servicer.

     

    The
      Master Servicer shall, from and after the Closing Date supervise, monitor and
      oversee the obligations of the Servicer under this Agreement to service and
      administer the Mortgage Loans in accordance with the terms of this Agreement
      and
      shall have full power and authority to do any and all things which it may deem
      necessary or desirable in connection with such master servicing and
      administration. In performing its obligations hereunder, the Master Servicer
      shall act in a manner consistent with Accepted Master Servicing Practices.
      Furthermore, the Master Servicer shall oversee and consult with the Servicer
      as
      necessary from time-to-time to carry out the Master Servicer’s obligations
      hereunder, shall receive, review and evaluate all reports, information and
      other
      data provided to the Master Servicer by the Servicer and shall cause the
      Servicer to perform and observe the covenants, obligations and conditions to
      be
      performed or observed by the Servicer under this Agreement. The Master Servicer
      shall independently and separately monitor the Servicer’s servicing activities
      with respect to each Mortgage Loan, reconcile the results of such monitoring
      with such information provided in the previous sentence on a monthly basis
      and
      coordinate corrective adjustments to the Servicer’s and Master Servicer’s
      records, and based on such reconciled and corrected information, prepare the
      statements specified in Section 5.03 and any other information and statements
      required to be provided by the Master Servicer hereunder. The Master Servicer
      shall reconcile the results of its Mortgage Loan monitoring with the actual
      remittances of the Servicer to the Distribution Account pursuant to the terms
      hereof based on information provided to the Master Servicer by the
      Servicer.

     

    The
      Trustee shall furnish the Servicer and the Master Servicer with any limited
      powers of attorney and other documents in form acceptable to it necessary or
      appropriate to enable the Servicer and the Master Servicer to service and
      administer the Mortgage Loans and REO Properties. The Trustee shall have no
      responsibility for any action of the Master Servicer or the Servicer pursuant
      to
      any such limited power of attorney and shall be indemnified by the Master
      Servicer or the Servicer, as applicable, for any cost, liability or expense
      incurred by the Trustee in connection with such Person’s misuse of any such
      power of attorney.

     

    The
      Trustee, the Custodians and the Securities Administrator shall provide access
      to
      the records and documentation in possession of the Trustee, the Custodians
      or
      the Securities Administrator regarding the Mortgage Loans and REO Property
      and
      the servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee, the Custodians or the Securities Administrator; provided,
      however, that, unless otherwise required by law, none of the Trustee, the
      Custodians or the Securities Administrator shall be required to provide access
      to such records and documentation if the provision thereof would violate the
      legal right to privacy of any Mortgagor. The Trustee, the Custodians and the
      Securities Administrator shall allow representatives of the above entities
      to
      photocopy any of the records and documentation and shall provide equipment
      for
      that purpose at a charge that covers the Trustee’s, the Custodians’ or the
      Securities Administrator’s actual costs.

     

    The
      Trustee shall execute and deliver to the Servicer or the Master Servicer upon
      request any court pleadings, requests for trustee’s sale or other documents
      necessary or desirable to (i) the foreclosure or trustee’s sale with respect to
      a Mortgaged Property; (ii) any legal action brought to obtain judgment against
      any Mortgagor on the Mortgage Note or any other Mortgage Loan Document; (iii)
      obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other
      rights or remedies provided by the Mortgage Note or any other Mortgage Loan
      Document or otherwise available at law or equity.

     

    SECTION
      4.02.  REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat such REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, the Servicer or the Master Servicer to assure such continuing
      treatment. In particular, the Trustee shall not (a) sell or permit the sale
      of
      all or any portion of the Mortgage Loans or of any investment of deposits in
      an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
      at the expense of the Trust Fund; and (b) other than with respect to a
      substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.03
      of
      this Agreement, as applicable, accept any contribution to any REMIC after the
      Startup Day without receipt of an Opinion of Counsel stating that such
      contribution will not result in an Adverse REMIC Event as defined in Section
      11.01(f).

     

    SECTION
      4.03.  Monitoring
      of Servicer.

     

    (a)  The
      Master Servicer shall be responsible for monitoring the compliance by the
      Servicer with its duties under this Agreement. In the review of the Servicer’s
      activities, the Master Servicer may rely upon an Officer’s Certificate of the
      Servicer with regard to the Servicer’s compliance with the terms of this
      Agreement. In the event that the Master Servicer, in its judgment, determines
      that the Servicer should be terminated in accordance with the terms hereof
      or
      that a notice should be sent pursuant to the terms hereof with respect to the
      occurrence of an event that, unless cured, would constitute a Servicer Event
      of
      Default, the Master Servicer shall notify the Servicer, the Sponsor and the
      Trustee thereof and the Master Servicer shall issue such notice or take such
      other action as it deems appropriate.

     

    (b)  The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of the Servicer under this Agreement and shall,
      in
      the event that the Servicer fails to perform its obligations in accordance
      with
      this Agreement, subject to this Section and Article VIII, notify the Trustee
      and
      the Trustee shall terminate the rights and obligations of the Servicer hereunder
      in accordance with the provisions of Article VIII. In the event the rights
      and
      obligations of the Servicer (or any successor thereto) are terminated, the
      Master Servicer shall act as servicer of the Mortgage Loans or a successor
      servicer shall be appointed in accordance with the provisions of Article VIII.
      Such enforcement, including, without limitation, the legal prosecution of claims
      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 Mortgage Loans. The
      Master Servicer shall pay the costs of such enforcement at its own expense,
      provided that the Master Servicer shall not be required to prosecute or defend
      any legal action except to the extent that the Master Servicer shall have
      received reasonable indemnity for its costs and expenses in pursuing such
      action.

     

    (c)  The
      Master Servicer shall be entitled to be reimbursed by the Servicer (or from
      amounts on deposit in the Distribution Account if the Servicer is unable to
      fulfill its obligations hereunder) for all reasonable out-of-pocket or third
      party costs associated with the transfer of servicing from the predecessor
      Servicer (or if the predecessor Servicer is the Master Servicer, from the
      Servicer immediately preceding the Master Servicer), including without
      limitation, any reasonable out-of-pocket or third party 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
      successor servicer to correct any errors or insufficiencies in the servicing
      data or otherwise to enable the successor servicer to service the Mortgage
      Loans
      properly and effectively, upon presentation of reasonable documentation of
      such
      costs and expenses.

     

    (d)  The
      Master Servicer shall require the Servicer to comply with the remittance
      requirements and other obligations set forth in this Agreement.

     

    (e)  If
      the
      Master Servicer acts as a successor to the Servicer, it will not assume any
      liability for the representations and warranties of the terminated
      Servicer.

     

    SECTION
      4.04.  Fidelity
      Bond.

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, employees and other Persons acting on such
      Master Servicer’s behalf, and covering errors and omissions in the performance
      of the Master Servicer’s obligations hereunder. The errors and omissions
      insurance policy and the fidelity bond shall be in such form and amount
      generally acceptable for entities serving as master servicers or
      trustees.

     

    SECTION
      4.05.  Power
      to
      Act; Procedures.

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article XI, to do any and all things that it may deem necessary or desirable
      in
      connection with the master servicing and administration of the Mortgage Loans,
      including but not limited to the power and authority (i) to execute and deliver,
      on behalf of the Certificateholders and the Trustee, customary consents or
      waivers and other instruments and documents, (ii) to consent to transfers of
      any
      Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages,
      (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv)
      to
      effectuate foreclosure or other conversion of the ownership of the Mortgaged
      Property securing any Mortgage Loan, in each case, in accordance with the
      provisions of this Agreement; provided, however, that the Master Servicer shall
      not (and, consistent with its responsibilities under Section 4.03, shall not
      permit the Servicer to) knowingly or intentionally take any action, or fail
      to
      take (or fail to cause to be taken) any action reasonably within its control
      and
      the scope of duties more specifically set forth herein, that, under the REMIC
      Provisions, if taken or not taken, as the case may be, would cause REMIC I,
      REMIC II or REMIC III to fail to qualify as a REMIC or 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) unless the
      Master Servicer has received an Opinion of Counsel (but not at the expense
      of
      the Master Servicer) to the effect that the contemplated action will not cause
      REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC or result in the
      imposition of a tax upon REMIC I, REMIC II or REMIC III, as the case may be.
      The
      Trustee shall furnish the Master Servicer, upon written request from a Servicing
      Officer, with any powers of attorney prepared and delivered to it and reasonably
      acceptable to it by empowering the Master Servicer or the Servicer to execute
      and deliver instruments of satisfaction or cancellation, or of partial or full
      release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
      Property, and to appeal, prosecute or defend in any court action relating to
      the
      Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
      and
      the Trustee shall execute and deliver such other documents prepared and
      delivered to it and reasonably acceptable to it, as the Master Servicer or
      the
      Servicer may request, to enable the Master Servicer to master service and
      administer the Mortgage Loans and carry out its duties hereunder, in each case
      in accordance with Accepted Master Servicing Practices (and the Trustee shall
      have no liability for misuse of any such powers of attorney by the Master
      Servicer or the Servicer and shall be indemnified by the Master Servicer or
      the
      Servicer, as applicable, for any cost, liability or expense incurred by the
      Trustee in connection with such Person’s use or misuse of any such power of
      attorney). If the Master Servicer or the Trustee has been advised that it is
      likely that the laws of the state in which action is to be taken prohibit such
      action if taken in the name of the Trustee or that the Trustee would be
      adversely affected under the “doing business” or tax laws of such state if such
      action is taken in its name, the Master Servicer shall join with the Trustee
      in
      the appointment of a co-trustee pursuant to Section 9.10. In the performance
      of
      its duties hereunder, the Master Servicer shall be an independent contractor
      and
      shall not, except in those instances where it is taking action in the name
      of
      the Trustee, be deemed to be the agent of the Trustee.

     

    SECTION
      4.06.  Due-on-Sale
      Clauses; Assumption Agreements.

     

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

     

    SECTION
      4.07.  Documents,
      Records and Funds in Possession of Master Servicer To Be Held for
      Trustee.

     

    (a)  The
      Master Servicer shall transmit to the Trustee or the applicable Custodian such
      documents and instruments coming into the possession of the Master Servicer
      from
      time to time as are required by the terms hereof to be delivered to the Trustee
      or the applicable Custodian. Any funds received by the Master Servicer in
      respect of any Mortgage Loan or which otherwise are collected by the Master
      Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
      Mortgage Loan shall be remitted to the Securities Administrator for deposit
      in
      the Distribution Account. The Master Servicer shall, and, subject to Section
      3.21 of this Agreement, shall cause the Servicer to, provide access to
      information and documentation regarding the Mortgage Loans to the Trustee,
      its
      agents and accountants at any time upon reasonable request and during normal
      business hours, and to Certificateholders that are savings and loan
      associations, banks or insurance companies, the Office of Thrift Supervision,
      the FDIC and the supervisory agents and examiners of such Office and Corporation
      or examiners of any other federal or state banking or insurance regulatory
      authority if so required by applicable regulations of the Office of Thrift
      Supervision or other regulatory authority, such access to be afforded without
      charge but only upon reasonable request in writing and during normal business
      hours at the offices of the Master Servicer designated by it. In fulfilling
      such
      a request the Master Servicer shall not be responsible for determining the
      sufficiency of such information.

     

    (b)  All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be remitted to the Securities Administrator for deposit in
      the
      Distribution Account.

     

    SECTION
      4.08.  Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce the obligation of the Servicer
      under this Agreement to maintain or cause to be maintained standard fire and
      casualty insurance and, where applicable, flood insurance, all in accordance
      with the provisions of this Agreement. It is understood and agreed that such
      insurance shall be with insurers meeting the eligibility requirements set forth
      in Section 3.11 of this Agreement and that no earthquake or other additional
      insurance is to be required of any Mortgagor or to be maintained on property
      acquired in respect of a defaulted loan, other than pursuant to such applicable
      laws and regulations as shall at any time be in force and as shall require
      such
      additional insurance.

     

    SECTION
      4.09.  Presentment
      of Claims and Collection of Proceeds.

     

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

     

    SECTION
      4.10.  Maintenance
      of Primary Mortgage Insurance Policies.

     

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

     

    (b)  The
      Master Servicer agrees to cause the Servicer to present, on behalf of the
      Trustee and the Certificateholders, claims to the insurer under any primary
      mortgage insurance policies and, in this regard, to take such reasonable action
      as shall be necessary to permit recovery under any primary mortgage insurance
      policies respecting defaulted Mortgage Loans.

     

    SECTION
      4.11.  Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

    The
      Trustee or the applicable Custodian, shall retain possession and custody of
      the
      originals (to the extent available) of any primary mortgage insurance policies,
      or certificate of insurance if applicable, and any certificates of renewal
      as to
      the foregoing as may be issued from time to time as contemplated by this
      Agreement. Until all amounts distributable in respect of the Certificates have
      been distributed in full and the Master Servicer and the Servicer have otherwise
      fulfilled their respective obligations under this Agreement the Trustee or
      the
      applicable Custodian shall also retain possession and custody of each Mortgage
      File in accordance with and subject to the terms and conditions of this
      Agreement and the related Custodial Agreement. The Master Servicer shall
      promptly deliver or cause to be delivered to the Trustee or the applicable
      Custodian, upon the execution or receipt thereof the originals of any primary
      mortgage insurance policies, any certificates of renewal, and such other
      documents or instruments that constitute Mortgage Loan Documents that come
      into
      the possession of the Master Servicer from time to time.

     

    SECTION
      4.12.  Realization
      Upon Defaulted Mortgage Loans.

     

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

     

    SECTION
      4.13.  Compensation
      for the Master Servicer.

     

    As
      compensation for the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to the Master Servicing Fee and the income from
      investment of or earnings on the funds from time to time in the Distribution
      Account, as provided in Section 3.10. The compensation payable to the Master
      Servicer in respect of any Distribution Date shall be reduced in accordance
      with
      Section 4.18. The Master Servicer shall be required to pay all expenses incurred
      by it in connection with its activities hereunder and shall not be entitled
      to
      reimbursement therefor except as provided in this Agreement.

     

    SECTION
      4.14.  REO
      Property.

     

    (a)  In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the related Certificateholders. The Master
      Servicer shall cause the Servicer to sell, any REO Property as expeditiously
      as
      possible and in accordance with the provisions of this Agreement. Further,
      the
      Master Servicer shall cause the Servicer to sell any REO Property prior to
      three
      years after the end of the calendar year of its acquisition by REMIC I unless
      (i) the Trustee shall have been supplied by the Servicer with an Opinion of
      Counsel to the effect that the holding by the Trust Fund of such REO Property
      subsequent to such three-year period will not result in the imposition of taxes
      on “prohibited transactions” of any REMIC hereunder as defined in section 860F
      of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any
      time that any Certificates are outstanding, in which case the Trust Fund may
      continue to hold such Mortgaged Property (subject to any conditions contained
      in
      such Opinion of Counsel) or (ii) the Servicer shall have applied for, prior
      to
      the expiration of such three-year period, an extension of such three-year period
      in the manner contemplated by Section 856(e)(3) of the Code, in which case
      the
      three-year period shall be extended by the applicable extension period. The
      Master Servicer shall cause the Servicer to protect and conserve, such REO
      Property in the manner and to the extent required by this Agreement in
      accordance with the REMIC Provisions and in a manner that does not result in
      a
      tax on “net income from foreclosure property” or cause such REO Property to fail
      to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
      the Code.

     

    (b)  The
      Master Servicer shall cause the Servicer to deposit all funds collected and
      received in connection with the operation of any REO Property in the REO
      Account.

     

    SECTION
      4.15.  Master
      Servicer Annual Statement of Compliance.

     

    (a)  The
      Master Servicer and the Securities Administrator shall deliver (or otherwise
      make available) (and the Master Servicer and Securities Administrator shall
      cause any Additional Servicer or Servicing Function Participant engaged by
      it to
      deliver) to the Depositor and the Securities Administrator and in the case
      of
      the Master Servicer, to the Trustee, on or before March 15 of each year,
      commencing in March 2007, an Officer’s Certificate stating, as to the signer
      thereof, that (A) a review of such party’s activities during the preceding
      calendar year or portion thereof and of such party’s performance under this
      Agreement, or such other applicable agreement in the case of an Additional
      Servicer or Servicing Function Participant, has been made under such officer’s
      supervision and (B) to the best of such officer’s knowledge, based on such
      review, such party has fulfilled all its obligations under this Agreement,
      or
      such other applicable agreement in the case of an Additional Servicer or
      Servicing Function Participant, in all material respects throughout such year
      or
      portion thereof, or, if there has been a failure to fulfill any such obligation
      in any material respect, specifying each such failure known to such officer
      and
      the nature and status thereof. 

     

    (b)  The
      Master Servicer shall include all annual statements of compliance received
      by it
      with its own annual statement of compliance to be submitted to the Securities
      Administrator pursuant to this Section 4.15. 

     

    (c)  In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by the parties is terminated, assigns its rights
      and obligations under, or resigns pursuant to the terms of this Agreement,
      or
      any applicable agreement in the case of a Servicing Function Participant, as
      the
      case may be, such party shall provide an Officer’s Certificate pursuant to this
      Section 4.15 or to such applicable agreement, as the case may be,
      notwithstanding any such termination, assignment or resignation.

     

    (d)  Failure
      of the Master Servicer to comply timely with this Section 4.15 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, 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.

     

    (e)  Copies
      of
      such Master Servicer annual statements of compliance shall be provided to any
      Certificateholder upon request, by the Master Servicer or by the Trustee at
      the
      Master Servicer’s expense if the Master Servicer failed to provide such copies
      (unless (i) the Master Servicer shall have failed to provide the Trustee with
      such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
      failure to provide such statement).

     

    SECTION
      4.16.  Master
      Servicer Assessments of Compliance. 

     

    (a)  By
      March
      15 of each year, commencing in March 2007, the Master Servicer and the
      Securities Administrator, each at its own expense, shall furnish, or otherwise
      make available, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish, each at its own expense, to the Securities
      Administrator and the Depositor, a report on an assessment of compliance with
      the Relevant Servicing Criteria that contains (A) a statement by such party
      of
      its responsibility for assessing compliance with the Relevant Servicing
      Criteria, (B) a statement that such party used the Relevant Servicing Criteria
      to assess compliance with the Relevant Servicing Criteria, (C) such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to Section
      5.06(d), including, if there has been any material instance of noncompliance
      with the Relevant Servicing Criteria, a discussion of each such failure and
      the
      nature and status thereof, and (D) a statement that a registered public
      accounting firm has issued an attestation report on such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for such period.
      

     

    (b)  No
      later
      than the end of each fiscal year for the Trust for which a 10-K is required
      to
      be filed, the Master Servicer shall forward to the Securities Administrator
      and
      to the Depositor the name of each Servicing Function Participant engaged by
      it
      and what Relevant Servicing Criteria will be addressed in the report on
      assessment of compliance prepared by such Servicing Function Participant
      (provided,
      however,
      that
      the Master Servicer need not provide such information to the Securities
      Administrator so long as the Master Servicer and the Securities Administer
      are
      the same Person). When the Master Servicer and the Securities Administrator
      (or
      any Servicing Function Participant engaged by them) submit their assessments
      to
      the Securities Administrator, such parties will also at such time include the
      assessment (and attestation pursuant to Section 4.17) of each Servicing Function
      Participant engaged by it. 

     

    (c)  Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Securities Administrator and any Servicing Function Participant
      engaged by such parties as to the nature of any material instance of
      noncompliance with the Relevant Servicing Criteria by each such party, and
      (ii)
      the Securities Administrator shall confirm that the assessments, taken as a
      whole, address all of the Servicing Criteria and taken individually address
      the
      Relevant Servicing Criteria for each party as set forth on Exhibit E and notify
      the Depositor of any exceptions.

     

    (d)  The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicer with its own assessment of compliance to be
      submitted to the Securities Administrator pursuant to this Section 4.16.


     

    (e)  In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by the parties is terminated, assigns its rights
      and obligations under, or resigns pursuant to the terms of this Agreement,
      or
      any other applicable agreement in the case of a Servicing Function Participant,
      as the case may be, such party shall provide a report on assessment of
      compliance pursuant to this Section 4.16 or to such other applicable agreement,
      notwithstanding any such termination, assignment or resignation.

     

    (f)  Failure
      of the Master Servicer to comply timely with this Section 4.16 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, 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.

     

    (g)  Delivery
      under this Section 4.16 of such reports, information and documents to the
      Trustee is for informational purposes only, and the Trustee’s receipt of such
      shall not constitute constructive notice of any information contained therein
      or
      determinable from information contained therein, including the Master Servicer’s
      compliance with any of its covenants hereunder (as to which the Trustee is
      entitled to conclusively rely exclusively on an Officer’s
      Certificate).

     

    SECTION
      4.17.  Master
      Servicer Attestation Reports.

     

    (a)  By
      March
      15 of each year, commencing in March 2007, the Master Servicer and the
      Securities Administrator, each at its own expense, shall cause, and each such
      party shall cause any Servicing Function Participant engaged by it to cause,
      each at its own expense, a registered public accounting firm (which may also
      render other services to the Master Servicer, the Securities Administrator,
      or
      such other Servicing Function Participants, as the case may be) and that is
      a
      member of the American Institute of Certified Public Accountants to furnish
      an
      attestation report to the Securities Administrator and the Depositor, to the
      effect that (i) it has obtained a representation regarding certain matters
      from
      the management of such party, which includes an assertion that such party has
      complied with the Relevant Servicing Criteria, and (ii) on the basis of an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
      to
      whether such party’s compliance with the Relevant Servicing Criteria was fairly
      stated in all material respects, or it cannot express an overall opinion
      regarding such party’s assessment of compliance with the Relevant Servicing
      Criteria. In the event that an overall opinion cannot be expressed, such
      registered public accounting firm shall state in such report why it was unable
      to express such an opinion. Such report must be available for general use and
      not contain restricted use language. 

     

    (b)  Promptly
      after receipt of such assessment of compliance and attestation report from
      the
      Master Servicer, the Securities Administrator or any Servicing Function
      Participant engaged by such parties, the Securities Administrator shall confirm
      that each assessment submitted pursuant to Section 4.16 is coupled with an
      attestation meeting the requirements of this Section and notify the Depositor
      of
      any exceptions.

     

    (c)  The
      Master Servicer shall include each such attestation furnished to it from the
      Servicer with its own attestation to be submitted to the Securities
      Administrator pursuant to this Section 4.17. 

     

    (d)  In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by the parties is terminated assigns its rights
      and
      duties under, or resigns pursuant to the terms of this Agreement, or any
      applicable custodial agreement or servicing or sub-servicing agreement in the
      case of a Servicing Function Participant, as the case may be, such party shall
      cause a registered public accounting firm to provide an attestation pursuant
      to
      this Section 4.17, or such other applicable agreement, notwithstanding any
      such
      termination, assignment or resignation.

     

    (e)  Failure
      of the Master Servicer to comply timely with this Section 4.17 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, 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.

     

    SECTION
      4.18.  Annual
      Certification.

     

    (a)  Each
      Form
      10-K required to be filed for the Trust pursuant to Section 5.06 shall include
      a
      certification (the “Sarbanes-Oxley Certification”) required to be included
      therewith pursuant to the Sarbanes-Oxley Act. Each of the Master Servicer and
      the Securities Administrator shall provide, and shall cause any Servicing
      Function Participant engaged by it to provide to the Person who signs the
      Sarbanes-Oxley Certification (the “Certifying Person”), by March 15 of each year
      in which the Trust is subject to the reporting requirements of the Exchange
      Act
      and otherwise within a reasonable period of time upon request, a certification
      (each, a “Back-Up Certification”), in the form attached hereto as Exhibit C,
      upon which the Certifying Person, the entity for which the Certifying Person
      acts as an officer, and such entity’s officers, directors and Affiliates
      (collectively with the Certifying Person, “Certification Parties”) can
      reasonably rely. The senior officer of the Master Servicer in charge of the
      master servicing function shall serve as the Certifying Person on behalf of
      the
      Trust. Such officer of the Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In the
      event any such party or any Servicing Function Participant engaged by any such
      party is terminated, assigns its rights or duties under, or resigns pursuant
      to
      the terms of this Agreement, or any applicable sub-servicing agreement, as
      the
      case may be, such party shall provide a Back-Up Certification to the Certifying
      Person pursuant to this Section 4.18 with respect to the period of time it
      was
      subject to this Agreement or any applicable sub-servicing agreement, as the
      case
      may be. Notwithstanding the foregoing, (i) the Master Servicer and the
      Securities Administrator shall not be required to deliver a Back-Up
      Certification to each other if both are the same Person and the Master Servicer
      is the Certifying Person and (ii) the Master Servicer shall not be obligated
      to
      sign the Sarbanes-Oxley Certification in the event that it does not receive
      any
      Back-Up Certification required to be furnished to it pursuant to this
      Section.

     

    SECTION
      4.19.  Obligation
      of the Master Servicer in Respect of Prepayment Interest
      Shortfalls.

     

    In
      the
      event of any Prepayment Interest Shortfalls, the Master Servicer shall deposit
      into the Distribution Account not later than the related Distribution Date
      an
      amount equal to the lesser of (i) the aggregate amounts required to be paid
      by
      the Servicer with respect to Prepayment Interest Shortfalls attributable to
      Principal Prepayments in full on the Mortgage Loans for the related Distribution
      Date, and not so paid by the Servicer and (ii) the aggregate amount of the
      compensation payable to the Master Servicer for such Distribution Date in
      accordance with Section 4.13, without reimbursement therefor.

     

    SECTION
      4.20.  Prepayment
      Penalty Verification.

     

    On
      or
      prior to each Servicer Remittance Date, the Servicer shall provide in an
      electronic format acceptable to the Master Servicer the data necessary for
      the
      Master Servicer to perform its verification duties set forth in this Section
      4.19. The Master Servicer or a third party reasonably acceptable to the Master
      Servicer and the Depositor (the “Verification Agent”) will perform such
      verification duties and will use its best efforts to issue its findings in
      a
      report (the “Verification Report”) delivered to the Master Servicer and the
      Depositor within ten (10) Business Days following the related Distribution
      Date;
      provided, however, that if the Verification Agent is unable to issue the
      Verification Report within ten (10) Business Days following the Distribution
      Date, the Verification Agent may issue and deliver to the Master Servicer and
      the Depositor the Verification Report upon the completion of its verification
      duties. The Master Servicer shall forward the Verification Report to the
      Servicer and shall notify the Servicer if the Master Servicer has determined
      that the Servicer did not deliver the appropriate Prepayment Charge to the
      Securities Administrator in accordance with this Agreement. Such written
      notification from the Master Servicer shall include the loan number, prepayment
      penalty code and prepayment penalty amount as calculated by the Master Servicer
      or the Verification Agent, as applicable, of each Mortgage Loan for which there
      is a discrepancy. If the Servicer agrees with the verified amounts, the Servicer
      shall adjust the immediately succeeding Servicer Report and the amount remitted
      to the Securities Administrator with respect to prepayments accordingly. If
      the
      Servicer disagrees with the determination of the Master Servicer, the Servicer
      shall, within five (5) Business Days of its receipt of the Verification Report,
      notify the Master Servicer of such disagreement and provide the Master Servicer
      with detailed information to support its position. The Servicer and the Master
      Servicer shall cooperate to resolve any discrepancy on or prior to the
      immediately succeeding Servicer Remittance Date, and the Servicer will indicate
      the effect of such resolution on the Servicer Report and shall adjust the amount
      remitted with respect to prepayments on such Servicer Remittance Date
      accordingly.

     

    During
      such time as the Servicer and the Master Servicer are resolving discrepancies
      with respect to the Prepayment Charges, no payments in respect of any disputed
      Prepayment Charges will be remitted to the Securities Administrator for deposit
      in the Distribution Account and the Master Servicer shall not be obligated
      to
      deposit such payments, unless otherwise required pursuant to Section 8.01
      hereof. In connection with such duties, the Master Servicer shall be able to
      rely solely on the information provided to it by the Servicer in accordance
      with
      this Section. The Master Servicer shall not be responsible for verifying the
      accuracy of any of the information provided to it by the Servicer.

     

    ARTICLE
      V

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      5.01.  Distributions.

     

    (a)  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: 

     

    (1) With
      respect to the Group I Mortgage Loans:

     

    (i) to
      Holders of REMIC I Regular Interest I and REMIC I Regular Interest I-1-A through
      I-39-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC I Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates; and

     

    (ii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, to the Holders of REMIC I Regular Interest I, an amount of principal
      shall be distributed to such Holders until the Uncertificated Balance of REMIC
      I
      Regular Interest I is reduced to zero; and

     

    (iii) to
      the
      extent of amounts remaining after distributions made pursuant to clauses (i)
      and
      (ii) above, payments of principal shall be allocated to REMIC I Regular
      Interests I-1-A through I-39-B starting with the lowest numerical denomination
      until the Uncertificated Balance of each such REMIC I Regular Interest is
      reduced to zero, provided that, for REMIC I Regular Interests with the same
      numerical denomination, such payments of principal shall be allocated
pro
      rata
      between
      such REMIC I Regular Interests.

     

    (2) With
      respect to the Group II Mortgage Loans:

     

    (i) to
      Holders of REMIC I Regular Interest II and each of REMIC I Regular Interest
      II-1-A through II-39-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC I Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates; 

     

    (ii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, to the Holders of REMIC I Regular Interest II, an amount of principal
      shall be distributed to such Holders until the Uncertificated Balance of REMIC
      I
      Regular Interest II is reduced to zero; and 

     

    (iii) to
      the
      extent of amounts remaining after distributions made pursuant to clauses (i)
      and
      (ii) above, payments of principal shall be allocated to REMIC I Regular
      Interests II-1-A through II-39-B starting with the lowest numerical denomination
      until the Uncertificated Balance of each such REMIC I Regular Interest is
      reduced to zero, provided that, for REMIC I Regular Interests with the same
      numerical denomination, such payments of principal shall be allocated
pro
      rata
      between
      such REMIC I Regular Interests.

     

    (b)  to
      the
      Holders of REMIC I Regular Interest I-39-B, all amounts representing Prepayment
      Charges in respect of the Group I Mortgage Loans received during the related
      Prepayment Period and to the Holders of REMIC I Regular Interest II-39-B, all
      amounts representing Prepayment Charges in respect of the Group II Mortgage
      Loans received during the related Prepayment Period.

     

    (c)  (1)
      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
      II Regular Interests or withdrawn from the Distribution Account and distributed
      to the Holders of the Class R Certificates (in respect of the Class R-II
      Interest), as the case may be:

     

    (i)  first
      to
      the Holders of REMIC II Regular Interest IO, in an amount equal to (A)
      Uncertificated Interest for such REMIC II Regular Interest for such Distribution
      Date, plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates and second, to the Holders of REMIC II Regular Interest
      AA,
      REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular
      Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D,
      REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
      Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5,
      REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular
      Interest M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest M-10,
      REMIC II Regular Interest M-11, REMIC II Regular Interest ZZ and REMIC II
      Regular Interest P, 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 ZZ shall be reduced when the REMIC II Overcollateralization Amount
      is
      less than the REMIC II Required Overcollateralization Amount, by the lesser
      of
      (x) the amount of such difference and (y) the Maximum ZZ Uncertificated Interest
      Deferral Amount and such amount will be payable to the Holders of REMIC II
      Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
      A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC
      II
      Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest
      M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II
      Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest
      M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest M-10 and REMIC
      II
      Regular Interest M-11 in the same proportion as the Overcollateralization
      Increase Amount is allocated to the Corresponding Certificates and the
      Uncertificated Balance of REMIC II Regular Interest ZZ shall be increased by
      such amount;

     

    (ii)  to
      Holders of REMIC II Regular Interest I-SUB, REMIC II Regular Interest I-GRP,
      REMIC II Regular Interest II-SUB, REMIC II Regular Interest II-GRP, and REMIC
      II
      Regular Interest XX, 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 II Regular Interests, in an amount equal to the remainder
      of
      the REMIC II Marker Allocation Percentage of the available funds for such
      Distribution Date after the distributions made pursuant to clause (i) above,
      allocated as follows:

     

    (A) 98.00%
      of
      such remainder to the Holders of REMIC II Regular Interest AA, until the
      Uncertificated Balance of such REMIC II Regular Interest is reduced to
      zero;

     

    (B) 2.00%
      of
      such remainder, first, to the Holders of REMIC II Regular Interest A-1, REMIC
      II
      Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
      A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC
      II
      Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest
      M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II
      Regular Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest
      M-9, REMIC II Regular Interest M-10 and REMIC II Regular Interest M-11, 1%
      of
      and in the same proportion as principal payments are allocated to the
      Corresponding Certificates, until the Uncertificated Balances of such REMIC
      II
      Regular Interests are reduced to zero and second to the Holders of REMIC II
      Regular Interest ZZ, until the Uncertificated Balance of such REMIC II Regular
      Interest is reduced to zero;

     

    (C) to
      the
      Holders of REMIC II Regular Interest P, (1) 100% of the Prepayment Charges
      deemed distributed on REMIC I Regular Interest I-39B and REMIC I Regular
      Interest II-39-B and (2) 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; then

     

    (D) any
      remaining amount to the Holders of the Class R Certificate, in respect of the
      Class R-II Interest;

     

    provided,
      however, that 98.00% and 2.00% of any principal payments that are attributable
      to an Overcollateralization Reduction Amount shall be allocated to Holders
      of
      REMIC II Regular Interest AA and REMIC II Regular Interest ZZ,
      respectively.

     

    (iv)  to
      the
      Holders of REMIC II Regular Interests, in an amount equal to the remainder
      of
      the REMIC II Sub WAC Allocation Percentage of available funds for such
      Distribution Date after the distributions made pursuant to clause (c)(ii) above,
      such that distributions of principal shall be deemed to be made to the REMIC
      II
      Regular Interests first, so as to keep the Uncertificated Balance of each REMIC
      II 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 II Regular Interest ending with the designation
      “SUB,” so that the Uncertificated Balance of each such REMIC II 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 II
      Regular Interests such that the REMIC II Subordinated Balance Ratio is
      maintained); and third, any remaining principal to REMIC II Regular Interest
      XX.

     

    (v)  Notwithstanding
      the distributions described in Section 5.01(c)(1), distributions of funds shall
      be made to Certificateholders only in accordance with Section 5.01(c)(2) through
      (7) and Section 5.01(d).

     

    (2) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Interest Remittance Amount and make the following disbursements and
      transfers in the order of priority described below, in each case to the extent
      of the Group I Interest Remittance Amount remaining for such Distribution
      Date:

     

    first,
      commencing on the Distribution Date in February 2007, to the Supplemental
      Interest Trust, an amount equal to the Group I Allocation Percentage of (i)
      any
      Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment
      owed to the Swap Provider not due to a Swap Provider Trigger Event (to the
      extent such amount has not been paid by the Securities Administrator from any
      upfront payment received pursuant to any related replacement interest rate
      swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust);

     

    second,
      to the
      Holders of the Class A-1 Certificates, the Senior Interest Distribution Amount
      allocable to the Class A-1 Certificates; and

     

    third,
      concurrently, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, the Senior Interest Distribution Amount allocable to each
      such Class, to the extent remaining unpaid after the distribution of the Group
      II Interest Remittance Amount as set forth in Section 5.01(c)(3) below on a
      pro
      rata basis, based on the entitlement of each such Class.

     

    (3) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group II Interest Remittance Amount and make the following disbursements and
      transfers in the order of priority described below, in each case to the extent
      of the Group II Interest Remittance Amount remaining for such Distribution
      Date:

     

    first,
      commencing on the Distribution Date in February 2007, to the Supplemental
      Interest Trust, an amount equal to the Group II Allocation Percentage of (i)
      any
      Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment
      owed to the Swap Provider not due to a Swap Provider Trigger Event (to the
      extent such amount has not been paid by the Securities Administrator from any
      upfront payment received pursuant to any related replacement interest rate
      swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust);

     

    second, concurrently,
      to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D
      Certificates, the Senior Interest Distribution Amount allocable to each such
      Class, on a pro rata basis, based on the entitlement of each such Class;
      and

     

    third,
      to the
      Holders of the Class A-1 Certificates, the Senior Interest Distribution Amount
      allocable to the Class A-1 Certificates, to the extent remaining unpaid after
      the distribution of the Group I Interest Remittance Amount as set forth in
      Section 5.01(c)(2) above.

     

    (4) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Interest Remittance Amount and the Group II Interest Remittance Amount
      remaining after the distributions required by clauses (2) and (3) above and
      make
      the following disbursements and transfers in the order of priority described
      below, in each case to the extent of the Group I Interest Remittance Amount
      and
      Group II Interest Remittance Amount remaining for such Distribution
      Date:

     

    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, Class M-10 and Class M-11
      Certificates, in that order, to the extent of the Interest Distribution Amount
      allocable to each such Class.

     

    (5) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, the Securities Administrator shall withdraw from the Distribution
      Account to the extent on deposit therein an amount equal to the Group I
      Principal Distribution Amount and the Group II Principal Distribution Amount
      and
      distribute to the Certificateholders the following amounts, in the following
      order of priority:

     

    (i)  The
      Group
      I Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in February 2007, to the Supplemental
      Interest Trust, an amount equal to the Group I Allocation Percentage of (i)
      any
      Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment
      owed to the Swap Provider not due to a Swap Provider Trigger Event (to the
      extent such amount has not been paid by the Securities Administrator from any
      upfront payment received pursuant to any related replacement interest rate
      swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust) to the extent not paid from the Interest Remittance Amount
      on
      such Distribution Date;

     

    second,
      to the
      Holders of the Class A-1 Certificates until the Certificate Principal Balance
      of
      the Class A-1 Certificates has been reduced to zero; and

     

    third,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, after taking into account the distribution
      of
      the Group II Principal Distribution Amount as described in Section
      5.01(c)(5)(ii) below, until the Certificate Principal Balance of each such
      Class
      has been reduced to zero. 

     

    (ii)  The
      Group
      II Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in February 2007, to the Supplemental
      Interest Trust, an amount equal to the Group II Allocation Percentage of (i)
      any
      Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment
      owed to the Swap Provider not due to a Swap Provider Trigger Event (to the
      extent such amount has not been paid by the Securities Administrator from any
      upfront payment received pursuant to any related replacement interest rate
      swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust) to the extent not paid from the Interest Remittance Amount
      on
      such Distribution Date;

     

    second,
      sequentially, to the Holders of the Class A-2A Class A-2B, Class A-2C and Class
      A-2D Certificates, in that order, until the Certificate Principal Balance of
      each such Class has been reduced to zero; and

     

    third,
      to the
      Holders of the Class A-1 Certificates after taking into account the distribution
      of the Group I Principal Distribution Amount as described in Section
      5.01(c)(5)(i) above, until the Certificate Principal Balance of such Class
      has
      been reduced to zero.

     

    (iii)  The
      Group
      I Principal Distribution Amount and Group II Principal Distribution Amount
      remaining after distributions pursuant to Sections 5.01(c)(5)(i) and (ii) above
      shall be distributed in the following order of priority:

     

    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, Class M-10 and Class M-11
      Certificates, in that order, until the Certificate Principal Balance of each
      such Class has been reduced to zero.

     

    (6) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
      Event is not in effect, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Principal Distribution Amount and the Group II Principal Distribution
      Amount and distribute to the Certificateholders the following amounts, in the
      following order of priority:

     

    (i)  The
      Group
      I Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in February 2007, to the Supplemental
      Interest Trust, an amount equal to the Group I Allocation Percentage of (i)
      any
      Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment
      owed to the Swap Provider not due to a Swap Provider Trigger Event (to the
      extent such amount has not been paid by the Securities Administrator from any
      upfront payment received pursuant to any related replacement interest rate
      swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust) to the extent not paid from the Interest Remittance Amount
      on
      such Distribution Date;

     

    second,
      to the
      Holders of the Class A-1 Certificates, the Class A-1 Principal Distribution
      Amount, until the Certificate Principal Balance of such Class has been reduced
      to zero; and 

     

    third,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, after taking into account the distribution
      of
      the Group II Principal Distribution Amount pursuant to Section 5.01(c)(6)(ii)
      below, up to an amount equal to the amount, if any, of the Class A-2 Principal
      Distribution Amount remaining unpaid on such Distribution Date, until the
      Certificate Principal Balance of each such Class has been reduced to
      zero.

     

    (ii)  The
      Group
      II Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in February 2007, to the Supplemental
      Interest Trust, an amount equal to the Group II Allocation Percentage of (i)
      any
      Net Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment
      owed to the Swap Provider not due to a Swap Provider Trigger Event (to the
      extent such amount has not been paid by the Securities Administrator from any
      upfront payment received pursuant to any related replacement interest rate
      swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust) to the extent not paid from the Interest Remittance Amount
      on
      such Distribution Date;

     

    second,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, the Class A-2 Principal Distribution Amount,
      until the Certificate Principal Balance of each such Class has been reduced
      to
      zero; and

     

    third,
      to the
      Holders of the Class A-1 Certificates, after taking into account the
      distribution of the Group I Principal Distribution Amount pursuant to Section
      5.01(c)(6)(i) above, up to an amount equal to the amount, if any, of the Class
      A-1 Principal Distribution Amount remaining unpaid on such Distribution Date,
      until the Certificate Principal Balance of the Class A-1 Certificates has been
      reduced to zero.

     

    (iii)  The
      Principal Distribution Amount remaining after distributions pursuant to Sections
      5.01(c)(6)(i) and (ii) above shall be distributed in the following order of
      priority:

     

    first,
      to the
      Holders of the Class M-1 Certificates, the lesser of (x) the remaining Principal
      Distribution Amount and (y) the Class M-1 Principal Distribution Amount, until
      the Certificate Principal Balance of the Class M-1 Certificates has been reduced
      to zero;

     

    second,
      to the
      Holders of the Class M-2 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amounts distributed to
      the
      Holders of the Class M-1 Certificates under clause first
      above,
      and (y) the Class M-2 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-2 Certificates has been reduced to
      zero;

     

    third,
      to the
      Holders of the Class M-3 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above
      and to the Holders of the Class M-2 Certificates under clause second
      above,
      and (y) the Class M-3 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-3 Certificates has been reduced to
      zero;

     

    fourth,
      to the
      Holders of the Class M-4 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above
      and to the Holders of the Class M-3 Certificates under clause third
      above,
      and (y) the Class M-4 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-4 Certificates has been reduced to
      zero;

     

    fifth,
      to the
      Holders of the Class M-5 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above
      and to the Holders of the Class M-4 Certificates under clause fourth
      above,
      and (y) the Class M-5 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-5 Certificates has been reduced to
      zero;

     

    sixth,
      to the
      Holders of the Class M-6 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above,
      to the Holders of the Class M-4 Certificates under clause fourth
      above
      and to the Holders of the Class M-5 Certificates under clause fifth
      above,
      and (y) the Class M-6 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-6 Certificates has been reduced to zero;


     

    seventh,
      to the
      Holders of the Class M-7 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above,
      to the Holders of the Class M-4 Certificates under clause fourth
      above,
      to the Holders of the Class M-5 Certificates under clause fifth
      above
      and to the Holders of the Class M-6 Certificates under clause sixth
      above,
      and (y) the Class M-7 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-7 Certificates has been reduced to
      zero;

     

    eighth,
      to the
      Holders of the Class M-8 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above,
      to the Holders of the Class M-4 Certificates under clause fourth
      above,
      to the Holders of the Class M-5 Certificates under clause fifth
      above,
      to the Holders of the Class M-6 Certificates under clause sixth
      above
      and to the Holders of the Class M-7 Certificates under clause seventh
      above,
      and (y) the Class M-8 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-8 Certificates has been reduced to zero;


     

    ninth,
      to the
      Holders of the Class M-9 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above,
      to the Holders of the Class M-4 Certificates under clause fourth
      above,
      to the Holders of the Class M-5 Certificates under clause fifth
      above,
      to the Holders of the Class M-6 Certificates under clause sixth
      above,
      to the Holders of the Class M-7 Certificates under clause seventh
      above
      and to the Holders of the Class M-8 Certificates under clause eighth
      above,
      and (y) the Class M-9 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-9 Certificates has been reduced to
      zero;

     

    tenth,
      to the
      Holders of the Class M-10 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above,
      to the Holders of the Class M-4 Certificates under clause fourth
      above,
      to the Holders of the Class M-5 Certificates under clause fifth
      above,
      to the Holders of the Class M-6 Certificates under clause sixth
      above,
      to the Holders of the Class M-7 Certificates under clause seventh
      above,
      to the Holders of the Class M-8 Certificates under clause eighth
      above
      and to the Holders of the Class M-9 Certificate under clause ninth
      above,
      and (y) the Class M-10 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-10 Certificates has been reduced to
      zero;
      and

     

    eleventh,
      to the
      Holders of the Class M-11 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates under clause
first
      above,
      to the Holders of the Class M-2 Certificates under clause second
      above,
      to the Holders of the Class M-3 Certificates under clause third
      above,
      to the Holders of the Class M-4 Certificates under clause fourth
      above,
      to the Holders of the Class M-5 Certificates under clause fifth
      above,
      to the Holders of the Class M-6 Certificates under clause sixth
      above,
      to the Holders of the Class M-7 Certificates under clause seventh
      above,
      to the Holders of the Class M-8 Certificates under clause eighth
      above,
      to the Holders of the Class M-9 Certificate under clause ninth
      above
      and to the Holders of the Class M-10 Certificates under clause tenth
      above,
      and (y) the Class M-11 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-11 Certificates has been reduced to zero.
      

     

    Notwithstanding
      the priority of distributions described in this Section 5.01(c) with respect
      to
      the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, on any
      Distribution Date which occurs after the Certificate Principal Balances of
      the
      Mezzanine Certificates have been reduced to zero, distributions in respect
      of
      principal to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates
      will be made on a pro rata basis, based on the Certificate Principal Balance
      of
      each such Class, until the Certificate Principal Balance of each such Class
      has
      been reduced to zero.

     

    (7) On
      each
      Distribution Date, the Net Monthly Excess Cashflow (or, in the case of clause
      (i) below, the Net Monthly Excess Cashflow exclusive of any
      Overcollateralization Reduction Amount) 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, payable to such Holders in accordance
      with the priorities set forth in Section 5.01(c)(5) and (6) above;

     

    (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, Class M-10 and Class M-11
      Certificates, in that order, in an amount equal to the Interest Carry Forward
      Amount allocable to each such Class;

     

    (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, Class M-10 and Class M-11
      Certificates, in that order, in an amount equal to the Allocated Realized Loss
      Amount allocable to each such Class;

     

    (iv)  concurrently,
      to the Holders of the Class A Certificates, in an amount equal to such
      Certificates’ allocated share of any Prepayment Interest Shortfalls on the
      Mortgage Loans to the extent not covered by payments pursuant to Section 3.23
      or
      4.18 of this Agreement and any shortfalls resulting from the application of
      the
      Relief Act or similar state or local law or the bankruptcy code with respect
      to
      the Mortgage Loans to the extent not previously reimbursed pursuant to Section
      1.02;

     

    (v)  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, Class M-10 and Class M-11
      Certificates, in that order, in an amount equal to such certificates’ share of
      any Prepayment Interest Shortfalls on the Mortgage Loans to the extent not
      covered by payments pursuant to Sections 3.22 or Section 4.19 of this Agreement
      and any Relief Act Interest Shortfall, in each case that were allocated to
      such
      Class for such Distribution Date and for any prior Distribution Date, to the
      extent not previously reimbursed pursuant to Section 1.02;

     

    (vi)  to
      the
      Reserve Fund, the amount by which the Net WAC Rate Carryover Amounts, if any,
      with respect to the Offered Certificates exceeds the sum of any amounts received
      by the Securities Administrator with respect to the Cap Contracts since the
      prior Distribution Date and any amount in the Reserve Fund that was not
      distributed on prior Distribution Dates;

     

    (vii)  to
      the
      Supplemental Interest Trust, an amount equal to any Swap Termination Payment
      owed to the Swap Provider due to a Swap Provider Trigger Event pursuant to
      the
      Swap Agreement (to the extent such amount has not been paid by the Securities
      Administrator from any upfront payment received pursuant to any related
      replacement interest rate swap agreement that may be entered into by the Trustee
      on behalf of the Supplemental Interest Trust); 

     

    (viii)  
      to the
      Holders of the Class CE Certificates the Interest Distribution Amount and any
      Overcollateralization Reduction Amount for such Distribution Date;
      and

     

    (ix)  to
      the
      Holders of the Class R Certificates, in respect of the Class R-III Interest,
      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 will 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.

     

    The
      Class
      CE Certificates are intended to 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 Securities
      Administrator determines that the Residual Certificates are entitled to any
      distributions on any Distribution Date other than the final Distribution Date,
      the Securities Administrator, prior to any such distribution to any Residual
      Certificate, shall notify the Depositor of such impending distribution. Upon
      such notification, the Depositor will prepare and request that the other parties
      hereto enter into an amendment to the Pooling and Servicing Agreement pursuant
      to Section 12.01, to revise such mistake in the distribution
      provisions.

     

    On
      the
      day prior to each Distribution Date, the Securities Administrator shall deposit
      all amounts received with respect to the Cap Contracts into the Reserve Fund.
      On
      each Distribution Date, after making the distributions of the Available
      Distribution Amount as set forth above, the Securities Administrator will first,
      withdraw from the Reserve Fund all income from the investment of funds in the
      Reserve Fund and distribute such amount to the Holders of the Class CE
      Certificates, and second, withdraw from the Reserve Fund, to the extent of
      amounts remaining on deposit therein (which shall include any payments received
      under the Cap Contracts), the amount of any Net WAC Rate Carryover Amount for
      such Distribution Date and distribute such amount first, with respect to any
      amounts received by the Securities Administrator on account of the Group I
      Cap
      Contract to the Holders of the Class A-1 Certificates and with respect to any
      amounts received by the Securities Administrator on account of the Group II
      Cap
      Contract concurrently to the Holders of the Class A-2 Certificates on a pro
      rata
      basis, based on the entitlement of each such Class; and, with respect to any
      amounts remaining undistributed paid pursuant to both Cap Contracts, second,
      to
      the Class M-1 Certificates, third, to the Class M-2 Certificates, fourth, to
      the
      Class M-3 Certificates, fifth, to the Class M-4 Certificates, sixth, to the
      Class M-5 Certificates, seventh, to the Class M-6 Certificates, eighth, to
      the
      Class M-7 Certificates, ninth, to the Class M-8 Certificates, tenth, to the
      Class M-9 Certificates, eleventh, to the Class M-10 Certificates and twelfth,
      to
      the Class M-11 Certificates, in each case to the extent to the extent any Net
      WAC Rate Carryover Amount is allocable to each such Class.

     

    With
      respect to any amounts deposited in the Reserve Fund from the Net Monthly Excess
      Cashflow under Section 5.01(c)(7)(vi) above and not distributed pursuant to
      the
      preceding paragraph, first, concurrently, (i) to the Holders of the Class A-1
      Certificates, the related Net WAC Rate Carryover Amount remaining unpaid for
      such Distribution Date and (ii) to the Holders of the Class A-2A, Class A-2B,
      Class A-2C and Class A-2D Certificates, the related Net WAC Rate Carryover
      Amount remaining unpaid for such Distribution Date, on a pro rata basis, based
      on the entitlement of each such Class; second, to the Holders 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, Class M-10
      Certificates and Class M-11 Certificates, in that order, in respect of the
      related Net WAC Rate Carryover Amount remaining unpaid for each such Class
      for
      such Distribution Date and third to the Class CE Certificates.

     

    (d)  As
      described in Section 5.01(c)(2), (3), (5) and (6) above, Net Swap Payments
      and Swap Termination Payments (other than Swap Termination Payments resulting
      from a Swap Provider Trigger Event) payable by the Supplemental Interest Trust
      to the Swap Provider pursuant to the Swap Agreement shall be deducted from
      the
      Interest Remittance Amount, and to the extent of any such remaining amounts
      due,
      from the Principal Remittance Amount, prior to any distributions to the
      Certificateholders. On each Distribution Date, such amounts will be remitted
      to
      the Supplemental Interest Trust, first to make any Net Swap Payment owed to
      the
      Swap Provider pursuant to the Swap Agreement for such Distribution Date, and
      second to make any Swap Termination Payment (not due to a Swap Provider Trigger
      Event) owed to the Swap Provider pursuant to the Swap Agreement for such
      Distribution Date. Any Swap Termination Payment triggered by a Swap Provider
      Trigger Event owed to the Swap Provider pursuant to the Swap Agreement will
      be
      subordinated to distributions to the Holders of the Offered Certificates and
      shall be paid pursuant to Section 5.01(c)(7)(vii).

     

    (e)  On
      each
      Distribution Date, to the extent required, following the distribution of the
      Net
      Monthly Excess Cashflow and withdrawals from the Reserve Fund, the Securities
      Administrator will withdraw any amounts in the Supplemental Interest Trust
      and
      distribute such amounts in the following order of priority: 

     

    first,
      to the
      Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
      Swap Agreement for such Distribution Date;

     

    second,
      to the
      Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
      to
      a Swap Provider Trigger Event pursuant to the Swap Agreement (to the extent
      such
      amount has not been paid by the Securities Administrator from any upfront
      payment received pursuant to any related replacement interest rate swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust);

     

    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
      Amounts;

     

    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, Class M-10 and Class M-11
      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,
      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, Class M-10 and Class M-11 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;

     

    sixth,
      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
      Required Overcollateralization Amount after taking into account distributions
      made pursuant to Section 5.01(c)(7)(i) above;

     

    seventh,
      concurrently, to each class of Class A Certificates, the related Net WAC Rate
      Carryover Amount, to the extent remaining undistributed after distributions
      of
      Net Monthly Excess Cashflow on deposit in the Reserve Fund, on a pro
      rata
      basis
      based on such respective Net WAC Rate Carryover Amounts remaining
      unpaid;

     

    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, Class M-10 and Class M-11
      Certificates, in that order, the related Net WAC Rate Carryover Amount, to
      the
      extent remaining undistributed after distributions are made from the Reserve
      Fund;

     

    ninth,
      to the
      Swap Provider, an amount equal to any Swap Termination Payment owed to the
      Swap
      Provider due to a Swap Provider Trigger Event pursuant to the Swap Agreement
      (to
      the extent such amount has not been paid by the Securities Administrator from
      any upfront payment received pursuant to any related replacement interest rate
      swap agreement that may be entered into by the Trustee on behalf of the
      Supplemental Interest Trust); and

     

    tenth,
      to the
      Class CE Certificates, any remaining amounts.

     

    (f)  On
      each
      Distribution Date, the Securities Administrator shall withdraw any amounts
      then
      on deposit in the Distribution Account that represent Prepayment Charges and
      shall distribute such amounts to the Class P Certificateholders as described
      above.

     

    (g)  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 will be made to the Holders of the respective Class of record
      on the related Record Date (except as otherwise provided in Section 5.01(i)
      or
      Section 10.01 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 Securities Administrator
      in
      writing at least five (5) Business Days prior to the Record Date immediately
      prior to such Distribution Date and is the registered owner of Certificates
      having an initial aggregate Certificate Principal Balance that is in excess
      of
      the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate
      Principal Balance of such Class of Certificates, 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 will be made in like
      manner, but only upon presentment and surrender of such Certificate at the
      Corporate Trust Office of the Securities Administrator 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
      Depositor, the Servicer, the Securities Administrator or the Master Servicer
      shall have any responsibility therefor except as otherwise provided by this
      Agreement or applicable law.

     

    (h)  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. None of the Holders of any Class of
      Certificates, the Trustee, the Servicer, the Securities Administrator or 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.

     

    (i)  Except
      as
      otherwise provided in Section 10.01, whenever the Securities Administrator
      expects that the final distribution with respect to any Class of Certificates
      will be made on the next Distribution Date, the Securities Administrator shall,
      no later than three (3) days before the related Distribution Date, mail to
      each
      Holder on such date of such Class of Certificates a notice to the effect
      that:

     

    (i)  the
      Securities Administrator expects that the final distribution with respect to
      such Class of Certificates will be made on such Distribution Date but only
      upon
      presentation and surrender of such Certificates at the office of the Securities
      Administrator therein specified, 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
      Securities Administrator 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 5.01(i) shall not have been surrendered for
      cancellation within six months after the time specified in such notice, the
      Securities Administrator 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 Securities Administrator shall, directly
      or through an agent, mail a final notice to the 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 Securities Administrator shall pay to
      the
      Depositor all such 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 Securities
      Administrator as a result of such Certificateholder’s failure to surrender its
      Certificate(s) on the final Distribution Date for final payment thereof in
      accordance with this Section 5.01(i). Any such amounts held in trust by the
      Securities Administrator shall be held uninvested in an Eligible
      Account.

     

    (j)  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 5.04 and (b) distributed
      to
      the Holder of such Certificate in reduction of the Certificate Principal Balance
      thereof pursuant to this Section 5.01 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
      5.04 and (b) distributed on such REMIC Regular Interest in reduction of the
      Uncertificated Balance thereof pursuant to this Section 5.01.

     

    SECTION
      5.02.  Statements
      to Certificateholders.

     

    On
      each
      Distribution Date, the Securities Administrator (based on the information set
      forth in the Servicer Reports for such Distribution Date, information provided
      by the Swap Provider under the Swap Agreement with respect to payments made
      pursuant to the Swap Agreement and information provided by the Cap Counterparty
      with respect to payments made pursuant to the Cap Contracts) shall make
      available to each Holder of the Certificates, the Servicer and the Credit Risk
      Manager, a statement as to the distributions made on such Distribution Date
      setting forth:

     

    (i)  the
      applicable Interest Accrual Periods and general Distribution Dates;

     

    (ii)  with
      respect to each loan group, the total cash flows received and the general
      sources thereof;

     

    (iii)  the
      aggregate Servicing Fee received by the Servicer during the related Due
      Period;

     

    (iv)  the
      amount, if any, of other fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees;

     

    (v)  with
      respect to each loan group, the amount of the related distribution to Holders
      of
      the Certificates (by class) allocable to principal, separately identifying
      (A)
      the aggregate amount of any Principal Prepayments included therein, (B) the
      aggregate of all scheduled payments of principal included therein and (C) any
      Overcollateralization Increase Amount included therein;

     

    (vi)  with
      respect to each loan group, the amount of such distribution to Holders of the
      Certificates (by class) allocable to interest and the portion thereof, if any,
      provided by the Swap Agreement;

     

    (vii)  with
      respect to each loan group, the Interest Carry Forward Amounts and any Net
      WAC
      Rate Carryover Amounts for the related Certificates (if any);

     

    (viii)  the
      aggregate amount of Advances included in the distributions on the Distribution
      Date (including the general purpose of such Advances);

     

    (ix)  with
      respect to each loan group, the number and aggregate principal balance of any
      Mortgage Loans (not including a Liquidated Mortgage Loan as of the end of the
      Prepayment Period) that were (A) delinquent (exclusive of Mortgage Loans in
      foreclosure) using the “OTS” method (1) one scheduled payment is delinquent, (2)
      two scheduled payments are delinquent, (3) three scheduled payments are
      delinquent and (4) foreclosure proceedings have been commenced, and loss
      information for the period;

     

    (x)  the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (xi)  with
      respect to each loan group and any Mortgage Loan that was liquidated during
      the
      preceding calendar month, the loan number and Scheduled Principal Balance of,
      and Realized Loss on, such Mortgage Loan as of the end of the related Prepayment
      Period;

     

    (xii)  the
      total
      number and principal balance of any real estate owned, or REO Properties, as
      of
      the end of the related Prepayment Period;

     

    (xiii)  with
      respect to each loan group, whether the Stepdown Date has occurred and whether
      Trigger Event is in effect;

     

    (xiv)  with
      respect to each loan group, the cumulative Realized Losses through the end
      of
      the preceding month;

     

    (xv)  the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Distribution Account for such Distribution Date;

     

    (xvi)  with
      respect to each loan group, the Certificate Principal Balance of the related
      Certificates before and after giving effect to the distribution of principal
      and
      allocation of Allocated Realized Loss Amounts on such Distribution
      Date;

     

    (xvii)  with
      respect to each loan group, the number and Scheduled Principal Balance of all
      the Mortgage Loans for the following Distribution Date;

     

    (xviii)  with
      respect to each loan group, the three-month rolling average of the percent
      equivalent of a fraction, the numerator of which is the aggregate Scheduled
      Principal Balance of the Mortgage Loans in such loan group that are 60 days
      or
      more delinquent or are in bankruptcy or foreclosure or are REO Properties,
      and
      the denominator of which is the Scheduled Principal Balances of all of the
      Mortgage Loans in such loan group;

     

    (xix)  the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xx)  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 Class A Certificates and the Mezzanine Certificates separately
      identifying any reduction thereof due to allocations of Prepayment Interest
      Shortfalls and interest shortfalls including the following Realized Losses:
      Relief Act Interest Shortfalls and Net WAC Rate Carryover Amounts;

     

    (xxi)  the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicer pursuant to
      Section 3.22 of this Agreement, the Master Servicer pursuant to
      Section 4.19 of this Agreement; 

     

    (xxii)  the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xxiii)  the
      amount of, if any, of Net Monthly Excess Cashflow or excess spread and the
      application of such Net Monthly Excess Cashflow;

     

    (xxiv)  the
      Required Overcollateralization Amount and the Credit Enhancement Percentage
      for
      such Distribution Date;

     

    (xxv)  the
      Overcollateralization Increase Amount, if any, for such Distribution
      Date;

     

    (xxvi)  the
      Overcollateralization Reduction Amount, if any, for such Distribution
      Date;

     

    (xxvii)  the
      Pass-Through Rate for each class of Certificates for such Distribution
      Date;

     

    (xxviii)  
      the
      amount of any deposit to the Reserve Fund contemplated by
      Section 3.24(b);

     

    (xxix)  the
      balance of the Reserve Fund prior to the deposit or withdrawal of any amounts
      on
      such Distribution Date;

     

    (xxx)  the
      amount of any deposit to the Reserve Fund pursuant to
      Section 5.01(c)(7)(vi);

     

    (xxxi)  the
      Loss
      Severity Percentage with respect to each Mortgage Loan;

     

    (xxxii)  the
      Aggregate Loss Severity Percentage;

     

    (xxxiii)  with
      respect to each loan group, the amount of the Prepayment Charges remitted by
      the
      Servicer; 

     

    (xxxiv)  the
      amount of any Net Swap Payment payable to the Trust, any related Net Swap
      Payment payable to the Swap Provider, any Swap Termination Payment payable
      to
      the Trust and any related Swap Termination Payment payable to the Swap Provider;
      and

     

    (xxxv)  the
      amounts received under the Cap Contracts. 

     

    The
      Securities Administrator will make such statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to the Certificateholders and the Rating Agencies via
      the
      Securities Administrator’s internet website. The Securities Administrator’s
      internet website shall initially be located at http:\\www.ctslink.com and
      assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at 1-301-815-6600. 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 customer service desk and indicating
      such. The Securities Administrator shall have the right to change the way such
      statements are distributed in order to make such distribution more convenient
      and/or more accessible to the above parties and the Securities Administrator
      shall provide timely and adequate notification to all above parties regarding
      any such changes.

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) 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 Securities
      Administrator shall furnish upon request to 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 Securities Administrator shall be
      deemed to have been satisfied to the extent that substantially comparable
      information shall be provided by the Securities Administrator 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 Securities
      Administrator shall furnish upon request to 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.

     

    The
      Securities Administrator shall, upon request, furnish to each Certificateholder
      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, as applicable, or otherwise with respect
      to
      the purposes of this Agreement, all such reports or information to be provided
      at the expense of the Certificateholder, in accordance with such reasonable
      and
      explicit instructions and directions as the Certificateholder may
      provide.

     

    On
      each
      Distribution Date the Securities Administrator 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 Securities Administrator and Bloomberg.

     

    SECTION
      5.03.  Servicer
      Reports; P&I Advances.

     

    (a)  On
      or
      before 12:00 noon New York time on the 18th calendar day of the month, and
      if
      the 18th calendar day is not a Business Day, the immediately following Business
      Day, the Servicer shall deliver to the Master Servicer and the Securities
      Administrator by telecopy or electronic mail (or by such other means as the
      Servicer, the Master Servicer and the Securities Administrator may agree from
      time to time) a remittance report containing such information with respect
      to
      the related Mortgage Loans and the related Distribution Date as is reasonably
      available to the Servicer as the Master Servicer or the Securities Administrator
      may reasonably require so as to enable the Master Servicer to master service
      the
      Mortgage Loans and oversee the servicing by the Servicer and the Securities
      Administrator to fulfill its obligations hereunder with respect to securities
      and tax reporting.

     

    (b)  The
      amount of P&I Advances to be made by the Servicer on any Distribution Date
      shall equal, subject to Section 5.03(d), (i) the aggregate amount of Monthly
      Payments (net of the related Servicing Fees), due during the related Due Period
      in respect of the Mortgage Loans serviced by the Servicer, 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 was
      acquired during or prior to the related Prepayment Period and as to which an
      REO
      Disposition did not occur during the related Prepayment Period, an amount equal
      to the excess, if any, of the REO Imputed Interest on such REO Property for
      the
      most recently ended calendar month, over the net income from such REO Property
      deposited in the Collection Account pursuant to Section 3.22 of this Agreement
      for distribution on such Distribution Date; provided, however, the Servicer
      shall not be required to make P&I Advances with respect to Relief Act
      Interest Shortfalls, shortfalls due to bankruptcy proceedings or with respect
      to
      Prepayment Interest Shortfalls in excess of its obligations under Section 3.23.
      For purposes of the preceding sentence, the Monthly Payment on each Balloon
      Mortgage Loan with a delinquent Balloon Payment is equal to the assumed monthly
      payment that would have been due on the related Due Date based on the original
      principal amortization schedule for such Balloon Mortgage Loan.

     

    By
      12:00
      noon New York time on the Servicer Remittance Date, the Servicer shall remit
      in
      immediately available funds to the Securities Administrator for deposit in
      the
      Distribution Account an amount equal to the aggregate amount of P&I
      Advances, if any, to be made in respect of the Mortgage Loans for the related
      Distribution Date either (i) from its own funds or (ii) from the Collection
      Account, to the extent of any Amounts Held For Future Distribution on deposit
      therein (in which case it will 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 5.03, used by the Servicer in discharge
      of
      any such P&I Advance) or (iii) in the form of any combination of (i) and
      (ii) aggregating the total amount of P&I Advances to be made by the Servicer
      with respect to the Mortgage Loans. In addition, the Servicer shall have the
      right to reimburse itself for any outstanding P&I Advance made from its own
      funds from Amounts Held for Future Distribution. Any Amounts Held For Future
      Distribution used by the Servicer to make P&I Advances or to reimburse
      itself for outstanding P&I Advances shall be appropriately reflected in the
      Servicer’s records and replaced by the Servicer by deposit in the Collection
      Account no later than the close of business on the Servicer Remittance Date
      immediately following the Due Period or Prepayment Period for which such amounts
      relate. The Securities Administrator will notify the Servicer and the Master
      Servicer by the close of business on the Business Day prior to the Distribution
      Date in the event that the amount remitted by the Servicer to the Securities
      Administrator on such date is less than the P&I Advances required to be made
      by the Servicer for the related Distribution Date.

     

    (c)  The
      obligation of the Servicer to make such P&I Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to (d) below,
      and, with respect to any related Mortgage Loan or REO Property, shall continue
      until a Final Recovery Determination in connection therewith or the removal
      thereof from the Trust Fund pursuant to any applicable provision of this
      Agreement, except as otherwise provided in this Section.

     

    (d)  Notwithstanding
      anything herein to the contrary, no P&I Advance or Servicing Advance shall
      be required to be made hereunder by the Servicer if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance, respectively. The determination by the
      Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance or that any proposed P&I Advance or Servicing Advance, if
      made, would constitute a Nonrecoverable P&I Advance or Nonrecoverable
      Servicing Advance, respectively, shall be evidenced by a certification of a
      Servicing Officer delivered to the Master Servicer.

     

    (e)  In
      the
      event that the Servicer (or any successor thereto) fails to make a required
      P&I Advance, the Master Servicer (in its capacity as successor to the
      Servicer) will be required to make such P&I Advance on the Distribution Date
      on which the Servicer was required to make such P&I Advance, subject to its
      determination of recoverability.

     

    SECTION
      5.04.  Allocation
      of Realized Losses.

     

    (a)  Prior
      to
      the Determination Date, the Servicer shall determine as to each Mortgage Loan
      serviced by the Servicer and any related REO Property and include in the monthly
      remittance report provided to the Master Servicer and the Securities
      Administrator (substantially in the form of Schedule 4 hereto) such information
      as is reasonably available to the Servicer as the Master Servicer or the
      Securities Administrator may reasonably require so as to enable the Master
      Servicer to master service the Mortgage Loans and oversee the servicing by
      the
      Servicer and the Securities Administrator to fulfill its obligations hereunder
      with respect to securities and tax reporting, which shall include, but not
      be
      limited to: (i) the total amount of Realized Losses, if any, incurred in
      connection with any Final Recovery Determinations made during the related
      Prepayment Period; and (ii) the respective portions of such Realized Losses
      allocable to interest and allocable to principal. Prior to each Determination
      Date, the Servicer shall also determine as to each Mortgage Loan: (i) the total
      amount of Realized Losses, if any, incurred in connection with any Deficient
      Valuations made during the related Prepayment Period; and (ii) 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.

     

    (b)  All
      Realized Losses on the Mortgage Loans allocated to any REMIC I Regular Interest
      pursuant to Section 5.04(c) on the Mortgage Loans shall be allocated by the
      Securities Administrator on each Distribution Date as follows: first,
      to Net
      Monthly Excess Cashflow and to Net Swap Payments received from the Swap Provider
      under the Swap Agreement for that purpose; second,
      to the
      Class CE Certificates; third,
      to the
      Class M-11 Certificates, until the Certificate Principal Balance of the Class
      M-11 Certificates has been reduced to zero; fourth,
      to the
      Class M-10 Certificates, until the Certificate Principal Balance of the Class
      M-10 Certificates has been reduced to zero; fifth,
      to the
      Class M-9 Certificates, until the Certificate Principal Balance of the Class
      M-9
      Certificates has been reduced to zero; sixth,
      to the
      Class M-8 Certificates, until the Certificate Principal Balance of the Class
      M-8
      Certificates has been reduced to zero; seventh,
      to the
      Class M-7 Certificates, until the Certificate Principal Balance of the Class
      M-7
      Certificates has been reduced to zero; eighth,
      to the
      Class M-6 Certificates, until the Certificate Principal Balance of the Class
      M-6
      Certificates has been reduced to zero; ninth,
      to the
      Class M-5 Certificates, until the Certificate Principal Balance of the Class
      M-5
      Certificates has been reduced to zero; tenth,
      to the
      Class M-4 Certificates, until the Certificate Principal Balance of the Class
      M-4
      Certificates has been reduced to zero; eleventh,
      to the
      Class M-3 Certificates, until the Certificate Principal Balance of the Class
      M-3
      Certificates has been reduced to zero, twelfth,
      to the
      Class M-2 Certificates, until the Certificate Principal Balance of the Class
      M-2
      Certificates has been reduced to zero; and thirteenth,
      to the
      Class M-1 Certificates, until the Certificate Principal Balance of the Class
      M-1
      Certificates 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. All references above to the Certificate Principal Balance of
      any
      Class of Certificates shall be to the Certificate Principal Balance of such
      Class immediately prior to the relevant Distribution Date, before reduction
      thereof by any Realized Losses, in each case to be allocated to such Class
      of
      Certificates, on such Distribution Date.

     

    Any
      allocation of Realized Losses to a Mezzanine Certificate on any Distribution
      Date shall be made by reducing the Certificate Principal Balance thereof 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 5.01(c)(7)(viii). No allocations of any Realized Losses
      shall be made to the Certificate Principal Balances of the Class A Certificates
      or 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 will be allocated among the, Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    In
      addition, in the event that the Servicer receives any Subsequent Recoveries
      with
      respect to a Mortgage Loan serviced by it, the Servicer shall deposit such
      funds
      into the Collection Account pursuant to Section 3.08. If, after taking into
      account such Subsequent Recoveries, the amount of a Realized Loss is reduced,
      the amount of such Subsequent Recoveries will be applied to increase the
      Certificate Principal Balance of the Class of Mezzanine Certificates with the
      highest payment priority to which Realized Losses have been allocated, but
      not
      by more than the amount of Realized Losses previously allocated to that Class
      of
      Mezzanine Certificates pursuant to this Section 5.04 and not previously
      reimbursed to such Class of Mezzanine Certificates with Net Monthly Excess
      Cashflow pursuant to Section 5.01(c)(7). The amount of any remaining Subsequent
      Recoveries will be applied to sequentially increase the Certificate Principal
      Balance of the Mezzanine Certificates, beginning with the Class of Mezzanine
      Certificates with the next highest payment priority, up to the amount of such
      Realized Losses previously allocated to such Class of Mezzanine Certificates
      pursuant to this Section 5.04 and not previously reimbursed to such Class of
      Mezzanine Certificates with Net Monthly Excess Cashflow pursuant to Section
      5.01(c)(7)(iii). Holders of such Certificates will not be entitled to any
      payment in respect of current 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 Mezzanine Certificate of such Class in accordance with its respective
      Percentage Interest.

     

    (c)  (i)  All
      Realized Losses on the Group I Mortgage Loans shall be allocated on each
      Distribution Date first to REMIC I Regular Interest I until the Uncertificated
      Balance of such REMIC I Regular Interest has been reduced to zero and second,
      to
      REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-39-B, starting
      with the lowest numerical denomination until such REMIC I Regular Interest
      has
      been reduced to zero, provided that, for REMIC I Regular Interests with the
      same
      numerical denomination, such Realized Losses shall be allocated pro
      rata
      between
      such REMIC I Regular Interests. All Realized Losses on the Group II Mortgage
      Loans shall be allocated on each Distribution Date first, to REMIC I Regular
      Interest II until the Uncertificated Balance of such REMIC I Regular Interest
      has been reduced to zero and second, to REMIC I Regular Interest II-1-A through
      REMIC I Regular Interest II-39-B, starting with the lowest numerical
      denomination until such REMIC I Regular Interest has been reduced to zero,
      provided that, for REMIC I Regular Interests with the same numerical
      denomination, such Realized Losses shall be allocated pro
      rata
      between
      such REMIC I Regular Interests. 

     

    (ii)  The
      REMIC
      II Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
      shall be allocated by the Securities Administrator, on each Distribution Date
      to
      the following REMIC II Regular Interests in the specified percentages, as
      follows: first, to Uncertificated Interest payable to the REMIC II Regular
      Interest AA and REMIC II Regular Interest ZZ up to an aggregate amount equal
      to
      the REMIC II Interest Loss Allocation Amount, 98.00% and 2.00%, respectively;
      second, to the Uncertificated Balances of the REMIC II Regular Interest AA
      and
      REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC II
      Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to
      the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-11 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-11
      has been reduced to zero; fourth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-10 and REMIC II Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC II Regular Interest M-10 has been reduced to zero; fifth,
      to
      the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-9 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-9
      has been reduced to zero; sixth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-8 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-8 has been reduced to zero; seventh, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-7 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-7
      has been reduced to zero; eighth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-6 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-6 has been reduced to zero; ninth, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-5 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-5
      has been reduced to zero; tenth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-4 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-4 has been reduced to zero; eleventh, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-3
      has been reduced to zero; twelfth, to the Uncertificated Balances of REMIC
      II
      Regular Interest AA, REMIC II Regular Interest M-2 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-2 has been reduced to zero; and thirteenth, to
      the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-1 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-1
      has been reduced to zero.

     

    (iii)  The
      REMIC
      II 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 II 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 II Regular
      Interest ending with the designation “SUB,” so that the Uncertificated Balance
      of each such REMIC II 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 II Regular Interests such that
      the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining
      Realized Losses shall be allocated to REMIC II Regular Interest XX.

     

    SECTION
      5.05.  Compliance
      with Withholding Requirements.

     

    Notwithstanding
      any other provision of this Agreement, the Trustee and the Securities
      Administrator 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
      Securities Administrator does withhold any amount from interest or original
      issue discount payments or advances thereof to any Certificateholder pursuant
      to
      federal withholding requirements, the Securities Administrator shall indicate
      the amount withheld to such Certificateholders.

     

    SECTION
      5.06.  Reports
      Filed with Securities and Exchange Commission.

     

    (a)  (i)Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Securities Administrator shall prepare and file on behalf
      of
      the Trust any Form 10-D required by the Exchange Act, in form and substance
      as
      required by the Exchange Act. The Securities Administrator shall file each
      Form
      10-D with a copy of the related Monthly Statement attached thereto. Any
      disclosure in addition to the Monthly Statement that is required to be included
      on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the
      parties set forth on Exhibit G to the Depositor and the Securities Administrator
      and directed and approved by the Depositor pursuant to the following paragraph,
      and the Securities Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-D Disclosure, except
      as
      set forth in the next paragraph. 

     

    (ii) As
      set
      forth on Exhibit G hereto, within 5 calendar days after the related Distribution
      Date, (A) certain parties to the ACE Securities Corp., Home Equity Loan Trust,
      Series 2006-ASAP4 transaction shall be required to provide to the Securities
      Administrator and the Depositor, to the extent known by a responsible officer
      thereof, in EDGAR-compatible form, or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Additional Form 10-D Disclosure, if applicable, together with an Additional
      Disclosure Notification in the form of Exhibit  H hereto (an “Additional
      Disclosure Notification”) and (B) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-D Disclosure on Form 10-D. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this paragraph. 

     

    (iii) After
      preparing the Form 10-D, the Securities Administrator shall upon request,
      forward electronically a copy of the Form 10-D to the Depositor (provided that
      such Form 10-D includes any Additional Form 10-D Disclosure). Within two (2)
      Business Days after receipt of such copy but no later than the 12th
      calendar
      day after the Distribution Date, the Depositor shall notify the Securities
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-D. In the absence of receipt of any written
      changes or approval by the due date specified herein, or if the Depositor does
      not request a copy of a Form 10-D, the Securities Administrator shall be
      entitled to assume that such Form 10-D is in final form and the Securities
      Administrator may proceed with the execution and filing of the Form 10-D. A
      duly
      authorized representative of the Master Servicer shall sign the Form 10-D.
      If a
      Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
      to be
      amended, the Securities Administrator will follow the procedures set forth
      in
      Section 5.06(c)(ii). Promptly (but no later than 1 Business Day) after filing
      with the Commission, the Securities Administrator will make available on its
      internet website a final executed copy of each Form 10-D prepared and filed
      by
      the Securities Administrator. Each party to this Agreement acknowledges that
      the
      performance by the Securities Administrator and the Master Servicer of their
      duties under this Section 5.06(a) related to the timely preparation, execution
      and filing of Form 10-D is contingent upon such parties strictly observing
      all
      applicable deadlines in the performance of their duties as set forth in this
      Agreement. Neither the Master Servicer nor the Securities Administrator shall
      have any liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      10-D, where such failure results from the Securities Administrator’s inability
      or failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (b)  (i)Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, the Securities Administrator shall prepare and file on behalf of
      the
      Trust a 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 disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K other than the initial
      Form 8-K (“Form 8-K Disclosure Information”) shall be reported by the parties
      set forth on Exhibit G to the Depositor and the Securities Administrator and
      directed and approved by the Depositor pursuant to the following paragraph,
      and
      the Securities Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Form 8-K Disclosure Information or any
      Form 8-K, except as set forth in the next paragraph. 

     

    (ii) As
      set
      forth on Exhibit G hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than the close of business New York City
      time on the 2nd Business Day after the occurrence of a Reportable Event (i)
      the
      parties to the ACE Securities Corp., Home Equity Loan Trust, Series 2006-ASAP4
      transaction shall be required to provide to the Securities Administrator and
      Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any Form
      8-K
      Disclosure Information, if applicable, together with an Additional Disclosure
      Notification 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. The Depositor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Securities Administrator in connection
      with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      paragraph. 

     

    (iii) After
      preparing the Form 8-K, the Securities Administrator shall upon request, forward
      electronically a copy of the Form 8-K to the Depositor. Promptly, but no later
      than the close of business on the third Business Day after the Reportable Event,
      the Depositor shall notify the Securities Administrator in writing (which may
      be
      furnished electronically) of any changes to or approval of such Form 8-K. In
      the
      absence of receipt of any written changes or approval by the third Business
      Day,
      or if the Depositor does not request a copy of a Form 8-K, the Securities
      Administrator shall be entitled to assume that such Form 8-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 8-K. A duly authorized representative of the Master Servicer shall
      sign
      each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed
      Form 8-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 5.06(c)(ii). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Securities Administrator
      will, make available on its internet website a final executed copy of each
      Form
      8-K that has been prepared and filed by the Securities Administrator. The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of their duties under this Section
      5.06(b) related to the timely preparation, execution and filing of Form 8-K
      is
      contingent upon such parties strictly observing all applicable deadlines in
      the
      performance of their duties under this Agreement. Neither the Master Servicer
      nor the Securities Administrator shall have any liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly prepare,
      execute and/or timely file such Form 8-K, where such failure results from the
      Securities Administrator’s inability or failure to receive, on a timely basis,
      any information from any other party hereto needed to prepare, execute or
      arrange for execution or file such Form 8-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    (c)  (i)On
      or
      prior to January 30th of the first year in which the Securities Administrator
      is
      able to do so under applicable law, the Securities Administrator shall prepare
      and file a Form 15 suspension notification relating to the automatic suspension
      of reporting in respect of the Trust under the Exchange Act. 

     

    (ii) In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly electronically notify the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      and such amendment includes any Additional Form 10-D Disclosure (other than
      for
      the purposes of restating any Monthly Report), any Additional Form 10-K
      Disclosure or any Form 8-K Disclosure Information or any amendment to such
      disclosure, the Securities Administrator will electronically notify the
      Depositor only if the amendment pertains to an additional reporting item being
      revised and/or amended on such form, but not if an amendment is being filed
      as a
      result of a Remittance Report revision, and the Depositor will cooperate with
      the Securities Administrator in preparing any necessary 8-KA, 10-DA or 10-KA.
      Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be
      signed by a duly authorized representative, or senior officer in charge of
      master servicing, as applicable, of the Master Servicer. The parties to this
      Agreement acknowledge that the performance by the Securities Administrator
      and
      the Master Servicer of their duties under this Section 5.06(c) related to the
      timely preparation, execution and filing of Form 15, a Form 12b-25 or any
      amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
      performing its duties under this Agreement. Neither the Master Servicer nor
      the
      Securities Administrator shall have any liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare, execute
      and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
      8-K,
      10-D or 10-K, where such failure results from the Securities Administrator’s
      inability or failure to receive, on a timely basis, any information from any
      other party hereto needed to prepare, execute or arrange for execution or file
      such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (d)  (i)On
      or
      prior to the 90th
      day
      after the end of each fiscal year of the Trust or such earlier date as may
      be
      required by the Exchange Act (the “10-K Filing Deadline”) (it being understood
      that the fiscal year for the Trust ends on December 31st of each year),
      commencing in March 2007, the Securities Administrator shall prepare and file
      on
      behalf of the Trust a Form 10-K, in form and substance as required by the
      Exchange Act. Each such Form 10-K shall include the following items, in each
      case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, the related
      servicing agreement and custodial agreements, (i) an annual compliance statement
      for the Servicer, each Additional Servicer, the Master Servicer and the
      Securities Administrator and any Servicing Function Participant engaged by
      such
      parties (each, a “Reporting Servicer”) as described under Section 3.17 and
      Section 4.15 and in such other agreements, (ii)(A) the annual reports on
      assessment of compliance with servicing criteria for each Reporting Servicer,
      as
      described under Section 3.18 and Section 4.16 and in such other agreements,
      and
      (B) if each Reporting Servicer’s report on assessment of compliance with
      servicing criteria described under Section 3.18 and Section 4.16 identifies
      any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if each Reporting Servicer’s report on assessment of
      compliance with servicing criteria described under Section 3.18 and Section
      4.16
      is not included as an exhibit to such Form 10-K, disclosure that such report
      is
      not included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for each Reporting
      Servicer, as described under Section 3.18 and Section 4.17, or in such other
      agreement and (B) if any registered public accounting firm attestation report
      described under Section 3.18 and Section 4.17 identifies any material instance
      of noncompliance, disclosure identifying such instance of noncompliance, or
      if
      any such registered public accounting firm attestation report is not included
      as
      an exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, and (iv) a Sarbanes-Oxley
      Certification as described in Section 3.20 and Section 4.18 (provided, however,
      that the Securities Administrator, at its discretion, may omit from the Form
      10-K any annual compliance statement, assessment of compliance or attestation
      report that is not required to be filed with such Form 10-K pursuant to
      Regulation AB). Any disclosure or information in addition to (i) through (iv)
      above that is required to be included on Form 10-K (“Additional Form 10-K
      Disclosure”) shall be reported by the parties set forth on Exhibit G to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph, and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Additional Form 10-K Disclosure, except as set forth in the next
      paragraph.

     

    (ii) As
      set
      forth on Exhibit G hereto, no later than March 15 of each year that the Trust
      is
      subject to the Exchange Act reporting requirements, commencing in 2007, (i)
      parties to the ACE Securities Corp., Home Equity Loan Trust, Series 2006-ASAP4
      transaction shall be required to provide to the Securities Administrator and
      Depositor, to the extent known, by a responsible officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      on Form 10-K pursuant to this paragraph.

     

    (iii) After
      preparing the Form 10-K, the Securities Administrator shall upon request,
      forward electronically a copy of the Form 10-K to the Depositor. Within three
      (3) Business Days after receipt of such copy, but in no event later than March
      25th
      of each
      year that the Trust is subject to Exchange Act reporting requirements, the
      Depositor shall notify the Securities Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval by March 25th, or
      if
      the Depositor does not request a copy of a Form 10-K, the Securities
      Administrator shall be entitled to assume that such Form 10-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 10-K. A senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed
      on
      time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.06(c)(ii).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-K prepared and filed by the Securities
      Administrator. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Securities Administrator of their respective duties
      under this Section 5.06(d) related to the timely preparation, execution and
      filing of Form 10-K is contingent upon such parties (and any Additional Servicer
      or Servicing Function Participant) strictly observing all applicable deadlines
      in the performance of their duties under this Section 5.06(d), Section 3.17,
      Section 3.18, Section 3.20, Section 4.16, Section 4.17 and Section 4.18. Neither
      the Master Servicer nor the Securities Administrator shall have any liability
      for any loss, expense, damage or claim arising out of or with respect to any
      failure to properly prepare, execute and/or timely file such Form 10-K, where
      such failure results from the Securities Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 10-K, not resulting from
      its
      own negligence, bad faith or willful misconduct.

     

    (e)  Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.” The Depositor hereby
      represents to the Securities Administrator that the Depositor has filed all
      such
      required reports during the preceding 12 months and that it has been subject
      to
      such filing requirement for the past 90 days. The Depositor shall notify the
      Securities Administrator in writing, no later than the fifth calendar day after
      the related Distribution Date with respect to the filing of a report on Form
      10-D and no later than March 15th with respect to the filing of a report on
      Form
      10-K, if the answer to the question should be “no” as a result of filings that
      relate to other securitization transactions of the Depositor for which the
      Securities Administrator does not have the obligation to prepare and file
      Exchange Act reports.

     

    (f)  The
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee and their respective officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of the Master Servicer’s obligations under this
      Section 5.06 or the Master Servicer’s negligence, bad faith or willful
      misconduct in connection therewith. 

     

    (g)  Notwithstanding
      the provisions of Section 12.01, this Section 5.06 may be amended without the
      consent of the Certificateholders.

     

    SECTION
      5.07.  Supplemental
      Interest Trust.

     

    (a)  On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Offered Certificates (the “Supplemental Interest Trust”). The Supplemental
      Interest Trust shall be an Eligible Account, and funds on deposit therein shall
      be held separate and apart from, and shall not be commingled with, any other
      moneys, including, without limitation, other moneys of the Trustee or of the
      Securities Administrator held pursuant to this Agreement. 

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts distributable to the Swap Provider by the
      Supplemental Interest Trust pursuant to Section 5.01(c)(2), (3), (5) and
      (6) and Section 5.01(c)(7)(vii)
      of this
      Agreement. On each Distribution Date, the Securities Administrator shall
      distribute any such amounts to the Swap Provider pursuant to the Swap Agreement,
      first to pay any Net Swap Payment owed to the Swap Provider for such
      Distribution Date, and second to pay any Swap Termination Payment owed to the
      Swap Provider not due to a Swap Provider Trigger Event.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts received by it from the Swap Provider and
      shall distribute from the Supplemental Interest Trust an amount equal to the
      amount of any Net Swap Payment received from the Swap Provider under the Swap
      Agreement in the order of priority set forth in Section 5.01(d).

     

    (d)  The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class CE Certificates shall be the beneficial owner of the
      Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the majority of the Class CE Certificateholders, invest
      amounts on deposit in the Supplemental Interest Trust in Permitted Investments.
      In the absence of written direction to the Securities Administrator from the
      majority of the Class CE Certificateholders, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust to the Holders of the Class
      CE Certificates.

     

    (e)  For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Section 5.01(c)(2), (3), (5) and (6) and
      Section 5.01(c)(7)(vii) shall first be deemed paid to the Supplemental
      Interest Trust in respect of the Class IO Interest to the extent of the amount
      distributable on such Class IO Interest on such Distribution Date, and any
      remaining amount shall be deemed paid to the Supplemental Interest Trust in
      respect of a Class IO Distribution Amount. It is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Supplemental Interest Trust be disregarded as an entity separate
      from the Holder of the Class CE Certificates unless and until the date when
      either (a) there is more than one Class CE Certificateholder or (b) any Class
      of
      Certificates in addition to the Class CE Certificates is recharacterized as
      an
      equity interest in the Supplemental Interest Trust for federal income tax
      purposes, in which case it is the intention of the parties hereto that, for
      federal and state income and state and local franchise tax purposes, the
      Supplemental Interest Trust be treated as a partnership. The Master Servicer
      shall not be required to prepare and file partnership tax returns in respect
      of
      such partnership unless it receives additional reasonable compensation (not
      to
      exceed $10,000 per year) for the preparation of such filings, written
      notification recognizing the creation of a partnership agreement or comparable
      documentation evidencing the partnership.

     

    (f)  The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Class P, Class CE and Class R 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 and Class R 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 ownership
      of
      which is represented by 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 such 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 and Class R Certificates) in
      accordance with the terms of this Agreement. Any payments to such 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 the REMIC III Regular Interest
      ownership of which is represented by such Certificates, and as having been
      paid
      by such Holders to the Supplemental Interest Trust pursuant to the notional
      principal contract. Thus, each Certificate (other than the Class P and Class
      R
      Certificates) shall be treated as representing not only ownership of a Regular
      Interest in REMIC III, but also ownership of an interest in, and obligations
      with respect to, a notional principal contract.

     

    (g)  For
      federal tax return and information reporting, the right of the holders of the
      Offered Certificates to receive payments from the Supplemental Interest Trust
      shall be assigned a value of $27,000.

     

    (h)  In
      the
      event that the Swap Agreement is terminated prior to the Distribution Date
      in
      April 2010, the Securities Administrator on behalf of the Supplemental Interest
      Trust, at the direction of the Depositor, shall use reasonable efforts to
      appoint a successor swap provider using any Swap Termination Payments paid
      by
      the Swap Provider. To the extent the Supplemental Interest Trust is required
      to
      pay a Swap Termination Payment to the Swap Provider, all or a portion of such
      amount received from a replacement swap provider upon entering into a
      replacement interest rate swap agreement or similar agreement will be applied
      to
      the Swap Termination Payment owing to the Swap Provider. If the Securities
      Administrator on behalf of the Supplemental Interest Trust is unable to locate
      a
      qualified successor swap provider within thirty (30) days of the Early
      Termination Date (as defined in the Swap Agreement), any such Swap Termination
      Payments will be deposited into a separate non-interest bearing Eligible Account
      and the Securities Administrator, on each subsequent Distribution Date (until
      the termination date of the Swap Agreement or the appointment of a successor
      swap provider), will withdraw the amount of any Net Swap Payment due to the
      Supplemental Interest Trust (calculated in accordance with the terms of the
      Swap
      Agreement) and distribute such Net Swap Payment to the holders of the
      Certificates in accordance with Section 5.01.

     

    SECTION
      5.08.  Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of an Offered Certificate is deemed
      to
      own an undivided beneficial ownership interest in a REMIC regular interest
      and
      the right to receive payments from either the Reserve Fund or the Supplemental
      Interest Trust in respect of any Net WAC Rate Carryover Amounts or the
      obligation to make payments to the Supplemental Interest Trust. For federal
      income tax purposes, the Securities Administrator will account for payments
      to
      each Offered Certificate as follows: each Offered Certificate will be treated
      as
      receiving their entire payment from REMIC III (regardless of any Swap
      Termination Payment or obligation under the Swap Agreement) and subsequently
      paying their portion of any Swap Termination Payment in respect of each such
      Class’s obligation under the Swap Agreement. In the event that any such Class is
      resecuritized in a REMIC, the obligation under the 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 Offered Certificate.

     

    The
      REMIC
      Regular Interest corresponding to an Offered 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 Swap Notional Amount
      of the Swap Agreement to the aggregate Stated Principal Balance of the Mortgage
      Loans and (ii) any Swap Termination Payment will be treated as being payable
      solely from amounts otherwise payable to the Class CE Certificates. As a result
      of the foregoing, the amount of distributions and taxable income on the REMIC
      Regular Interest corresponding to an Offered Certificate may exceed the actual
      amount of distributions on the Offered Certificate.

     

    ARTICLE
      VI


    THE
      CERTIFICATES

     

    SECTION
      6.01.  The
      Certificates.

     

    (a)  The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Mortgage Loans and all other assets included in REMIC I, REMIC
      II and REMIC III.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-5. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust by the Securities Administrator
      by an
      authorized signatory. Certificates bearing the manual or facsimile signatures
      of
      individuals who were at any time the proper officers of the Securities
      Administrator shall bind the Trust, 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Servicer and,
      if the Trustee is not the Book-Entry Custodian, the Trustee, 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 Securities Administrator resigns or is removed in accordance
      with the terms hereof, the successor Securities Administrator or, 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.

     

    (c)  The
      Class
      CE Certificates and Class P Certificates will be issued as Definitive
      Certificates.

     

    (d)  The
      Trustee, the Servicer, the Securities Administrator, 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 Securities Administrator 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 Securities Administrator 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, (ii) the Depositor at its option advises the Securities
      Administrator in writing that it elects to terminate the book-entry system
      through the Depository or (iii) after the occurrence of a 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 Securities
      Administrator 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 Securities Administrator 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 Securities Administrator of the
      Book-Entry Certificates by the Book-Entry Custodian or the Depository, as
      applicable, the Securities Administrator shall cause the Definitive Certificates
      to be issued. Such Definitive Certificates will be issued in minimum
      denominations of $10,000 except that any beneficial ownership that was
      represented by a Book-Entry Certificate in an amount less than $10,000
      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 Servicer, the Master Servicer, the
      Securities Administrator 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 Securities Administrator, to the extent applicable with respect to such
      Definitive Certificates, and the Securities Administrator shall recognize the
      Holders of the Definitive Certificates as Certificateholders
      hereunder.

     

    SECTION
      6.02.  Registration
      of Transfer and Exchange of Certificates.

     

    (a)  The
      Securities Administrator shall cause to be kept at one of the offices or
      agencies to be appointed by the Securities Administrator in accordance with
      the
      provisions of Section 9.11, a Certificate Register for the Certificates in
      which, subject to such reasonable regulations as it may prescribe, the
      Securities Administrator shall provide for the registration of Certificates
      and
      of transfers and exchanges of Certificates as herein provided.

     

    (b)  No
      transfer of any 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, and 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 Class CE Certificate, Class P Certificate or
      Residual Certificate is to be made without registration or qualification (other
      than in connection with the initial transfer of any such Certificate by the
      Depositor), the Securities Administrator shall require receipt of: (i) if such
      transfer is purportedly being made in reliance upon Rule 144A under the
      Securities Act, written certifications from the Certificateholder desiring
      to
      effect the transfer and from such Certificateholder’s prospective transferee,
      substantially in the form attached hereto as Exhibit B-1; (ii) if such transfer
      is purportedly being made in reliance upon Rule 501(a) under the Securities
      Act,
      written certifications from the Certificateholder desiring to effect the
      transfer and from such Certificateholder’s prospective transferee, substantially
      in the form attached hereto as Exhibit B-2; and (iii) in all other cases, an
      Opinion of Counsel satisfactory to the Securities Administrator 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, the Master Servicer, the Securities Administrator or the Servicer),
      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. Neither of
      the
      Depositor nor the Securities Administrator is obligated to register or qualify
      any such Certificates under the Securities 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. Any
      Certificateholder desiring to effect the transfer of any such Certificate shall,
      and does hereby agree to, indemnify the Trustee, the Depositor, the Master
      Servicer, the Securities Administrator and the 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.

     

    (c)  No
      transfer of a Class CE Certificate, Class P Certificate or a Residual
      Certificate or any interest therein shall be made to any Plan, any Person
      acting, directly or indirectly, on behalf of any Plan or any Person acquiring
      such Certificates with “Plan Assets” of a Plan within the meaning of the
      Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan
      Assets”) unless the Securities Administrator is provided with an Opinion of
      Counsel on which the Depositor, the Master Servicer, the Securities
      Administrator, the Trustee and the Servicer may rely, which establishes to
      the
      satisfaction of the Securities Administrator that the purchase of such
      Certificates is permissible under applicable law, will not constitute or result
      in any prohibited transaction under ERISA or Section 4975 of the Code and will
      not subject the Depositor, the Servicer, the Trustee, the Master Servicer,
      the
      Securities Administrator 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 Servicer, the Trustee, the Master
      Servicer, the Securities Administrator, the Trust Fund. An Opinion of Counsel
      will not be required in connection with the initial transfer of any such
      Certificate by the Depositor to an affiliate of the Depositor (in which case,
      the Depositor or any affiliate thereof shall have deemed to have represented
      that such affiliate is not a Plan or a Person investing Plan Assets) and the
      Securities Administrator shall be entitled to conclusively rely upon a
      representation (which, upon the request of the Securities Administrator, shall
      be a written representation) from the Depositor of the status of such transferee
      as an affiliate of the Depositor.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of a Offered Certificate or any interest therein, shall be deemed to have
      represented, by virtue of its acquisition or holding of the Offered Certificate,
      or interest therein, that either (i) it is not a Plan or (ii)(A) it is an
      accredited investor within the meaning of Prohibited Transaction Exemption
      2002-41, as amended from time to time (the “Exemption”) and (B) the acquisition
      and holding of such Certificate and the separate right to receive payments
      from
      the Supplemental Interest Trust are eligible for the exemptive relief available
      under Prohibited Transaction Class Exemption (“PTCE”) 84-14 (for transactions by
      independent “qualified professional asset managers”), 91-38 (for transactions by
      bank collective investment funds), 90-1 (for transactions by insurance company
      pooled separate accounts), 95-60 (for transactions by insurance company general
      accounts) or 96-23 (for transactions effected by “in-house asset
      managers”).

     

    Each
      Transferee of a Mezzanine Certificate or any interest therein that is acquired
      after the termination of the Supplemental Interest Trust shall certify or will
      be deemed to have represented by virtue of its purchase or holding of such
      Certificate (or interest therein) that either (a) such Transferee is not a
      Plan
      or purchasing such Certificate with Plan Assets, (b) it has acquired and is
      holding such Certificate in reliance on Prohibited Transaction Exemption (“PTE”)
      94-84 59 Fed. Reg. 65400 (December 19, 1994) or Final Authorization Number
      (FAN)
      97-03E (December 9, 1996), as amended by PTE 97-34, 62 Fed. Reg. 39021 (July
      21,
      1997), PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) and PTE 2002-41,
      67
      Fed. Reg. 54487 (August 22, 2002), and that it understands that there are
      certain conditions to the availability of the such exemption including that
      such
      Certificate must be rated, at the time of purchase, not lower than “BBB-” (or
      its equivalent) by a Rating Agency or (c) the following conditions are
      satisfied: (i) such Transferee is an insurance company, (ii) the source of
      funds
      used to purchase or hold such Certificate (or interest therein) is an “insurance
      company general account” (as defined in PTCE 95-60), and (iii) the conditions
      set forth in Sections I and III of PTCE 95-60 have been satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      conditions described in this Section 6.02(c), the next preceding permitted
      beneficial owner will 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 certificate
      or
      interest therein was effected in violation of the conditions described in this
      Section 6.02(c) shall indemnify and hold harmless the Depositor, the Trustee,
      the Servicer, the Master Servicer, the Securities Administrator 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 Securities Administrator 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 Securities
      Administrator 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 Securities Administrator 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 B-3) from the proposed Transferee, in form
      and
      substance satisfactory to the Securities Administrator, 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 will endeavor to remain a
      Permitted Transferee, and that it has reviewed the provisions of this Section
      6.02(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 an authorized officer of the Securities Administrator
      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 B-2)
      to
      the Securities Administrator 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
      Securities Administrator 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
      Securities Administrator will 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 Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator 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 6.02(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 Securities Administrator 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 6.02(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 6.02(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 Securities Administrator 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 Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator 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
      Securities Administrator, and the Securities Administrator 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
      Securities Administrator 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 charged or collected by
      the
      Securities Administrator.

     

    (v)  The
      provisions of this Section 6.02(d) set forth prior to this subsection (v) may
      be
      modified, added to or eliminated, provided that there shall have been delivered
      to the Securities Administrator 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 will 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 Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will 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 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.

     

    (e)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator shall
      execute, 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 Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      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 Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing. In addition, with
      respect to each Class R Certificate, the holder thereof may exchange, in the
      manner described above, such Class R Certificate for three separate
      certificates, each representing such holder's respective Percentage Interest
      in
      the Class R-I Interest, the Class R-II Interest and the Class R-III Interest,
      respectively, in each case that was evidenced by the Class R Certificate being
      exchanged.

     

    (g)  No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Securities Administrator 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 Securities Administrator in accordance with its customary
      procedures.

     

    SECTION
      6.03.  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (i)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof,
      and
      (ii) there is delivered to the Securities Administrator such security or
      indemnity as may be required by it to save it harmless, then, in the absence
      of
      actual knowledge by the Securities Administrator that such Certificate has
      been
      acquired by a protected purchaser, the Securities Administrator, shall execute,
      authenticate 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 Securities Administrator 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 Securities Administrator) 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
      6.04.  Persons
      Deemed Owners.

     

    The
      Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
      Administrator 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 Servicer, the Trustee, the Master
      Servicer, the Securities Administrator or any agent of any of them shall be
      affected by notice to the contrary.

     

    SECTION
      6.05.  Certain
      Available Information.

     

    On
      or
      prior to the date of the first sale of any Class CE Certificate, Class P
      Certificate or Residual Certificate to an Independent third party, the Depositor
      shall provide to the Securities Administrator ten copies of any private
      placement memorandum or other disclosure document used by the Depositor in
      connection with the offer and sale of such Certificate. 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 Securities
      Administrator, the Depositor promptly shall inform the Securities Administrator
      of such event and shall deliver to the Securities Administrator ten copies
      of
      the private placement memorandum or disclosure document, as revised, amended
      or
      supplemented. The Securities Administrator shall maintain at its office as
      set
      forth in Section 12.05 hereof and shall make available free of charge during
      normal business hours for review by any Holder of a Certificate or any Person
      identified to the Securities Administrator as a prospective transferee of a
      Certificate, originals or copies of the following items: (i) in the case of
      a
      Holder or prospective transferee of a Class CE Certificate, Class P Certificate
      or Residual Certificate, the related private placement memorandum or other
      disclosure document relating to such Class of Certificates, in the form most
      recently provided to the Securities Administrator; 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 and (C) any copies of all Officers’ Certificates of the Servicer
      since the Closing Date delivered to the Master Servicer to evidence such
      Person’s determination that any P&I Advance or Servicing Advance was, or if
      made, would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing
      Advance. Copies and mailing of any and all of the foregoing items will be
      available from the Securities Administrator upon request at the expense of
      the
      Person requesting the same.

     

    ARTICLE
      VII


    THE
      DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

     

    SECTION
      7.01.  Liability
      of the Depositor, the Servicer and the Master Servicer.

     

    The
      Depositor, the Servicer and the Master Servicer each shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      by this Agreement upon them in their respective capacities as Depositor,
      Servicer and Master Servicer and undertaken hereunder by the Depositor, the
      Servicer and the Master Servicer herein.

     

    SECTION
      7.02.  Merger
      or
      Consolidation of the Depositor, the Servicer or the Master Servicer. 

     

    Subject
      to the following paragraph, the Depositor will 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
      Servicer will keep in full effect its existence, rights and franchises as a
      limited liability company under the laws of the jurisdiction of its formation.
      Subject to the following paragraph, the Master Servicer will keep in full effect
      its existence, rights and franchises as a national banking association. The
      Depositor, the Servicer and the Master Servicer each will obtain and preserve
      its qualification to do business as a foreign entity 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, the Servicer 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, the Servicer or the Master Servicer shall be a party,
      or
      any Person succeeding to the business of the Depositor, the Servicer or the
      Master Servicer, shall be the successor of the Depositor, the Servicer 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 any
      successor to the Servicer or the Master Servicer shall meet the eligibility
      requirements set forth in clauses (i) and (iii) of the last paragraph of Section
      8.02(a) or Section 7.06, as applicable.

     

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

     

    None
      of
      the Depositor, the Servicer, the Securities Administrator, the Master Servicer
      or any of the directors, officers, employees or agents of the Depositor, the
      Servicer 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 Servicer, the Securities Administrator, the Master Servicer
      or
      any such person against any breach of warranties, representations or covenants
      made herein or against any specific liability imposed on any such Person
      pursuant hereto or against any liability which would otherwise be imposed by
      reason of willful misfeasance, bad faith or gross negligence in the performance
      of duties or by reason of reckless disregard of obligations and duties
      hereunder. The Depositor, the Servicer, the Securities Administrator, the Master
      Servicer and any director, officer, employee or agent of the Depositor, the
      Servicer, the Securities Administrator and the Master Servicer 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 Servicer, the Securities Administrator, the Master Servicer and any
      director, officer, employee or agent of the Depositor, the Servicer, the
      Securities Administrator 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, the Certificates
      or
      any Credit Risk Management Agreement or any loss, liability or expense incurred
      other than by reason of willful misfeasance, bad faith or gross negligence
      in
      the performance of duties hereunder or by reason of reckless disregard of
      obligations and duties hereunder. None of the Depositor, the Servicer, the
      Securities Administrator 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 Servicer, the Securities Administrator 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, 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 gross 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 Servicer, the
      Securities Administrator and the Master Servicer shall be entitled to be
      reimbursed therefor from the Collection Account or the Distribution Account
      as
      and to the extent provided in Article III and Article IV, any such right of
      reimbursement being prior to the rights of the Certificateholders to receive
      any
      amount in the Collection Account and the Distribution Account.

     

    Notwithstanding
      anything to the contrary contained herein, the Servicer shall not be liable
      for
      any actions or inactions prior to the Cut-off Date of any prior servicer of
      the
      related Mortgage Loans and the Master Servicer shall not be liable for any
      action or inaction of the Servicer, except to the extent expressly provided
      herein, or the Credit Risk Management Agreement.

     

    SECTION
      7.04.  Limitation
      on Resignation of the Servicer.

     

    (a)  Except
      as
      expressly provided herein, the Servicer shall neither assign all or
      substantially all of its rights under this Agreement or the servicing hereunder
      nor delegate all or substantially all of its duties hereunder nor sell or
      otherwise dispose of all or substantially all of its property or assets without,
      in each case, the prior written consent of the Master Servicer, which consent
      shall not be unreasonably withheld; provided, that in each case, there must
      be
      delivered to the Trustee and the Master Servicer a letter from each Rating
      Agency to the effect that such transfer of servicing or sale or disposition
      of
      assets will not result in a qualification, withdrawal or downgrade of the
      then-current rating of any of the Certificates (the “Rating Condition”).
      Notwithstanding the foregoing, the Servicer, without the consent of the Trustee
      or the Master Servicer, may retain third-party contractors to perform certain
      servicing and loan administration functions, including without limitation hazard
      insurance administration, tax payment and administration, flood certification
      and administration, collection services and similar functions, provided,
      however, that the retention of such contractors by the Servicer shall not limit
      the obligation of the Servicer to service the related Mortgage Loans pursuant
      to
      the terms and conditions of this Agreement. The 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)
      upon the Servicer’s written proposal of a successor servicer reasonably
      acceptable to each of the Sponsor, the Depositor and the Master Servicer. No
      such resignation under clause (i) above shall become effective unless evidenced
      by an Opinion of Counsel to such effect obtained at the expense of the Servicer
      and delivered to the Trustee and the Rating Agencies. No such resignation of
      the
      Servicer under clause (ii) shall be effective unless:

     

    (i)  the
      proposed successor Servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed successor
      Servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RPS2” by Fitch or a rating of at least “SQ2” by
      Moody’s;

     

    (ii)  the
      Rating Agencies have confirmed to the Trustee that the appointment of the
      proposed successor servicer as the servicer under this Agreement will not result
      in the reduction or withdrawal of the then current ratings of any of the
      Certificates; and

     

    (iii)  the
      proposed successor servicer has a net worth of at least
      $25,000,000.

     

    Notwithstanding
      anything to the contrary, no resignation of the Servicer shall become effective
      until the Master Servicer or a successor servicer shall have assumed the
      Servicer’s responsibilities, duties, liabilities (other than those liabilities
      arising prior to the appointment of such successor) and obligations under this
      Agreement.

     

    (b)  Except
      as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by the Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, that as provided in Section 3.02, no
      Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto
      shall not be required to recognize any Sub-Servicer as an indemnitee under
      this
      Agreement.

     

    (c)  Notwithstanding
      anything to the contrary herein, the Servicer may pledge or assign as collateral
      all its rights, title and interest under this Agreement to a lender (the
“Servicing Rights Lender”) and allow such Servicing Rights Lender (i) to cause
      the transfer of servicing to a successor Servicer that meets the Rating
      Condition if the Servicer defaults under its agreements with the Servicing
      Rights Lender and (ii) upon an Event of Default and receipt of notice of
      termination by the Servicer, the Servicing Rights Lender may direct the Servicer
      or its designee to appoint a successor Servicer pursuant to the provisions,
      and
      subject to the conditions set forth in Section 8.02 regarding the Servicer’s
      appointment of a successor Servicer, provided, that:

     

    (i)  the
      Servicing Rights Lender’s rights are subject to this Agreement; and

     

    (ii)  the
      Servicer shall remain subject to termination as servicer under this Agreement
      pursuant to the terms hereof.

     

    SECTION
      7.05.  Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to 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 Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.06 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.

     

    SECTION
      7.06.  Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accept in writing such assignment
      and delegation and assume the obligations of the Master Servicer hereunder
      (a)
      shall have a net worth of not less than $25,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning and selling the master servicing shall deliver to
      the
      Trustee an Officer’s Certificate and an Opinion of Independent counsel, each
      stating that all conditions precedent to such action under this Agreement have
      been completed and such action is permitted by and complies with the terms
      of
      this Agreement. No such assignment or delegation shall affect any liability
      of
      the Master Servicer arising out of acts or omissions prior to the effective
      date
      thereof.

     

    SECTION
      7.07.  Rights
      of
      the Depositor in Respect of the Servicer and the Master Servicer.

     

    Each
      of
      the Master Servicer and the Servicer shall afford (and any Sub-Servicing or
      Sub-Contracting Agreement shall provide that each Sub-Servicer or Subcontractor,
      as applicable shall afford) the Depositor and the Trustee, upon reasonable
      notice, during normal business hours, access to all records maintained by the
      Master Servicer or the Servicer (and any such Sub-Servicer or Subcontractor,
      as
      applicable) in respect of the Servicer’s rights and obligations hereunder and
      access to officers of the Master Servicer or the Servicer (and those of any
      such
      Sub-Servicer or Subcontractor, as applicable) responsible for such obligations,
      and the Master Servicer shall have access to all such records maintained by
      the
      Servicer and any Sub-Servicers or Subcontractors. Upon request, each of the
      Master Servicer and the Servicer shall furnish to the Depositor and the Trustee
      its (and any such Sub-Servicer’s or Subcontractor’s) most recent financial
      statements and such other information relating to the Master Servicer’s or the
      Servicer’s capacity to perform its obligations under this Agreement as it
      possesses (and that any such Sub-Servicer or Subcontractor possesses). To the
      extent that the Master Servicer or the Servicer informs the Depositor and the
      Trustee that such information is not otherwise available to the public, the
      Depositor and the Trustee shall not disseminate any information obtained
      pursuant to the preceding two sentences without the Master Servicer’s or the
      Servicer’s written consent, except as required pursuant to this Agreement or to
      the extent that it is appropriate to do so (i) to its legal counsel, auditors,
      taxing authorities or other governmental agencies and the Certificateholders,
      (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
      or
      decree of any court or governmental authority having jurisdiction over the
      Depositor and the Trustee or the Trust Fund, and in any case, the Depositor
      or
      the Trustee, (iii) disclosure of any and all information that is or becomes
      publicly known, or information obtained by the Trustee from sources other than
      the Depositor, the Servicer or the Master Servicer, (iv) disclosure as required
      pursuant to this Agreement or (v) disclosure of any and all information (A)
      in
      any preliminary or final offering circular, registration statement or contract
      or other document pertaining to the transactions contemplated by the Agreement
      approved in advance by the Depositor, the Servicer or the Master Servicer or
      (B)
      to any affiliate, independent or internal auditor, agent, employee or attorney
      of the Trustee having a need to know the same, provided that the Trustee advises
      such recipient of the confidential nature of the information being disclosed,
      shall use its best efforts to assure the confidentiality of any such
      disseminated non-public information. Nothing in this Section 7.07 shall limit
      the obligation of the Servicer to comply with any applicable law prohibiting
      disclosure of information regarding the Mortgagors and the failure of the
      Servicer to provide access as provided in this Section 7.07 as a result of
      such
      obligation shall not constitute a breach of this Section. Nothing in this
      Section 7.07 shall require the Servicer to collect, create, collate or otherwise
      generate any information that it does not generate in its usual course of
      business. The Servicer shall not be required to make copies of or ship documents
      to any party unless provisions have been made for the reimbursement of the
      costs
      thereof. The Depositor may, but is not obligated to, enforce the obligations
      of
      the Master Servicer and the 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 or the Servicer under this Agreement or exercise the
      rights of the Master Servicer or the Servicer under this Agreement; provided
      that neither the Master Servicer nor the Servicer shall 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 or the
      Servicer and is not obligated to supervise the performance of the Master
      Servicer or the Servicer under this Agreement or otherwise.

     

    SECTION
      7.08.  Duties
      of
      the Credit Risk Manager. 

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      to the Credit Risk Manager pursuant to the Credit Risk Management Agreements,
      and the Credit Risk Manager shall look solely to the Servicer and/or Master
      Servicer for all information and data (including loss and delinquency
      information and data) relating to the servicing of the related Mortgage Loans.
      Upon any termination of the Credit Risk Manager or the appointment of a
      successor Credit Risk Manager, the Depositor shall give written notice thereof
      to the Servicer, the Master Servicer, the Securities Administrator, the Trustee,
      and each Rating Agency. Notwithstanding the foregoing, the termination of the
      Credit Risk Manager pursuant to this Section shall not become effective until
      the appointment of a successor Credit Risk Manager. 

     

    SECTION
      7.09.  Limitation
      Upon Liability of the Credit Risk Manager. 

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      or
      the Depositor for any action taken or for refraining from the taking of any
      action made in good faith pursuant to this Agreement, in reliance upon
      information provided by the Servicer or the Master Servicer under the related
      Credit Risk Management Agreement, or for errors in judgment; provided, however,
      that this provision shall not protect the Credit Risk Manager or any such person
      against liability that would otherwise be imposed by reason of willful
      malfeasance or bad faith in its performance of its duties. The Credit Risk
      Manager and any director, officer, employee, or agent of the Credit Risk Manager
      may rely in good faith on any document of any kind prima facie properly executed
      and submitted by any Person respecting any matters arising hereunder, and may
      rely in good faith upon the accuracy of information furnished by the Servicer
      or
      the Master Servicer pursuant to the related Credit Risk Management Agreement
      in
      the performance of its duties thereunder and hereunder.

     

    SECTION
      7.10.  Removal
      of the Credit Risk Manager.

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
      exercise of its or their sole discretion. The Certificateholders shall provide
      written notice of the Credit Risk Manager’s removal to the Trustee. Upon receipt
      of such notice, the Trustee shall provide written notice to the Credit Risk
      Manager of its removal, which shall be effective upon receipt of such notice
      by
      the Credit Risk Manager, with a copy to the Securities Administrator and the
      Master Servicer.

     

    ARTICLE
      VIII


    DEFAULT

     

    SECTION
      8.01.  Servicer
      Events of Default.

     

    (a)  “Servicer
      Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i)  any
      failure by the Servicer to remit to the Securities Administrator for
      distribution to the Certificateholders any payment (other than a P&I Advance
      required to be made from its own funds on any Servicer Remittance Date pursuant
      to Section 5.03) required to be made by the Servicer under the terms of the
      Certificates and this Agreement which continues unremedied for a period of
      one
      Business Day after the date upon which written notice of such failure, requiring
      the same to be remedied, shall have been given to the Servicer by the Depositor
      or the Trustee (in which case notice shall be provided by telecopy), or to
      the
      Servicer, the Depositor and the Trustee by the Holders of Certificates entitled
      to at least 25% of the Voting Rights; or

     

    (ii)  any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      contained in this Agreement, or the material breach by the Servicer of any
      representation and warranty contained in Section 2.05, which continues
      unremedied for a period of thirty (30) days after the date on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given
      to the Servicer by the Depositor or the Trustee or to the Servicer, the
      Depositor and the Trustee by the Holders of Certificates entitled to at least
      25% of the Voting Rights; provided, however, that in the case of a failure
      that
      cannot be cured within thirty (30) days, the cure period may be extended for
      an
      additional thirty (30) days if the Servicer can demonstrate to the reasonable
      satisfaction of the Trustee that the Servicer is diligently pursuing remedial
      action; 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, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Servicer and
      such decree or order shall have remained in force undischarged or unstayed
      for a
      period of ninety (90) days; or

     

    (iv)  the
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    (v)  the
      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;

     

    (vi)  failure
      by the Servicer to duly perform, within the required time period, its
      obligations under Sections 3.17, 3.18 or 3.20; or 

     

    (vii)  any
      failure of the Servicer to make any P&I Advance on any Servicer Remittance
      Date required to be made from its own funds pursuant to Section 5.03 which
      continues unremedied until 3:00 p.m. New York time on the Business Day
      immediately following the Servicer Remittance Date; or

     

    (viii)  failure
      of the Servicer to maintain at least an “average” rating from the Rating
      Agencies.

     

    If
      a
      Servicer Event of Default described in clauses (i) through (vi) or (viii) of
      this Section shall occur, then, and in each and every such case, so long as
      such
      Servicer Event of Default shall not have been remedied, the Depositor or the
      Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the defaulting Servicer (and to the Depositor if given by the Trustee
      or to the Trustee if given by the Depositor) with a copy to the Master Servicer
      and each Rating Agency, terminate all of the rights and obligations of the
      defaulting Servicer in its capacity as Servicer under this Agreement, to the
      extent permitted by law, and in and to the Mortgage Loans and the proceeds
      thereof. If a Servicer Event of Default described in clause (vii) hereof shall
      occur, the Trustee shall, by notice in writing to the defaulting Servicer,
      the
      Depositor and the Master Servicer, terminate all of the rights and obligations
      of the defaulting Servicer in its capacity as Servicer under this Agreement
      and
      in and to the Mortgage Loans and the proceeds thereof. Subject to Section 8.02,
      on or after the receipt by the defaulting Servicer of such written notice,
      all
      authority and power of the defaulting 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 Master
      Servicer pursuant to and under this Section, and, without limitation, the Master
      Servicer is hereby authorized and empowered, as attorney-in-fact or otherwise,
      to execute and deliver, on behalf of and at the expense of the defaulting
      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
      defaulting Servicer agrees promptly (and in any event no later than ten (10)
      Business Days subsequent to such notice) to provide the Master Servicer with
      all
      documents and records requested by it to enable it to assume the defaulting
      Servicer’s functions under this Agreement, and to cooperate with the Master
      Servicer in effecting the termination of the defaulting Servicer’s
      responsibilities and rights under this Agreement, including, without limitation,
      the transfer within one (1) Business Day to the Master Servicer for
      administration by it of all cash amounts which at the time shall be or should
      have been credited by the defaulting Servicer to the Collection Account held
      by
      or on behalf of the defaulting Servicer or thereafter be received with respect
      to the related Mortgage Loans or any related REO Property (provided, however,
      that the defaulting 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 P&I Advances, Servicing Advances,
      accrued and unpaid Servicing Fees or otherwise, and shall continue to be
      entitled to the benefits of Section 7.03, notwithstanding any such termination,
      with respect to events occurring prior to such termination). Reimbursement
      of
      unreimbursed P&I Advances, Servicing Advances and accrued and unpaid
      Servicing Fees shall be made on a first in, first out (“FIFO”) basis no later
      than the Servicer Remittance Date. For purposes of this Section 8.01(a), the
      Trustee shall not be deemed to have knowledge of a 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 of any event which is in fact such a Servicer Event of Default is
      received by the Trustee at its Corporate Trust Office and such notice references
      the Certificates, the Trust or this Agreement. The Trustee shall promptly notify
      the Master Servicer and the Rating Agencies of the occurrence of a Servicer
      Event of Default of which it has knowledge as provided above.

     

    The
      Master Servicer shall be entitled to be reimbursed by the defaulting Servicer
      (or from amounts on deposit in the Distribution Account if the defaulting
      Servicer is unable to fulfill its obligations hereunder) for all reasonable
      out-of-pocket or third party costs associated with the transfer of servicing
      from the defaulting Servicer, including without limitation, any reasonable
      out-of-pocket or third party 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 Master Servicer to correct any
      errors or insufficiencies in the servicing data or otherwise to enable the
      Master Servicer to service the Mortgage Loans properly and effectively, upon
      presentation of reasonable documentation of such costs and
      expenses.

     

    (b)  “Master
      Servicer Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.04, which
      continues unremedied for a period of 30 days after the date on which written
      notice of such failure, or after such other period as set forth in this
      Agreement, 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 Holders of Certificates entitled to at least
      25% of the Voting Rights; or

     

    (ii)  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, marshalling
      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 such decree or order shall have remained in force undischarged or unstayed
      for a period of 90 days; or

     

    (iii)  the
      Master Servicer shall consent to the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    (iv)  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

     

    (v)  failure
      by the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 4.15, 4.16, 4.17 or 4.18.

     

    If
      a
      Master Servicer Event of Default 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 or the Trustee may, and at the written direction of
      the
      Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee
      shall, by notice in writing to the Master Servicer (and to the Depositor if
      given by the Trustee or to the Trustee if given by the Depositor) with a copy
      to
      each Rating Agency, 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.
      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 including, without limitation, the compensation
      payable to the Master Servicer under this Agreement, 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 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 (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 and shall continue to be entitled to the benefits of Section 7.03,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). For purposes of this Section 8.01(b), 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
      of
      any event which is in fact such a Master Servicer Event of Default is received
      by the Trustee and such notice references the Certificates, the Trust or this
      Agreement. The Trustee shall promptly notify the Rating Agencies of the
      occurrence of a Master Servicer Event of Default of which it has knowledge
      as
      provided above.

     

    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 (and, if
      applicable, the Securities Administrator) in its capacity as Master Servicer
      (and, if applicable, the Securities Administrator) under this Agreement and
      the
      transactions set forth or provided for herein, and all the responsibilities,
      duties and liabilities relating thereto and arising thereafter shall be assumed
      by the Trustee (except for any representations or warranties of the Master
      Servicer under this Agreement, the responsibilities, duties and liabilities
      contained in Section 2.03 and the obligation to deposit amounts in respect
      of
      losses pursuant to Section 3.10) by the terms and provisions hereof including,
      without limitation, but subject to the Master Servicer’s and Trustee’s
      determination of recoverability, the Master Servicer’s obligations to make
      P&I Advances no later than each Distribution Date pursuant to Section 5.03;
      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 P&I Advances pursuant to Section
      5.03; 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 8.01 shall not be considered a default by the Trustee as
      successor to the Master Servicer hereunder and neither the Trustee nor any
      other
      successor master servicer shall be liable for any acts or omissions of the
      terminated servicer. As compensation therefor, the Trustee shall be entitled
      to
      the Master Servicing Fee and all funds relating to the Loans, investment
      earnings on the Distribution Account and all other remuneration to which the
      Master Servicer would have been entitled if it had continued to act
      hereunder.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer, appointment of a successor Master Servicer or the transfer
      and assumption of the master servicing by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer as a result of a Master Servicer Event of Default and (ii)
      all
      costs and expenses associated with the complete transfer of the master
      servicing, including all servicing files and all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the successor Master Servicer to correct any errors or insufficiencies in
      the
      servicing data or otherwise to enable the successor Master Servicer to master
      service the Mortgage Loans in accordance with this Agreement) are not fully
      and
      timely reimbursed by the terminated Master Servicer, the Trustee shall be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account. 

     

    Notwithstanding
      the foregoing, the Trustee may, if it shall be unwilling to continue to act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf, any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $25,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer.

     

    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.

     

    SECTION
      8.02.  Master
      Servicer to Act; Appointment of Successor.

     

    (a)  Subject
      to the following paragraph, on and after the time the Servicer receives a notice
      of termination, the Master Servicer shall be the successor in all respects
      to
      the Servicer in its capacity as the Servicer under this Agreement and the
      transactions set forth or provided for herein, and all the responsibilities,
      duties and liabilities relating thereto and arising thereafter shall be assumed
      by the Master Servicer (except for any representations or warranties of the
      Servicer under this Agreement, the responsibilities, duties and liabilities
      contained in Section 2.03 and the obligation to deposit amounts in respect
      of
      losses pursuant to Section 3.10(b)) by the terms and provisions hereof
      including, without limitation, the Servicer’s obligations to make P&I
      Advances pursuant to Section 5.03 of this Agreement; provided, however, that
      if
      the Master Servicer is prohibited by law or regulation from obligating itself
      to
      make advances regarding delinquent mortgage loans, then the Master Servicer
      shall not be obligated to make P&I Advances pursuant to Section 5.03 of this
      Agreement; and provided further, that any failure to perform such duties or
      responsibilities caused by the Servicer’s failure to provide information
      required by Section 8.01 shall not be considered a default by the Master
      Servicer as successor to the Servicer hereunder; provided, however, that (1)
      it
      is understood and acknowledged by the parties hereto that there will be a period
      of transition (not to exceed 120 days) before the actual servicing functions
      can
      be fully transferred to the Master Servicer or any successor servicer appointed
      in accordance with the following provisions and (2) any failure to perform
      such
      duties or responsibilities caused by the Servicer’s failure to provide
      information required by Section 8.01 of this Agreement shall not be considered
      a
      default by the Master Servicer as successor to the Servicer. As compensation
      therefor, the Master Servicer shall be entitled to the Servicing Fee and all
      funds relating to the Mortgage Loans to which the terminated Servicer would
      have
      been entitled if it had continued to act hereunder. Notwithstanding the above
      and subject to the immediately following paragraph, the Master Servicer may,
      if
      it shall be unwilling to so act, or shall, if it is unable to so act promptly
      appoint or petition a court of competent jurisdiction to appoint, a Person
      that
      satisfies the eligibility criteria set forth below as the successor to the
      terminated Servicer under this Agreement in the assumption of all or any part
      of
      the responsibilities, duties or liabilities of the terminated Servicer under
      this Agreement.

     

    Notwithstanding
      any provision in this Agreement to the contrary, for a period of 30 days
      following the date on which the Servicer shall have received a notice of
      termination pursuant to Section 8.01 of this Agreement, the Servicer or its
      designee may appoint a successor Servicer that satisfies the eligibility
      criteria of a successor Servicer set forth below, which appointment shall be
      subject to the consent of the Depositor, the Sponsor, the Master Servicer,
      and
      the Trustee, which consent shall not be unreasonably withheld or delayed;
      provided that such successor Servicer agrees to fully effect the servicing
      transfer within 120 days following the termination of the Servicer and to make
      all P&I Advances that would otherwise be made by the Master Servicer under
      Section 8.01 as of the date of such appointment, and to reimburse the Master
      Servicer for any unreimbursed P&I Advances they have made and any
      reimbursable expenses that they may have incurred in connection with this
      Section 8.02. Any proceeds received in connection with the appointment of such
      successor Servicer shall be the property of the Servicer or its designee. This
      30-day period shall terminate immediately (i) at the close of business on the
      second Business Day of such 30-day period if (A) the Servicer was terminated
      because of an Event of Default described in Section 8.01(a)(vii) for failing
      to
      make a required P&I Advance, and (B) the Servicer shall have failed to make
      (or cause to be made) such P&I Advance, or shall fail to reimburse (or cause
      to be reimbursed) the Master Servicer for a P&I Advance made by the Master
      Servicer, by the close of business on such second Business Day, or (ii) at
      the
      close of business on the second Business Day following the date (if any) during
      such 30-day period on which a P&I Advance is due to be made, if the Servicer
      shall have failed to make (or caused to be made) such P&I Advance, or the
      Servicer shall have failed to reimburse (or cause to be reimbursed) the Master
      Servicer for such P&I Advance, by the close of business on such second
      Business Day; provided, that such 30-day period shall only be terminated to
      the
      extent that the Servicing Rights Lender has received notice of such failure
      from
      the Master Servicer and the Servicing Rights Lender has not cured or caused
      the
      cure of such failure within two (2) Business Days following receipt of notice,
      provided, however, that such notice requirement shall only be applicable to
      the
      extent that the Master Servicer has been provided with the written address
      and
      contact information for the Servicing Rights Lender.

     

    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee or the Master
      Servicer be liable for any Servicing Fee or for any differential in the amount
      of the Servicing Fee paid hereunder and the amount necessary to induce any
      successor servicer to act as successor servicer under this Agreement and the
      transactions set forth or provided for herein.

     

    Any
      successor servicer appointed under this Agreement must (i) be an established
      mortgage loan servicing institution that is a Fannie Mae and Freddie Mac
      approved seller/servicer, (ii) be approved by each Rating Agency by a written
      confirmation from each Rating Agency that the appointment of such successor
      servicer would not result in the reduction or withdrawal of the then current
      ratings of any outstanding Class of Certificates, (iii) have a net worth of
      not
      less than $25,000,000 and (iv) assume all the responsibilities, duties or
      liabilities of the Servicer (other than liabilities of the Servicer hereunder
      incurred prior to termination of the Servicer under Section 8.01 herein) under
      this Agreement as if originally named as a party to this Agreement.

     

    (b)  (1)
      All
      servicing transfer costs (including, without limitation, servicing transfer
      costs of the type described in Section 8.02(a) and incurred by the Trustee,
      the
      Master Servicer and any successor servicer under paragraph (b)(2) below) in
      connection with the termination of the Servicer shall be paid by the terminated
      Servicer upon presentation of reasonable documentation of such costs, and if
      such predecessor or initial Servicer, as applicable, defaults in its obligation
      to pay such costs, the successor servicer, the Master Servicer and the Trustee
      shall be entitled to reimbursement therefor from the assets of the Trust
      Fund.

     

    (2)
      No
      appointment of a successor to the Servicer under this Agreement shall be
      effective until the assumption by the successor of all of the 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 the
      Mortgage Loans as it and such successor shall agree; provided, however, that
      no
      such compensation shall be in excess of that permitted the 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 Servicer under this
      Agreement, the Master Servicer shall act in such capacity as hereinabove
      provided.

     

    SECTION
      8.03.  Notification
      to Certificateholders.

     

    (a)  Upon
      any
      termination of the Servicer or the Master Servicer pursuant to Section 8.01(a)
      or (b) or any appointment of a successor to the Servicer or the Master Servicer
      pursuant to Section 8.02, the Trustee shall give prompt written notice thereof
      to the Certificateholders at their respective addresses appearing in the
      Certificate Register.

     

    (b)  Not
      later
      than the later of sixty (60) days after the occurrence of any event, which
      constitutes or which, with notice or lapse of time or both, would constitute
      a
      Servicer Event of Default or a Master Servicer Event of Default or five (5)
      days
      after a Responsible Officer of the Trustee becomes aware of the occurrence
      of
      such an event, the Trustee shall transmit by mail to all Holders of Certificates
      notice of each such occurrence, unless such default or Servicer Event of Default
      or Master Servicer Event of Default shall have been cured or
      waived.

     

    SECTION
      8.04.  Waiver
      of
      Events of Default.

     

    The
      Holders representing at least 66% of the Voting Rights evidenced by all Classes
      of Certificates affected by any default, Servicer Event of Default or Master
      Servicer Event of Default hereunder may waive such default, Servicer Event
      of
      Default or Master Servicer Event of Default; provided, however, that a Servicer
      Event of Default under clause (i) or (vii) of Section 8.01(a) may be waived
      only
      by all of the Holders of the Regular Certificates. Upon any such waiver of
      a
      default, Servicer Event of Default or Master Servicer Event of Default, such
      default, Servicer Event of 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,
      Servicer Event of Default or Master Servicer Event of Default or impair any
      right consequent thereon except to the extent expressly so waived.

     

    ARTICLE
      IX


    CONCERNING
      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    SECTION
      9.01.  Duties
      of
      Trustee and Securities Administrator.

     

    The
      Trustee, prior to the occurrence of a Master Servicer Event of Default and
      after
      the curing or waiver of all Master Servicer Events of Default which may have
      occurred, and the Securities Administrator each undertake to perform such duties
      and only such duties as are specifically set forth in this Agreement as duties
      of the Trustee and the Securities Administrator, respectively. During the
      continuance of 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 its 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.

     

    Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    The
      Trustee shall promptly remit to the Servicer any complaint, claim, demand,
      notice or other document (collectively, the “Notices”) delivered to the Trustee
      as a consequence of the assignment of any Mortgage Loan hereunder and relating
      to the servicing of the Mortgage Loans; provided than any such notice (i) is
      delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Securities Administrator 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 or
      waiver of all such Master Servicer Events of Default which may have occurred
      with respect to the Trustee and at all times with respect to the Securities
      Administrator, the duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Agreement, neither the Trustee nor
      the
      Securities Administrator shall 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 or the Securities Administrator and, in the absence of bad faith on
      the
      part of the Trustee or the Securities Administrator, respectively, the Trustee
      or the Securities Administrator, respectively, 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 or the Securities
      Administrator, respectively, that conform to the requirements of this
      Agreement;

     

    (ii)  Neither
      the Trustee nor the Securities Administrator shall be liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible Officers
      of
      the Trustee or an officer or officers of the Securities Administrator,
      respectively, unless it shall be proved that the Trustee or the Securities
      Administrator, respectively, was negligent in ascertaining the pertinent facts;
      and

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be 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 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 the Securities
      Administrator or exercising any trust or power conferred upon the Trustee or
      the
      Securities Administrator under this Agreement.

     

    SECTION
      9.02.  Certain
      Matters Affecting Trustee and Securities Administrator.

     

    (a)  Except
      as
      otherwise provided in Section 9.01:

     

    (i)  Before
      taking any action hereunder, the Trustee and the Securities Administrator 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 and the Securities Administrator may consult with counsel of its
      selection and any advice of such counsel or 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
      advice or Opinion of Counsel;

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall 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, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Securities Administrator, as the case may be,
      reasonable security or indemnity 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)  Neither
      the Trustee nor the Securities Administrator shall be 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 or waiver of all Master Servicer Events of Default which may have
      occurred with respect to the Trustee and at all times with respect to the
      Securities Administrator, neither the Trustee nor the Securities Administrator
      shall 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 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 or the Securities Administrator 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 or the Securities Administrator,
      as applicable, not reasonably assured to the Trustee or the Securities
      Administrator by such Certificateholders, the Trustee or the Securities
      Administrator, as applicable, may require reasonable indemnity satisfactory
      to
      it against such expense, or liability from such Certificateholders 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 the Trustee
      shall not be responsible for any misconduct or negligence on the part of any
      agent or attorney appointed with due care by it hereunder;

     

    (vii)  The
      Trustee shall not be liable for any loss resulting from (a) the investment
      of
      funds held in the Collection Account, (b) the investment of funds held in the
      Distribution Account, (c) the investment of funds held in the Reserve Fund
      or
      (d) the redemption or sale of any such investment as therein
      authorized;

     

    (viii)  The
      Trustee shall not be deemed to have notice of any default, Master Servicer
      Event
      of Default or Servicer Event of Default unless a Responsible Officer of the
      Trustee has actual knowledge thereof or unless written notice of any event
      which
      is in fact such a default is received by a Responsible Officer of the Trustee
      at
      the Corporate Trust Office of the Trustee, and such notice references the
      Certificates and this Agreement;

     

    (ix)  The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, each agent, custodian and other Person employed to
      act
      hereunder; and

     

    (x)  Should
      the Trustee deem the nature of any action required on its part to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions.

     

    (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 its name for the benefit of all the Holders of
      such
      Certificates, subject to the provisions of this Agreement.

     

    (c)  The
      Depositor hereby directs the Trustee and the Trustee is hereby empowered under
      this Agreement to execute the Swap Agreement on behalf of the Supplemental
      Interest Trust in the form presented to it by the Swap Provider and shall have
      no responsibility for the contents of the Swap Agreement, including, without
      limitation, the representations and warranties contained therein. Any funds
      payable by the Securities Administrator on behalf of the Supplemental Interest
      Trust under the Swap Agreement shall be paid from funds of the Supplemental
      Interest Trust in accordance with the terms and provisions of the Swap
      Agreement. Notwithstanding anything to the contrary contained herein or in
      the
      Swap Agreement, the Securities Administrator shall not be required to make
      any
      payments from its own funds to the counterparty under the Swap Agreement. The
      Trustee is hereby directed by the Depositor to execute the Cap Contracts on
      behalf of the Trust Fund in the form presented to it by the Depositor and shall
      have no responsibility for the contents of the Cap Contracts, including, without
      limitation, the representations and warranties contained therein. Any funds
      payable by the Trustee under the Cap Contracts at closing shall be paid by
      the
      Depositor. Notwithstanding anything to the contrary contained herein or in
      the
      Cap Contracts, the Trustee shall not be required to make any payments to the
      Cap
      Counterparty under the Cap Contracts.

     

    (d)  None
      of
      the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
      the Depositor, the Custodians or the Trustee shall be responsible for the acts
      or omissions of the others or the Swap Provider, it being understood that this
      Agreement shall not be construed to render those partners joint venturers or
      agents of one another.

     

    SECTION
      9.03.  Trustee
      and Securities Administrator not Liable for Certificates or Mortgage
      Loans.

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgments of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12) shall
      be
      taken as the statements of the Depositor and neither the Trustee nor the
      Securities Administrator assumes any responsibility for their correctness.
      Neither the Trustee nor the Securities Administrator makes any representations
      or warranties as to the validity or sufficiency of this Agreement (other than
      as
      specifically set forth in Section 9.12), the Swap Agreement or of the
      Certificates (other than the signature of the Securities Administrator and
      authentication of the Securities Administrator on the Certificates) or of any
      Mortgage Loan or related document. The Trustee and the Securities Administrator
      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 Servicer, other than with respect to the Securities Administrator any
      funds held by it or on behalf of the Trustee in accordance with Section 3.24
      and
      3.25.

     

    SECTION
      9.04.  Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      any
      other capacity may become the owner or pledgee of Certificates and may transact
      business with other interested parties and their Affiliates with the same rights
      it would have if it were not Trustee or the Securities
      Administrator.

     

    SECTION
      9.05.  Fees
      and
      Expenses of Trustee, Custodians and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder, of Wells Fargo as
      the
      Custodian under the Wells Fargo Custodial Agreement and of DBNTC as the
      Custodian under the DBNTC Custodial Agreement shall be paid in accordance with
      a
      side letter agreement with the Master Servicer and at the sole expense of the
      Master Servicer. In addition, the Trustee, the Securities Administrator, the
      Custodians and any director, officer, employee or agent of the Trustee, the
      Securities Administrator and the Custodians shall be indemnified by the Trust
      and held harmless against any loss, liability or expense (including reasonable
      attorney’s fees and expenses) incurred by the Trustee, the Custodians or the
      Securities Administrator 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 respective obligations and duties under
      this Agreement, including the Swap Agreement and any and all other agreements
      related hereto, other than any loss, liability or expense, as applicable (i)
      for
      which the Trustee is indemnified by the Master Servicer or the Servicer, (ii)
      that constitutes a specific liability of the Trustee or the Securities
      Administrator pursuant to Section 11.01(g) or (iii) any loss, liability or
      expense incurred by reason of willful misfeasance, bad faith or negligence
      in
      the performance of duties hereunder by the Trustee or the Securities
      Administrator or by reason of reckless disregard of obligations and duties
      hereunder. In no event shall the Trustee, the Custodians, the Master Servicer
      or
      the Securities Administrator be liable for special, indirect or consequential
      loss or damage of any kind whatsoever (including but not limited to lost
      profits), even if it has been advised of the likelihood of such loss or damage
      and regardless of the form of action. The Master Servicer agrees to indemnify
      the Trustee, from, and hold the Trustee harmless against, any loss, liability
      or
      expense (including reasonable attorney’s fees and expenses) incurred by the
      Trustee by reason of the Master Servicer’s willful misfeasance, bad faith or
      gross negligence in the performance of its duties under this Agreement or by
      reason of the Master Servicer’s reckless disregard of its obligations and duties
      under this Agreement. In addition, the Sponsor agrees to indemnify the Trustee
      for, and to hold the Trustee harmless against, any loss, liability or expense
      arising out of, or in connection with, the provisions set forth in the last
      paragraph of Section 2.01, including, without limitation, all costs, liabilities
      and expenses (including reasonable legal fees and expenses) of investigating
      and
      defending itself against any claim, action or proceeding, pending or threatened,
      relating to the provisions of such paragraph. The indemnities in this Section
      9.05 shall survive the termination or discharge of this Agreement and the
      resignation or removal of the Master Servicer, the Trustee, the Securities
      Administrator or the Custodians. Any payment under this Section 9.05 made by
      the
      Master Servicer to the Trustee in respect of the Trustee’s fees or the Master
      Servicer’s indemnification obligation to the Trustee shall be from the Master
      Servicer’s own funds, without reimbursement from REMIC I therefor.

     

    SECTION
      9.06.  Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor, 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 (or a member of a bank holding company whose capital and
      surplus is 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 or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07.

     

    SECTION
      9.07.  Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign and be
      discharged from the trust hereby created by giving written notice thereof to
      the
      Depositor, to the Master Servicer, to the Securities Administrator (or the
      Trustee, if the Securities Administrator resigns) and to the Certificateholders.
      Upon receiving such notice of resignation, the Depositor shall promptly appoint
      a successor trustee or successor securities administrator by written instrument,
      in duplicate, which instrument shall be delivered to the resigning Trustee
      or
      Securities Administrator, as applicable, and to the successor trustee or
      successor securities administrator, as applicable. A copy of such instrument
      shall be delivered to the Certificateholders, the Trustee, the Securities
      Administrator and the Master Servicer by the Depositor. If no successor trustee
      or successor securities administrator shall have been so appointed and have
      accepted appointment within thirty (30) days after the giving of such notice
      of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee, successor securities
      administrator, Trustee or Securities Administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 and shall fail to resign after
      written request therefor by the Depositor, or if at any time the Trustee or
      the
      Securities Administrator shall become incapable of acting, or shall be adjudged
      bankrupt or insolvent, or a receiver of the Trustee or the Securities
      Administrator or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Trustee or the Securities Administrator or of
      its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation, then the Depositor may remove the Trustee or the Securities
      Administrator, as applicable and appoint a successor trustee or successor
      securities administrator, as applicable, by written instrument, in duplicate,
      which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Securities Administrator and appoint a successor
      trustee or successor securities administrator 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 or the Securities Administrator
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders, the Trustee (in the
      case of the removal of the Securities Administrator), the Securities
      Administrator (in the case of the removal of the Trustee) and the Master
      Servicer by the Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become effective
      until acceptance of appointment by the successor trustee or successor securities
      administrator, as applicable, as provided in Section 9.08.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    SECTION
      9.08.  Successor
      Trustee or Securities Administrator.

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 shall execute, acknowledge and deliver to the Depositor and its
      predecessor trustee or predecessor securities administrator an instrument
      accepting such appointment hereunder, and thereupon the resignation or removal
      of the predecessor trustee or predecessor securities administrator shall become
      effective and such successor trustee or successor securities administrator
      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 or securities administrator
      herein. The predecessor trustee or predecessor securities administrator shall
      deliver to the successor trustee or successor securities administrator all
      Mortgage Loan Documents and related documents and statements to the extent
      held
      by it hereunder, as well as all monies, held by it hereunder, and the Depositor
      and the predecessor trustee or predecessor securities administrator 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 or successor securities administrator all such rights, powers, duties
      and obligations.

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section unless at the time of such acceptance such successor
      trustee or successor securities administrator shall be eligible under the
      provisions of Section 9.06 and the appointment of such successor trustee or
      successor securities administrator shall not result in a downgrading of any
      Class of Certificates by any Rating Agency, as evidenced by a letter from each
      Rating Agency.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator 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 ten (10) days after acceptance of appointment by the
      successor trustee or successor securities administrator, the successor trustee
      or successor securities administrator shall cause such notice to be mailed
      at
      the expense of the Depositor.

     

    SECTION
      9.09.  Merger
      or
      Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation or association into which the Trustee or the Securities
      Administrator 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 or the Securities Administrator shall be
      a
      party, or any corporation or association succeeding to the business of the
      Trustee or the Securities Administrator shall be the successor of the Trustee
      or
      the Securities Administrator hereunder, provided such corporation or association
      shall be eligible under the provisions of Section 9.06, 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
      9.10.  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 the REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee 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, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 9.10, such powers, duties,
      obligations, rights and trusts as the Trustee may consider necessary or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06 hereunder
      and
      no notice to Holders of Certificates of the appointment of co-trustee(s) or
      separate trustee(s) shall be required under Section 9.08 hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 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 a defaulting 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
      IX.
      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.

     

    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 or co-trustee.

     

    SECTION
      9.11.  Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office located at Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, and presented for final distribution at the
      Corporate Trust Office of the Securities Administrator where notices and demands
      to or upon the Securities Administrator in respect of the Certificates and
      this
      Agreement may be served.

     

    SECTION
      9.12.  Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, the Servicer and the Depositor as applicable, 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 of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association 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 will 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 of its 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 the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    ARTICLE
      X

     

    TERMINATION

     

    SECTION
      10.01.  Termination
      Upon Repurchase or Liquidation of All Mortgage Loans.

     

    (a)  Subject
      to Section 10.02, the respective obligations and responsibilities under this
      Agreement of the Depositor, the Master Servicer, the Securities Administrator,
      the Servicer and the Trustee (other than the obligations of the Master Servicer
      to the Trustee pursuant to Section 9.05 and of the Servicer to make remittances
      to the Securities Administrator and the Securities Administrator to make
      payments in respect of the REMIC I Regular Interests, REMIC I 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 (i) 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 and (ii) the Last Scheduled Distribution Date. 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 (i) the
      greater of (A) the aggregate Purchase Price of all the Mortgage Loans included
      in REMIC I, plus the appraised value of each REO Property, if any, included
      in
      REMIC I, such appraisal to be conducted by an appraiser mutually agreed upon
      by
      the Terminator and the Trustee in their reasonable discretion and (B) the
      aggregate fair market value of all of the assets of REMIC I (as determined
      by
      the Terminator (defined below) and the Trustee, 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 10.01), (ii) amounts due and owing to the Swap Provider under
      the Swap Agreement as of the termination date plus (ii) any amounts due the
      Servicer and the Master Servicer in respect of unpaid Servicing Fees, Master
      Servicing Fees and outstanding P&I Advances and Servicing Advances.


     

    (b)  The
      Master Servicer or, if the Master Servicer fails to exercise such optional
      termination right, the Servicer (either the Master Servicer or the Servicer,
      the
“Terminator”) shall have the right 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 will 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 if the aggregate Scheduled Principal Balance of the Mortgage Loans and
      each
      REO Property remaining in the Trust Fund at the time of such election is reduced
      to less than or equal to 10% of the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans as of the Cut-off Date. By acceptance of the Residual
      Certificates, the Holder of the Residual Certificates agrees, in connection
      with
      any termination hereunder, to assign and transfer any portion of the Termination
      Price 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. Notwithstanding the foregoing, the optional termination right
      may
      only be exercised by the Servicer if (1) the Servicer receives written
      notification from the Master Servicer that the Master Servicer will not exercise
      such optional termination right or (2) the Servicer does not receive such
      written notification from the Master Servicer, and the Master Servicer fails
      to
      exercise its optional termination right by the third Distribution Date following
      the date such right became exercisable; provided however, in no event shall
      the
      Servicer exercise its optional termination right under (1) or (2) above unless
      it first provides written notice to the Authorized Officers of the Sponsor
      that
      it intends to exercise such optional termination right. In the event the
      optional termination right is exercised by the Master Servicer, the Servicer
      shall remain the servicer of record of the Mortgage Loans unless the Servicer
      was terminated as Servicer prior to the exercise of such optional termination
      right. 

     

    (c)  Notice
      of
      the liquidation of the Certificates shall be given promptly by the Securities
      Administrator by letter to the 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 Master Servicer, 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 will terminate
      and the final payment in respect of the REMIC I Regular Interests or the
      Certificates will be made upon presentation and surrender of the related
      Certificates at the office of the Securities Administrator therein designated,
      (ii) the amount of any such final payment, (iii) that no interest shall accrue
      in respect of the REMIC I 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 Securities Administrator. 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 Securities Administrator for deposit in the Distribution Account
      not later than the Business Day prior to the Distribution Date on which the
      final distribution on the Certificates an amount in immediately available funds
      equal to the above-described Termination Price. The Securities Administrator
      shall remit to the Servicer, the Master Servicer, the Trustee and the applicable
      Custodian from such funds deposited in the Distribution Account (i) any amounts
      which the Servicer would be permitted to withdraw and retain from the Collection
      Account pursuant to Section 3.09 as if such funds had been deposited therein
      (including all unpaid Servicing Fees, Master Servicing Fees and all outstanding
      P&I Advances and Servicing Advances) and (ii) any other amounts otherwise
      payable by the Securities Administrator to the Master Servicer, the Trustee,
      the
      applicable Custodian, the Swap Provider and the Servicer from amounts on deposit
      in the Distribution Account pursuant to the terms of this Agreement prior to
      making any final distributions pursuant to Section 10.01(d) below. Upon
      certification to the Trustee by the Securities Administrator 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
      Trustee shall execute all assignments, endorsements and other instruments
      delivered to it and necessary to effectuate such transfer.

     

    (d)  Upon
      presentation of the Certificates by the Certificateholders on the final
      Distribution Date, the Securities Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with Section
      5.01 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 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
      10.01 shall not have been surrendered for cancellation within six months after
      the time specified in such notice, the Securities Administrator 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 Securities
      Administrator shall, directly or through an agent, mail a final notice to the
      remaining 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 (1) year after the final notice any such
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator shall pay to the Depositor all such 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 Securities Administrator as a result of such Certificateholder’s
      failure to surrender its Certificate(s) on the final Distribution Date for
      final
      payment thereof in accordance with this Section 10.01. Any such amounts held
      in
      trust by the Securities Administrator shall be held uninvested in an Eligible
      Account.

     

    SECTION
      10.02.  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 10.01, the Trust Fund shall
      be
      terminated in accordance with the following additional
      requirements:

     

    (i)  The
      Securities Administrator 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 by and 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 Securities
      Administrator 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 Terminator (or, if the Trust Fund is being terminated as a result
      of the occurrence of the event described in clause (ii) of the first paragraph
      of Section 10.01, at the expense of the Trust Fund), the Terminator 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 10.02.

     

    (c)  By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Securities Administrator to specify the 90-day liquidation period for each
      Trust
      REMIC, which authorization shall be binding upon all successor
      Certificateholders.

     

    ARTICLE
      XI


    REMIC
      PROVISIONS

     

    SECTION
      11.01.  REMIC
      Administration.

     

    (a)  The
      Securities Administrator shall elect to treat each Trust REMIC as a REMIC under
      the Code and, if necessary, under applicable state law. Each such election
      will
      be made by the Securities Administrator 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, 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. For the purposes of the REMIC election in
      respect of REMIC 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. The Class A Certificates, the Mezzanine
      Certificates, the Class P Certificates, Class IO Interest and the Class CE
      Certificates (exclusive of any right to receive payments from or obligation
      to
      make payments to the Reserve Fund or the Supplement Interest Trust) 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. The Trustee shall
      not permit the creation of any “interests” in each Trust REMIC (within the
      meaning of Section 860G of the Code) other than the REMIC I Regular Interests,
      REMIC II Regular Interests, Class 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
      Securities Administrator shall be reimbursed for any and all expenses relating
      to any tax audit of the Trust Fund (including, but not limited to, any
      professional fees or any administrative or judicial proceedings with respect
      to
      each Trust REMIC that involve the Internal Revenue Service or state tax
      authorities), including the expense of obtaining any tax related Opinion of
      Counsel except as specified herein. The Securities Administrator, 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
      Securities Administrator or an Affiliate as its agent to perform all of the
      duties of the tax matters person for the Trust Fund.

     

    (d)  The
      Securities Administrator shall prepare and file and the Trustee shall sign
      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 Securities Administrator
      without any right of reimbursement therefor.

     

    (e)  The
      Securities Administrator 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 Securities Administrator 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 upon receipt of additional reasonable
      compensation, (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 will serve as the
      representative of each Trust REMIC. The Depositor shall provide or cause to
      be
      provided to the Securities Administrator, within ten (10) days after the Closing
      Date, all information or data that the Securities Administrator 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)  To
      the
      extent in the control of the Trustee or the Securities Administrator, each
      such
      Person (i) 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, (ii) 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 (A) endanger the status of each Trust REMIC as a REMIC
      or
      (B) 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 such action or
      inaction is permitted under this Agreement or the Trustee and the Securities
      Administrator have received an Opinion of Counsel, addressed to the them (at
      the
      expense of the party seeking to take such action but in no event at the expense
      of the Trustee or the Securities Administrator) to the effect that the
      contemplated action will not, with respect to any Trust REMIC, endanger such
      status or result in the imposition of such a tax, nor (iii) shall the Securities
      Administrator take or fail to take any action (whether or not authorized
      hereunder) as to which the Trustee 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; provided that the Securities Administrator
      may conclusively rely on such Opinion of Counsel and shall incur no liability
      for its action or failure to act in accordance with such Opinion of Counsel.
      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 Securities
      Administrator will consult with the Trustee 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 Securities Administrator shall not take
      any
      such action or cause any Trust REMIC to take any such action as to which the
      Trustee has advised it in writing that an Adverse REMIC Event could occur.
      The
      Trustee may consult with counsel to make such written advice, and the cost
      of
      same shall be home 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.

     

    (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 11.03, if such tax arises out of or results
      from a breach by the Trustee of any of its obligations under this Article XI,
      (ii) to the Securities Administrator pursuant to Section 11.03, if such tax
      arises out of or results from a breach by the Securities Administrator of any
      of
      its obligations under this Article XI, (iii) to the Master Servicer pursuant
      to
      Section 11.03, if such tax arises out of or results from a breach by the Master
      Servicer of any of its obligations under Article IV or under this Article XI,
      (iv) to the Servicer pursuant to Section 11.03, if such tax arises out of or
      results from a breach by the Servicer of any of its obligations under Article
      III or under this Article XI, or (v) in all other cases, against amounts on
      deposit in the Distribution Account and shall be paid by withdrawal
      therefrom.

     

    (h)  The
      Securities Administrator 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.

     

    (i)  Following
      the Startup Day, neither the Securities Administrator nor the Trustee shall
      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 will 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.

     

    (j)  Neither
      the Trustee nor the Securities Administrator shall knowingly enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either REMIC to receive any income from assets other
      than “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.

     

    (k)  The
      Securities Administrator shall apply for an employer identification number
      with
      the Internal Revenue Service via a Form SS-4 or other comparable method for
      each
      REMIC. In connection with the foregoing, the Securities Administrator shall
      provide the name and address of the person who can be contacted to obtain
      information required to be reported to the holders of Regular Interests in
      each
      REMIC as required by IRS Form 8811.

     

    SECTION
      11.02.  Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, the Servicer, the Securities Administrator, 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 X of this Agreement, (iv) a
      substitution pursuant to Article II of this Agreement or (v) a purchase of
      Mortgage Loans pursuant to Article II of this Agreement), nor acquire any assets
      for any Trust REMIC (other than REO Property acquired in respect of a defaulted
      Mortgage Loan), nor sell or dispose of any investments in the Collection Account
      or the Distribution Account for gain, nor 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 Securities Administrator (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 will 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
      11.03.  Indemnification.

     

    (a)  The
      Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund,
      the Depositor, the Master Servicer, the Securities Administrator or the Servicer
      including, without limitation, any reasonable attorneys fees imposed on or
      incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities
      Administrator or the Servicer as a result of the Trustee’s failure to perform
      its covenants set forth in this Article XI in accordance with the standard
      of
      care of the Trustee set forth in this Agreement.

     

    (b)  The
      Servicer agrees to indemnify the Trust Fund, the Depositor, the Master Servicer,
      the Securities Administrator 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, the Master Servicer, the Securities Administrator
      or
      the Trustee, as a result of the Servicer’s failure to perform its covenants set
      forth in Article III in accordance with the standard of care of the Servicer
      set
      forth in this Agreement.

     

    (c)  The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Servicer
      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, the Servicer or the Trustee, as a result of the Master Servicer’s
      failure to perform its covenants set forth in Article IV in accordance with
      the
      standard of care of the Master Servicer set forth in this
      Agreement.

     

    (d)  The
      Securities Administrator agrees to be liable for any taxes and costs incurred
      by
      the Trust Fund, the Depositor, the Servicer or the Trustee including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
      Fund, the Depositor, the Servicer or the Trustee as a result of the Securities
      Administrator’s failure to perform its covenants set forth in this Article XI in
      accordance with the standard of care of the Securities Administrator set forth
      in this Agreement.

     

    ARTICLE
      XII


    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      12.01.  Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicer,
      the
      Master Servicer, the Securities Administrator and the Trustee, with the consent
      of the Swap Provider (which consent shall not be unreasonably withheld) but
      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), (iii)
      to
      ensure compliance with Regulation AB or (iv) to make any other provisions with
      respect to matters or questions arising under this Agreement which shall not
      be
      inconsistent with the provisions of this Agreement and that such action shall
      not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely
      affect in any material respect the interests of any Certificateholder; provided
      that any such amendment shall be deemed not to adversely affect in any material
      respect the interests of the Certificateholders and no such Opinion of Counsel
      shall be required if the Person requesting such amendment obtains a letter
      from
      each Rating Agency stating that such amendment would not result in the
      downgrading or withdrawal of the respective ratings then assigned to the
      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 may also be amended from time to time by the Depositor, the Servicer,
      the Master Servicer, the Securities Administrator and the Trustee with the
      consent of the Swap Provider (which consent shall not be unreasonably withheld)
      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 of modifying in any
      manner the rights of the 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 Holders of any
      Class of Certificates in a manner, other than as described in (i), without
      the
      consent of the Holders of Certificates of such Class evidencing at least 66%
      of
      the Voting Rights allocated to such Class, 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 12.01, Certificates registered in the name
      of
      the Depositor or the Servicer or any Affiliate thereof shall be entitled to
      Voting Rights with respect to matters affecting such Certificates. Without
      limiting the generality of the foregoing, any amendment to this Agreement
      required in connection with the compliance with or the clarification of any
      reporting obligations described in Section 5.06 hereof shall not require the
      consent of any Certificateholder and without the need for any Opinion of Counsel
      or Rating Agency confirmation.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel to the effect that such amendment is permitted hereunder and will 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 and that such amendment is authorized
      or
      permitted by this Agreement. 

     

    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 12.01
      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 12.01 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 rights, duties and immunities under this Agreement
      or otherwise.

     

    SECTION
      12.02.  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 Depositor at the expense
      of
      the Certificateholders, but only upon direction of the Trustee accompanied
      by an
      Opinion of Counsel (which opinion shall not be at the expense of the Trustee)
      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
      12.03.  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 such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also 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 its own name
      as
      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
      12.04.  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 without regard to conflicts of laws
      principles thereof other than Section 5-1401 of the New York General Obligations
      Law which shall govern.

     

    SECTION
      12.05.  Notices.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when received if sent by facsimile, receipt
      confirmed, if personally delivered at or mailed by first class mail, postage
      prepaid, or by express delivery service or delivered in any other manner
      specified herein, to (a) in the case of the Depositor, ACE Securities Corp.,
      AMACAR GROUP, 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina
      28211, Attention: Juliana Johnson (telecopy number: (704) 365-1362) with a
      copy
      to Deutsche Bank Securities, Inc. 60 Wall Street, New York, New York, Attention:
      Legal Department (telecopy number: (212) 797-4561), or such other address or
      telecopy number as may hereafter be furnished to the Servicer, the Master
      Servicer, the Securities Administrator and the Trustee in writing by the
      Depositor, (b) in the case of the Servicer, Ocwen Loan Servicing, LLC, 1661
      Worthington Road, Centrepark West, Suite 100, West Palm Beach, Florida 33409,
      Attention: Secretary (telecopy number: (561) 682-8177, or such other address
      or
      telecopy number as may hereafter be furnished to the Trustee, the Master
      Servicer, the Securities Administrator and the Depositor in writing by the
      Servicer, (c) in the case of the Master Servicer and the Securities
      Administrator, P.O. Box 98, Columbia, Maryland 21046 and for overnight delivery
      to 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Ace Securities
      Corp., 2006-ASAP4 (telecopy number: (410) 715-2380), or such other address
      or
      telecopy number as may hereafter be furnished to the Trustee, the Depositor
      and
      the Servicer in writing by the Master Servicer or the Securities Administrator
      and (d) in the case of the Trustee, at the Corporate Trust Office or such other
      address or telecopy number as the Trustee may hereafter be furnish to the
      Servicer, the Master Servicer, the Securities Administrator and the Depositor
      in
      writing by the Trustee. 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
      12.06.  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
      12.07.  Notice
      to
      Rating Agencies.

     

    The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies with respect to each of the following of which a Responsible Officer
      has actual knowledge:

     

    1.  Any
      material change or amendment to this Agreement;

     

    2.  The
      occurrence of any Servicer Event of Default or Master Servicer Event of Default
      that has not been cured or waived;

     

    3.  The
      resignation or termination of the Servicer, 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; and

     

    6.  Any
      change in the location of the Distribution Account.

     

    In
      addition, the Securities Administrator shall promptly make available to each
      Rating Agency copies of each report to Certificateholders described in Section
      5.02.

     

    The
      Servicer shall make available to each Rating Agency copies of the
      following:

     

    7.  Each
      Annual Statement of Compliance described in Section 3.17 of this Agreement;
      and

     

    8.  Each
      Assessment of Compliance and Attestation Report described in
      Section 3.18.

     

    Any
      such
      notice pursuant to this Section 12.07 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 Standard & Poor’s, a
      division of the McGraw-Hill Companies, Inc., 55 Water Street, New York, New
      York
      10041; and to Moody’s Investors Service, Inc., 99 Church Street, New York, New
      York 10007 or such other addresses as the Rating Agencies may designate in
      writing to the parties hereto.

     

    SECTION
      12.08.  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
      12.09.  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, on behalf of the Trust and for the benefit
      of
      the Certificateholders, be, and be construed as, a sale of the Mortgage Loans
      by
      the Depositor and not a pledge of the Mortgage Loans to secure a debt or other
      obligation of the Depositor. However, in the event that, notwithstanding the
      aforementioned intent of the parties, the Mortgage Loans are held to be property
      of the Depositor, 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, on behalf of the Trust and for the benefit of the Certificateholders,
      to secure a debt or other obligation of the Depositor 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 shall be deemed
      to
      be a grant by the Depositor to the Trustee, on behalf of the Trust and for
      the
      benefit of the Certificateholders, of a security interest in all of 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, on
      behalf of the Trust and for the benefit of the Certificateholders, 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 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 to be a true, absolute and unconditional
      sale of the Mortgage Loans and assets constituting the Trust Fund by the
      Depositor to the Trustee, on behalf of the Trust and for the benefit of the
      Certificateholders.

     

    SECTION
      12.10.  Survival
      of Indemnification.

     

    Any
      and
      all indemnities to be provided by any party to this Agreement shall survive
      the
      termination and resignation of any party hereto and the termination of this
      Agreement.

     

    SECTION
      12.11.  Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.17, 3.18,
      3.20, 4.15, 4.16, 4.17, 4.18 and 5.06 of this Agreement is to facilitate
      compliance by the Sponsor, the Master Servicer, the Securities Administrator
      and
      the Depositor with the provisions of Regulation AB promulgated by the Commission
      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 Commission 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, advice of counsel, or otherwise in respect of the requirements of
      Regulation AB and (c) the parties shall comply with requests made by the Master
      Servicer, Securities Administrator, Sponsor or the Depositor for delivery of
      additional or different information as the Master Servicer, Securities
      Administrator, Sponsor or the Depositor may determine in good faith is necessary
      to comply with the provisions of Regulation AB.

     

    SECTION
      12.12.  Indemnification.

     

    Each
      of
      the Depositor, Master Servicer, Securities Administrator, Servicer and any
      Servicing Function Participant engaged by such party, respectively, shall
      indemnify and hold harmless the Master Servicer, the Securities Administrator
      and the Depositor, respectively, and each of its directors, officers, employees,
      agents, and affiliates from and against any and all claims, losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon (a) any
      breach by such party of any if its obligations under hereunder, including
      particularly its obligations to provide any Assessment of Compliance,
      Attestation Report, Compliance Statement or any information, data or materials
      required to be included in any 1934 Act report, (b) any material misstatement
      or
      omission in any information, data or materials provided by such party (or,
      in
      the case of the Securities Administrator or Master Servicer, any material
      misstatement or material omission in (i) any Compliance Statement, Assessment
      of
      Compliance or Attestation Report delivered by it, or by any Servicing Function
      Participant engaged by it, pursuant to this Agreement, or (ii) any Additional
      Form 10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure
      concerning the Master Servicer or the Securities Administrator), or (c) the
      negligence, bad faith or willful misconduct of such indemnifying party in
      connection with its performance hereunder. If the indemnification provided
      for
      herein is unavailable or insufficient to hold harmless the Master Servicer,
      the
      Securities Administrator or the Depositor, as the case may be, then each such
      party agrees that it shall contribute to the amount paid or payable by the
      Master Servicer, the Securities Administrator or the Depositor, as applicable,
      as a result of any claims, losses, damages or liabilities incurred by such
      party
      in such proportion as is appropriate to reflect the relative fault of the
      indemnified party on the one hand and the indemnifying party on the other.
      This
      indemnification shall survive the termination of this Agreement or the
      termination of any party to this Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Servicer, the Master Servicer, the
      Securities Administrator 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.

     

    
      	 	 	 
	 	
              ACE
                SECURITIES CORP.,

              as
                Depositor

            
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
              

            
	 	Title:	 


    

     

    
      
        	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                

              
	 	Title:	 


      

       

       

    

    
      
        	 	 	 
	 	
                
                  OCWEN
                    LOAN SERVICING, LLC

                  as
                    Servicer

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                

              
	 	Title:	 


      

       

       

      
        
          	 	 	 
	 	
                  
                    
                      HSBC
                        BANK USA, NATIONAL ASSOCIATION

                      not
                        in its individual capacity but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                  

                
	 	Title:	 


        

         

         

        
          
            	 	 	 
	 	
                    
                      
                        
                          WELLS
                            FARGO BANK, NATIONAL ASSOCIATION

                          as
                            Master Servicer and Securities
                            Administrator

                        

                      

                    

                  
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                    

                  
	 	Title:	 


          

           

        

      

    

    
      
        
          	 	 	 
	 	
                  
                    
                      
                        
                          Acknowledged
                            and Agreed for purposes of Section 9.05:

                           

                           

                          DB
                            STRUCTURED PRODUCTS, INC

                        

                      

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                  

                
	 	Title:	 


        

        
           

          
            
              	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                      

                    
	 	Title:	 


            

             

             

          

        

      

      
        
          
            
              	 	 	 
	 	
                      
                        
                          
                            
                              
                                Acknowledged
                                  and Agreed for purposes of Sections 7.08, 7.09
                                  and
                                  7.10:

                                 

                                 

                                CLAYTON
                                  FIXED INCOME SERVICES INC. (f/k/a THE MURRAYHILL
                                  COMPANY)

                              

                            

                          

                        

                      

                    
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                      

                    
	 	Title:	 


            

            
               

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            
	 	 


    

     

     

    On
      the
      ___ day of July 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of ACE Securities Corp., 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 corporation, and acknowledged to me that such corporation
      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]	My
              commission expires


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      
        	
                STATE
                  OF

              	
                )

              
	 	
                )
                  ss.:

              
	
                COUNTY
                  OF

              	
                )

              
	 	 


      

       

    

     

    On
      the
      ___ day of July 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of ACE Securities Corp., 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 corporation, and acknowledged to me that such corporation
      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]	My
                commission expires


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

      
        
          	
                  STATE
                    OF

                	
                  )

                
	 	
                  )
                    ss.:

                
	
                  COUNTY
                    OF

                	
                  )

                
	 	 


        

         

      

    

     

    On
      the
      ___ day of July 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of Ocwen Loan Servicing, LLC, 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]	My
                  commission expires


        

         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      
        
          	
                  STATE
                    OF

                	
                  )

                
	 	
                  )
                    ss.:

                
	
                  COUNTY
                    OF

                	
                  )

                
	 	 


        

         

      

    

    On
      the
      ___ day of July 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of Wells Fargo Bank, National Association, 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 national banking association, and
      acknowledged to me that such national banking association 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]	My
                  commission expires


        

         

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

      
        
          
            	
                    STATE
                      OF

                  	
                    )

                  
	 	
                    )
                      ss.:

                  
	
                    COUNTY
                      OF

                  	
                    )

                  
	 	 


          

        

      

    

     

    On
      the
      ___ day of July 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of HSBC Bank USA, National Association, 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 national banking association, and
      acknowledged to me that such national banking association 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]	My
                  commission expires


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    


    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-[1][2A][2B][2C][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
      (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    PRIOR
      TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
      A
      CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(c)
      OF THE POOLING AND SERVICING AGREEMENT.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2006-ASAP4, Class A-[1][2A][2B][2C][2D]

            	 	
              Aggregate
                Certificate Principal Balance of the Class A-[1][2A][2B][2C][2D]
                Certificates as of the Issue Date: $_____________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $____________

            
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: July 1,
                2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: August 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.__

            	 	
              Issue
                Date: July 31, 2006

            
	 	 	
              CUSIP:________________

            


    

    


    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.

     

    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP4

    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, fixed and
      adjustable-rate first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE 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 ________________ 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][2A][2B][2C][2D] Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all of the Class A-[1][2A][2B][2C][2D] Certificates in REMIC III created
      pursuant to a Pooling and Servicing Agreement, dated as specified above (the
      “Agreement”), among ACE Securities Corp., as depositor (hereinafter called the
“Depositor”, which term includes any successor entity under the Agreement),
      Wells Fargo Bank, National Association as master servicer (the “Master
      Servicer”) and securities administrator (the “Securities Administrator”), Ocwen
      Loan Servicing, LLC as servicer (the “Servicer”) and HSBC Bank USA, National
      Association as trustee (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 such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the Business
      Day
      immediately preceding such Distribution Date (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][2A][2B][2C][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 the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class A-[1][2A][2B][2C][2D]
      Certificates the aggregate initial Certificate Principal Balance of which is
      in
      excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate
      initial Certificate Principal Balance of the Class A-[1][2A][2B][2C][2D]
      Certificates, 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 Securities Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Securities Administrator
      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 a rate per annum equal
      to
      the lesser of (i) One-Month LIBOR plus [_____]%, in the case of each
      Distribution Date through and including the Distribution Date on which the
      aggregate principal balance of the Mortgage Loans (and properties acquired
      in
      respect thereof) remaining in the Trust Fund is reduced to less than or equal
      to
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date, or One-Month LIBOR plus [_____]%, in the case of any Distribution Date
      thereafter and (ii) the applicable Net WAC Pass-Through Rate for such
      Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificate 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 and payments received pursuant to
      the
      Swap Agreement and the Cap Contracts, 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, the Securities Administrator, the Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicer with the consent of the Swap Provider 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 Securities Administrator 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 Securities
      Administrator 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.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate shall be deemed to make the representations in Section 6.02(c)
      of
      the Agreement.

     

    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, the 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
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator 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 Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer 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 Securities Administrator,
      the
      Servicer 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
      Securities Administrator 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 Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate Scheduled Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, 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 Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:
      July ___, 2006

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-[1][2A][2B][2C][2D] Certificates referred to in the
      within-mentioned Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              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      

              (Cust)

                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              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 Securities Administrator 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-2

     

    FORM
      OF
      CLASS M-[1][2][3][4][5][6][7][8][9][10][11] 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
      (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES [[,/AND] CLASS M-1
      CERTIFICATES [,/AND] CLASS M-2 CERTIFICATES[,/AND] CLASS M-3 CERTIFICATES
      [,/AND] CLASS M-4 CERTIFICATES [,/AND] CLASS M-5 CERTIFICATES] [,/AND] CLASS
      M-6
      CERTIFICATES] [,/AND] CLASS M-7 CERTIFICATES] [,/AND] CLASS M-8 CERTIFICATES
      [,/AND] CLASS M-9 CERTIFICATES [AND] CLASS M-10 CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
      SET
      FORTH IN SECTION 6.02(c) OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
      OF
      THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
      BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2006-ASAP4, Class M-[1][2][3][4][5][6][7][8][9][10][11]

            	 	
              Aggregate
                Certificate Principal Balance of the Class
                M-[1][2][3][4][5][6][7][8][9][10][11] Certificates as of the Issue
                Date:
                $______________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $______________

            
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date: July 1, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: August 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.___

            	 	
              Issue
                Date: July 31, 2006

            
	 	 	
              CUSIP:_________________

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP4

    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, fixed and
      adjustable-rate first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE 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 _____________________ 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][2][3][4][5][6][7][8][9][10][11] Certificates as of the Issue Date) in
      that
      certain beneficial ownership interest evidenced by all of the Class
      M-[1][2][3][4][5][6][7][8][9][10][11] Certificates in REMIC III created pursuant
      to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among ACE Securities Corp., as depositor (hereinafter called the
“Depositor”, which term includes any successor entity under the Agreement),
      Wells Fargo Bank, National Association as master servicer (the “Master
      Servicer”) and securities administrator (the “Securities Administrator”), Ocwen
      Loan Servicing, LLC as servicer (the “Servicer”) and HSBC Bank USA, National
      Association as trustee (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 such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the Business
      Day
      immediately preceding such Distribution Date (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][2][3][4][5][6][7][8][9][10][11] 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 the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class
      M-[1][2][3][4][5][6][7][8][9][10][11] Certificates the aggregate initial
      Certificate Principal Balance of which is in excess of the lesser of (i)
      $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal
      Balance of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates, 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 Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator 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 equal a rate per annum equal
      to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each
      Distribution Date through and including the Distribution Date on which the
      aggregate principal balance of the Mortgage Loans (and properties acquired
      in
      respect thereof) remaining in the Trust Fund is reduced to less than or equal
      to
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date, or One-Month LIBOR plus [____]%, in the case of any Distribution Date
      thereafter and (ii) the applicable Net WAC Pass-Through Rate for such
      Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificate 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 and payments received pursuant to
      the
      Swap Agreement and the Cap Contracts, 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, the Securities Administrator, the Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicer with the consent of the Swap Provider 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 Securities Administrator 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 Securities
      Administrator 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, the 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.

     

    Any
      transferee of this Certificate shall be deemed to make the representations
      set
      forth in Section 6.02(c) of the Agreement.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator 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 Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer 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 Securities Administrator,
      the
      Servicer 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
      Securities Administrator 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 Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator 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 Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:
      July ___, 2006

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class M-[1][2][3][4][5][6][7][8][9][10][11] Certificates referred
      to
      in the within-mentioned Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              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      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              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 Securities Administrator 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-3

     

    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
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
      HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
      REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE
      SECURITIES ACT AND OTHER APPLICABLE LAWS AND WITHIN THE UNITED STATES TO (A)
“QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH
      RULE 144A UNDER THE ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL INVESTORS THAT ARE
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
“REGULATION D” UNDER THE ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE
      AGREEMENT.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2006-ASAP4, Class CE

            	 	
              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the Issue
                Date: $_____________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $_________________

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: July 1,
                2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: August 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                __

            	 	
              Issue
                Date: July 31, 2006

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP4

    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, fixed and
      adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE 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 ________________ 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 CE Certificates as of the Issue
      Date)
      in that certain beneficial ownership interest evidenced by all of the Class
      CE
      Certificates in REMIC III created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among ACE Securities Corp., as
      depositor (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), Wells Fargo Bank, National Association as master
      servicer (the “Master Servicer”) and securities administrator (the “Securities
      Administrator”), Ocwen Loan Servicing, LLC as servicer (the “Servicer”) and HSBC
      Bank USA, National Association as trustee (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.

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Notional Amount (as
      defined in the Agreement) hereof at a per annum rate equal to the Pass-Through
      Rate as set forth in the Agreement. 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 such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (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 the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class CE Certificates the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class CE Certificates, 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
      Securities Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Securities Administrator 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 Certificate 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, the Securities Administrator, the Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicer with the consent of the Swap Provider 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 Securities Administrator 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 Securities
      Administrator 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.

     

    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. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator 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 B-1, (ii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) 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
      form attached to the Agreement as Exhibit B-2 and (iii) 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, the Master Servicer
      or the Securities Administrator 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 Trustee or the Securities Administrator 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 Master Servicer
      and the Securities Administrator 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 shall be made except in accordance with Section
      6.02(c) of the Agreement.

     

    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, the 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 service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator 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 Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer 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 Securities Administrator,
      the
      Servicer 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
      Securities Administrator 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 Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate Scheduled Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, 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 Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:
      July ___, 2006

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class CE Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              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 Securities Administrator 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-4

     

    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 (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
      HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
      REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE
      SECURITIES ACT AND OTHER APPLICABLE LAWS AND WITHIN THE UNITED STATES TO (A)
      “QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH
      RULE 144A UNDER THE ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL INVESTORS THAT ARE
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
“REGULATION D” UNDER THE ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE
      AGREEMENT.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2006-ASAP4, Class P

            	 	
              Aggregate
                Certificate Principal Balance of the Class P Certificates as of the
                Issue
                Date: $100.00

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: July 1,
                2006

            	 	
              Denomination:
                $100.00

            
	
              First
                Distribution Date: August 25, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              No.
                __

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	
              Issue
                Date: July 31, 2006

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP4

    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, fixed and
      adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE 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____________________ 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 P Certificates as of the
      Issue Date) in that certain beneficial ownership interest evidenced by all
      of
      the Class P Certificates in REMIC III created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among ACE
      Securities Corp., as depositor (hereinafter called the “Depositor”, which term
      includes any successor entity under the Agreement), Wells Fargo Bank, National
      Association as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Ocwen Loan Servicing, LLC as
      servicer (the “Servicer”) and HSBC Bank USA, National Association as trustee
      (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 such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (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 the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class P Certificates the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class P Certificates, 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
      Securities Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Securities Administrator 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 Certificate 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, the Securities Administrator, the Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicer with the consent of the Swap Provider 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 Securities Administrator 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 Securities
      Administrator 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.

     

    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. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator 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 B-1, (ii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) 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
      form attached to the Agreement as Exhibit B-2 and (iii) 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, the Master Servicer
      or the Securities Administrator 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 Trustee or the Securities Administrator 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 Master Servicer
      and the Securities Administrator 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 shall be made except in accordance with Section
      6.02(c) of the Agreement.

     

    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, the 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 service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator 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 Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer 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 Securities Administrator,
      the
      Servicer 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
      Securities Administrator 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 Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate Scheduled Principal
      Balance of the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, 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 Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:
      July ___, 2006

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class P Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              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 Securities Administrator 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-5

     

    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 REPRESENTS THE SOLE “RESIDUAL INTEREST” IN EACH “REAL ESTATE
      MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE 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 6.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
      DESCRIBED IN SECTION 6.02(c) OF THE AGREEMENT.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES
      ADMINISTRATOR 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 6.02(d) OF THE
      AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
      IS
      PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
      CERTIFICATE.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2006-ASAP4, Class R

            	 	
              Aggregate
                Percentage Interest of the Class R Certificates as of the Issue Date:
                100.00%

            
	
              Date
                of Pooling and Servicing Agreement

              and
                Cut-off Date: July 1, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: August 25, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No
                __

            	 	
              Issue
                Date: July 31, 2006

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-ASAP4

    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, fixed and
      adjustable-rate first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE 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 _______________ 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 R Certificates as of the Issue Date)
      in that certain beneficial ownership interest evidenced by all of the Class
      R
      Certificates in REMIC III created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among ACE Securities Corp., as
      depositor (hereinafter called the “Depositor”, which term includes any successor
      entity under the Agreement), Wells Fargo Bank, National Association as master
      servicer (the “Master Servicer”) and securities administrator (the “Securities
      Administrator”), Ocwen Loan Servicing, LLC as servicer (the “Servicer”) and HSBC
      Bank USA, National Association as trustee (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 the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class R Certificates, 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 Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator 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 Certificate 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, the Securities Administrator, the Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicer with the consent of the Swap Provider 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 Securities Administrator 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 Securities
      Administrator 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. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator 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 B-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, the Master Servicer
      or the Securities Administrator 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 Trustee or the Securities Administrator 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 Master Servicer
      and the Securities Administrator 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 shall be made except in accordance with Section
      6.02 of the Agreement.

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Securities Administrator (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
      representing the beneficial ownership of the residual interests in each of
      REMIC
      I, REMIC II and REMIC III, (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 6.02 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 any portion of the
      Trust
      Fund to cease to qualify as a REMIC or cause the imposition of a tax upon any
      REMIC.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator 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 Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer 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 Securities Administrator,
      the
      Servicer 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
      Securities Administrator 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 Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, 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 Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:
      July ___, 2006

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class R Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              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      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              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 Securities Administrator 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
      B-1

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2006-ASAP4

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4 Asset
                Backed
                Pass-Through Certificates Class
                CE, Class P and Class R
                Certificates

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ______________________ (the “Transferor”) to
      ___________________ (the “Transferee”) of the captioned mortgage 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
      (e) 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 July 1, 2006, among ACE
      Securities Corp. as Depositor, Wells Fargo Bank, N.A. as Master Servicer and
      Securities Administrator, Ocwen Loan Servicing, LLC as Servicer, and HSBC Bank
      USA, National Association 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]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2006-ASAP4

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4 

              Asset
                Backed Pass-Through Certificates Class
                CE, Class P and Class R
                Certificates

            


    

    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________________ (the
“Transferor”) on the date hereof of the 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 (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.

     

    3. The
      Transferee: (a) is not an employee benefit plan or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. § 2510.3-101 or (b) has provided the Securities
      Administrator with an Opinion of Counsel on which the Trustee, the Depositor,
      the Master Servicer, the Securities Administrator and the Servicer may rely,
      acceptable to and in form and substance satisfactory to the Securities
      Administrator to the effect that the purchase of Certificates is permissible
      under applicable law, will not constitute or result in any non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trust Fund, the Trustee, the Depositor, the Master Servicer, the Securities
      Administrator or the Servicer to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in the Pooling and Servicing Agreement.

     

    


    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator, the
      Master Servicer and the Servicer that the Transferee will not transfer such
      Certificates to any Plan or person unless such Plan or person meets the
      requirements set forth in paragraph 3 above.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement, dated as
      of
      July 1, 2006, among ACE Securities Corp. as Depositor, Wells Fargo Bank, N.A.
      as
      Master Servicer and Securities Administrator, Ocwen Loan Servicing, LLC as
      Servicer and HSBC Bank USA, National Association as Trustee, pursuant to which
      the Certificates were issued.

     

    
      	 	 	 	 	 	 	 	
              [TRANSFEREE]

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT B-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 Wells Fargo Bank, N.A., as Securities Administrator, 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 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
      discretionary basis $________________1 
      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.

            
	 	 
	
              ___

            	
              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 $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.

            
	 	 
	
              ___

            	
              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.

            


    

     

    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.

     

    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:

            


    

     

    
      


      

        

        
          
            	1	
                    Transferee
                      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.


                  


          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT B-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 Wells Fargo Bank, N.A., as Securities Administrator, 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 (“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, 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 Transferee

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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
      B-2

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

                                ____________,
      20__

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2006-ASAP4

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4

              Asset
                Backed Pass-Through Certificates, Class
                CE, Class P and Class R
                Certificates

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ________________ (the “Transferor”) to
      __________________________ (the “Transferee”) of the captioned mortgage
      pass-through certificates (the “Certificates”), the Transferor hereby certifies
      as follows:

     

    Neither
      the Seller 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,
      or
      (e) has taken any other action, that (as to any of (a) through (e) above) would
      constitute a distribution of the Certificates under the Securities Act of 1933
      (the “Act’), that would render the disposition of any Certificate a violation of
      Section 5 of the Act or any state securities law, or that would require
      registration or qualification pursuant thereto. The Seller will not act, in
      any
      manner set forth in the foregoing sentence with respect to any Certificate.
      The
      Seller has not and will not sell or otherwise transfer any of the Certificates,
      except in compliance with the provisions of the Pooling and Servicing
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
               

            
	 	 	 	 	 	 	 	
              (Transferor)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE LETTER

     

    


                        _______________,
      20__

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2006-ASAP4

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2006-ASAP4 

              Asset
                Backed Pass-Through Certificates, Class
                CE, Class P and Class R
                Certificates

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ______________________ (the “Transferor”) to
      __________________________ (the “Transferee”) of the captioned mortgage
      pass-through certificates (the “Certificates”), the Transferee hereby certifies
      as follows:

     

    1. The
      Transferee understands that (a) the Certificates have not been and will not
      be
      registered or qualified under the Securities Act of 1933, as amended (the “Act”)
      or any state securities law, (b) the Depositor is not required to so register
      or
      qualify the Certificates, (c) the Certificates may be resold only if registered
      and qualified pursuant to the provisions of the Act or any state securities
      law,
      or if an exemption from such registration and qualification is available, (d)
      the Pooling and Servicing Agreement contains restrictions regarding the transfer
      of the Certificates and (e) the Certificates will bear a legend to the foregoing
      effect.

     

    2. The
      Transferee is acquiring the Certificates for its own account for investment
      only
      and not with a view to or for sale in connection with any distribution thereof
      in any manner that would violate the Act or any applicable state securities
      laws.

     

    3. The
      Transferee is (a) a substantial, sophisticated institutional investor having
      such knowledge and experience in financial and business matters, and, in
      particular, in such matters related to securities similar to the Certificates,
      such that it is capable of evaluating the merits and risks of investment in
      the
      Certificates, (b) able to bear the economic risks of such an investment and
      (c)
      an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant
      to the Act.

     

    4. The
      Transferee has been furnished with, and has had an opportunity to review (a)
      a
      copy of the Pooling and Servicing Agreement and (b) such other information
      concerning the Certificates, the Mortgage Loans and the Depositor as has been
      requested by the Transferee from the Depositor or the Transferor and is relevant
      to the Transferee’s decision to purchase the Certificates. The Transferee has
      had any questions arising from such review answered by the Depositor or the
      Transferor to the satisfaction of the Transferee.

     

    5. The
      Transferee has not and will not nor has it authorized or will it authorize
      any
      person to (a) offer, pledge, sell, dispose of or otherwise transfer any
      Certificate, any interest in any Certificate or any other similar security
      to
      any person in any manner, (b) solicit any offer to buy or to accept a pledge,
      disposition of other transfer of any Certificate, any interest in any
      Certificate or any other similar security from any person in any manner, (c)
      otherwise approach or negotiate with respect to any Certificate, any interest
      in
      any Certificate or any other similar security with any person in any manner,
      (d)
      make any general solicitation by means of general advertising or in any other
      manner or (e) take any other action, that (as to any of (a) through (e) above)
      would constitute a distribution of any Certificate under the Act, that would
      render the disposition of any Certificate a violation of Section 5 of the 1933
      Act or any state securities law, or that would require registration or
      qualification pursuant thereto. The Transferee will not sell or otherwise
      transfer any of the Certificates, except in compliance with the provisions
      of
      the Pooling and Servicing Agreement.

     

    6. The
      Transferee: (a) is not an employee benefit plan or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. § 2510.3-101 or (b) has provided the Securities
      Administrator with an Opinion of Counsel on which the Depositor, the Master
      Servicer, the Securities Administrator, the Trustee and the Servicer may rely,
      acceptable to and in form and substance satisfactory to the Securities
      Administrator to the effect that the purchase of Certificates is permissible
      under applicable law, will not constitute or result in any non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trust Fund, the Trustee, the Master Servicer, the Securities Administrator,
      the
      Depositor or the Servicer to any obligation or liability (including obligations
      or liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in the Pooling and Servicing Agreement.

     

    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator, the
      Master Servicer and the Servicer that the Transferee will not transfer such
      Certificates to any Plan or person unless such Plan or person meets the
      requirements set forth in paragraph 6 above.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B-3

     

    TRANSFER
      AFFIDAVIT AND AGREEMENT

     

    
      	
              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
                _________________________, the record owner of ACE Securities Corp.
                Home
                Equity Loan Trust, Series 2006-ASAP4 Asset Backed Pass-Through
                Certificates, Class R Certificates (the “Class R Certificates”), on behalf
                of whom I make this affidavit and agreement. Capitalized terms used
                but
                not defined herein have the respective meanings assigned thereto
                in the
                Pooling and Servicing Agreement pursuant to which the Class R Certificates
                were issued.

            


    

     

    
      	 	
              2.

            	
              The
                Owner (i) is and will be a “Permitted Transferee” as of
                ____________________. ____ and (ii) is acquiring the Class R Certificates
                for its own account or for the account of another Owner from which
                it has
                received an affidavit in substantially the same form as this affidavit.
                A
                “Permitted Transferee” is any person other than a “disqualified
                organization” or a possession of the United States. For this purpose, a
                “disqualified organization” means the United States, any state or
                political subdivision thereof, any agency or instrumentality of any
                of the
                foregoing (other than an instrumentality all of the activities of
                which
                are subject to tax and, except for the Federal Home Loan Mortgage
                Corporation, a majority of whose board of directors is not selected
                by any
                such governmental entity) or any foreign government, international
                organization or any agency or instrumentality of such foreign government
                or organization, any real electric or telephone cooperative, or any
                organization (other than certain farmers’ cooperatives) that is generally
                exempt from federal income tax unless such organization is subject
                to the
                tax on unrelated business taxable
                income.

            


    

     

    
      	 	
              3.

            	
              The
                Owner is aware (i) of the tax that would be imposed on transfers
                of the
                Class R Certificates to disqualified organizations under the Internal
                Revenue Code of 1986 that applies to all transfers of the Class R
                Certificates after April 31, 1988; (ii) that such tax would be on
                the
                transferor or, if such transfer is through an agent (which person
                includes
                a broker, nominee or middleman) for a non-Permitted Transferee, on
                the
                agent; (iii) that the person otherwise liable for the tax shall be
                relieved of liability for the tax if the transferee furnishes to
                such
                person an affidavit that the transferee is a Permitted Transferee
                and, at
                the time of transfer, such person does not have actual knowledge
                that the
                affidavit is false; and (iv) that each of the Class R Certificates
                may be
                a “noneconomic residual interest” within the meaning of proposed Treasury
                regulations promulgated under 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 is to impede the assessment or collection
                of
                tax.

            


    

     

    
      	 	
              4.

            	
              The
                Owner is aware of the tax imposed on a “pass-through entity” holding the
                Class R Certificates if, at any time during the taxable year of the
                pass-through entity, a non-Permitted Transferee is the record holder
                of an
                interest in such entity. (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.)

            


    

     

    
      	 	
              5.

            	
              The
                Owner is aware that the Securities Administrator will not register
                the
                transfer of any Class R Certificate unless the transferee, or the
                transferee’s agent, delivers to the Securities Administrator, among other
                things, an affidavit in substantially the same form as this affidavit.
                The
                Owner expressly agrees that it will not consummate any such transfer
                if it
                knows or believes that any of the representations contained in such
                affidavit and agreement are false.

            


    

     

    
      	 	
              6.

            	
              The
                Owner consents to any additional restrictions or arrangements that
                shall
                be deemed necessary upon advice of counsel to constitute a reasonable
                arrangement to ensure that the Class R Certificates will only be
                owned,
                directly or indirectly, by an Owner that is a Permitted
                Transferee.

            


    

     

    
      	 	
              7.

            	
              The
                Owner’s taxpayer identification number is
                ________________.

            


    

     

    
      	 	
              8.

            	
              The
                Owner has reviewed the restrictions set forth on the face of the
                Class R
                Certificates and the provisions of Section 6.02(d) of the Pooling
                and
                Servicing Agreement under which the Class R Certificates were issued
                (in
                particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d) which
                authorize the Securities Administrator to deliver payments to a person
                other than the Owner and negotiate a mandatory sale by the Securities
                Administrator in the event that the Owner holds such Certificate
                in
                violation of Section 6.02(d)); and that the Owner expressly agrees
                to be
                bound by and to comply with such restrictions and
                provisions.

            


    

     

    
      	 	
              9.

            	
              The
                Owner is not acquiring and will not transfer the Class R Certificates
                in
                order to impede the assessment or collection of any
                tax.

            


    

     

    
      	 	
              10.

            	
              The
                Owner anticipates that it will, so long as it holds the Class R
                Certificates, have sufficient assets to pay any taxes owed by the
                holder
                of such Class R Certificates, and hereby represents to and for the
                benefit
                of the person from whom it acquired the Class R Certificates that
                the
                Owner intends to pay taxes associated with holding such Class R
                Certificates as they become due, fully understanding that it may
                incur tax
                liabilities in excess of any cash flows generated by the Class R
                Certificates.

            


    

     

    
      	 	
              11.

            	
              The
                Owner has no present knowledge that it may become insolvent or subject
                to
                a bankruptcy proceeding for so long as it holds the Class R
                Certificates.

            


    

     

    
      	 	
              12.

            	
              The
                Owner has no present knowledge or expectation that it will be unable
                to
                pay any United States taxes owed by it so long as any of the Certificates
                remain outstanding.

            


    

     

    
      	 	
              13.

            	
              The
                Owner is not acquiring the Class R Certificates with the intent to
                transfer the Class R Certificates to any person or entity that will
                not
                have sufficient assets to pay any taxes owed by the holder of such
                Class R
                Certificates, or that may become insolvent or subject to a bankruptcy
                proceeding, for so long as the Class R Certificates remain
                outstanding.

            


    

     

    
      	 	
              14.

            	
              The
                Owner will, in connection with any transfer that it makes of the
                Class R
                Certificates, obtain from its transferee the representations required
                by
                Section 6.02(d) of the Pooling and Servicing Agreement under which
                the
                Class R Certificate were issued and will not consummate any such
                transfer
                if it knows, or knows facts that should lead it to believe, that
                any such
                representations are false.

            


    

     

    
      	 	
              15.

            	
              The
                Owner will, in connection with any transfer that it makes of the
                Class R
                Certificates, deliver to the Securities Administrator an affidavit,
                which
                represents and warrants that it is not transferring the Class R
                Certificates to impede the assessment or collection of any tax and
                that it
                has no actual knowledge that the proposed transferee: (i) has insufficient
                assets to pay any taxes owed by such transferee as holder of the
                Class R
                Certificates; (ii) may become insolvent or subject to a bankruptcy
                proceeding for so long as the Class R Certificates remains outstanding;
                and (iii) is not a “Permitted
                Transferee”.

            


    

     

    
      	 	
              16.

            	
              The
                Owner is 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 or any political subdivision thereof, or an estate
                or
                trust whose income from sources without the United States may be
                included
                in gross income for United States federal income tax purposes regardless
                of its connection with the conduct of a trade or business within
                the
                United States.

            


    

     

    
      	 	
              17.

            	
              The
                Owner of the Class R Certificate, hereby agrees that in the event
                that the
                Trust Fund created by the Pooling and Servicing Agreement is terminated
                pursuant to Section 10.01 thereof, the undersigned shall assign and
                transfer to the Holders of the Class CE and the Class P Certificates
                any
                amounts in excess of par received in connection with such termination.
                Accordingly, in the event of such termination, the Securities
                Administrator is hereby authorized to withhold any such amounts in
                excess
                of par and to pay such amounts directly to the Holders of the Class
                CE and
                the Class P Certificates. This agreement shall bind and be enforceable
                against any successor, transferee or assigned of the undersigned
                in the
                Class R Certificate. In connection with any transfer of the Class
                R
                Certificate, the Owner shall obtain an agreement substantially similar
                to
                this clause from any subsequent
                owner.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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
      _________________, ____.

     

    
      	 	 	 	 	 	 	 	
              [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 __________, ____.

     

    


    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 Certificates (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 Trustee or a transfer
      affidavit and agreement in the form attached to the Pooling and Servicing
      Agreement as Exhibit B-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
      ________________, ____.

     

    
      	 	 	 	 	 	 	 	
              [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 _____________, ____.

     

    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      C

     

    BACK-UP
      CERTIFICATION

     

    Re: __________
      (the “Trust”)

     

    Mortgage
      Pass-Through Certificates, Series 2006-ASAP4

     

    I,
      [identify the certifying individual], certify to ACE Securities Corp. (the
      “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
      Fargo Bank, National Association (the “Master Servicer”), and their respective
      officers, directors and affiliates, and with the knowledge and intent that
      they
      will rely upon this certification, that:

     

    
      	
              (1)

            	
              I
                have reviewed the servicer compliance statement of the Servicer provided
                in accordance with Item 1123 of Regulation AB (the “Compliance
                Statement”), the report on assessment of the Servicer’s compliance with
                the servicing criteria set forth in Item 1122(d) of Regulation AB
                (the
                “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18
                under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
                Item 1122 of Regulation AB (the “Servicing Assessment”), the registered
                public accounting firm’s attestation report provided in accordance with
                Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b)
                of
                Regulation AB (the “Attestation Report”), and all servicing reports,
                officer’s certificates and other information relating to the servicing of
                the Mortgage Loans by the Servicer during 200[ ] that were delivered
                by
                the Servicer to the Master Servicer pursuant to the Agreement
                (collectively, the “Servicer Servicing Information”);

            
	 	 
	
              (2)

            	
              Based
                on my knowledge, the Servicer Servicing Information, taken as a whole,
                does not contain any untrue statement of a material fact or omit
                to state
                a material fact necessary to make the statements made, in the light
                of the
                circumstances under which such statements were made, not misleading
                with
                respect to the period of time covered by the Servicer Servicing
                Information;

            
	 	 
	
              (3)

            	
              Based
                on my knowledge, all of the Servicer Servicing Information required
                to be
                provided by the Servicer under the Agreement has been provided to
                the
                Master Servicer;

            
	 	 
	
              (4)

            	
              I
                am responsible for reviewing the activities performed by the Servicer
                as
                servicer under the Agreement, and based on my knowledge and the compliance
                review conducted in preparing the Compliance Statement and except
                as
                disclosed in the Compliance Statement, the Servicing Assessment or
                the
                Attestation Report, the Servicer has fulfilled its obligations under
                the
                Agreement in all material respects; and

            
	 	 
	
              (5)

            	
              The
                Compliance Statement required to be delivered by the Servicer pursuant
                to
                the Agreement, and the Servicing Assessment and Attestation Report
                required to be provided by the Servicer and by any Subservicer or
                Subcontractor pursuant to the Agreement, have been provided to the
                Master
                Servicer. Any material instances of noncompliance described in such
                reports have been disclosed to the Master Servicer. Any material
                instance
                of noncompliance with the Servicing Criteria has been disclosed in
                such
                reports.

            
	 	 


    

    Capitalized
      terms used and not otherwise defined herein have the meanings assigned thereto
      in the Pooling and Servicing Agreement (the “Agreement”), dated as of July 1,
      2006, among ACE Securities Corp., Ocwen Loan Servicing, LLC, Wells Fargo Bank,
      National Association and HSBC Bank USA, National Association.

    


     

    
      	
              Date:

            	 
	 
	 
	
              [Signature]

            
	 
	
              [Title]

            


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    



    EXHIBIT
      D

    


    FORM
      OF
      POWER OF ATTORNEY

    


    RECORDING
      REQUESTED BY

    AND
      WHEN
      RECORDED MAIL TO

    Ocwen
      Loan Servicing, LLC

    1661
      Worthington Road, Centrepark West, Suite 100

    West
      Palm Beach, Florida 33409

    


    Attn:
      _________________________________

    


    LIMITED
      POWER OF ATTORNEY

    


    


    KNOW
      ALL
      MEN BY THESE PRESENTS, that ________________, having its principal place of
      business at ____________________, as Trustee (the “Trustee”) pursuant to that
      Pooling and Servicing Agreement among ___________________ (the “Depositor”),
      Wells Fargo Bank, National Association, as Master Servicer and Securities
      Administrator, Ocwen Loan Servicing, LLC, as the Servicer (the “Servicer”) and
      the Trustee, dated as of July 1, 2006 (the “Pooling and Servicing Agreement”),
      hereby constitutes and appoints the Servicer, by and through the Servicer’s
      officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name,
      place and stead and for the Trustee’s benefit, in connection with all mortgage
      loans serviced by the Servicer pursuant to the Pooling and Servicing Agreement
      for the purpose of performing all acts and executing all documents in the name
      of the Trustee as may be customarily and reasonably necessary and appropriate
      to
      effectuate the following enumerated transactions in respect of any of the
      mortgages or deeds of trust (the “Mortgages” and the “Deeds of Trust”,
      respectively) and promissory notes secured thereby (the “Mortgage Notes”) for
      which the undersigned is acting as Trustee for various certificateholders
      (whether the undersigned is named therein as mortgagee or beneficiary or has
      become mortgagee by virtue of endorsement of the Mortgage Note secured by any
      such Mortgage or Deed of Trust) and for which the Servicer is acting as
      servicer, all subject to the terms of the Pooling and Servicing
      Agreement.

    


    This
      appointment shall apply to the following enumerated transactions
      only:

    


    
      	1.  	
              The
                modification or re-recording of a Mortgage or Deed of Trust, where
                said
                modification or re-recordings is for the purpose of correcting the
                Mortgage or Deed of Trust to conform same to the original intent
                of the
                parties thereto or to correct title errors discovered after such
                title
                insurance was issued and said modification or re-recording, in either
                instance, does not adversely affect the lien of the Mortgage or Deed
                of
                Trust as insured.

            


    

    


    
      	2.  	
              The
                subordination of the lien of a Mortgage or Deed of Trust to an easement
                in
                favor of a public utility company of a government agency or unit
                with
                powers of eminent domain; this section shall include, without limitation,
                the execution of partial satisfactions/releases, partial reconveyances
                or
                the execution or requests to trustees to accomplish
                same.

            


    

    


    
      	3.  	
              The
                conveyance of the properties to the mortgage insurer, or the closing
                of
                the title to the property to be acquired as real estate owned, or
                conveyance of title to real estate
                owned.

            


    

    


      
      4. The
      completion of loan assumption agreements.

    


    
      	5.  	
              The
                full satisfaction/release of a Mortgage or Deed of Trust or full
                conveyance upon payment and discharge of all sums secured thereby,
                including, without limitation, cancellation of the related Mortgage
                Note.

            


    

    


    
      	6.  	
              The
                assignment of any Mortgage or Deed of Trust and the related Mortgage
                Note,
                in connection with the repurchase of the mortgage loan secured and
                evidenced thereby.

            


    

    


    
      	7.  	
              The
                full assignment of a Mortgage or Deed of Trust upon payment and discharge
                of all sums secured thereby in conjunction with the refinancing thereof,
                including, without limitation, the assignment of the related Mortgage
                Note.

            


    

    


    
      	8.  	
              With
                respect to a Mortgage or Deed of Trust, the foreclosure, the taking
                of a
                deed in lieu of foreclosure, or the completion of judicial or non-judicial
                foreclosure or termination, cancellation or rescission of any such
                foreclosure, including, without limitation, any and all of the following
                acts:

            


    

    


    
      	a.  	
              the
                substitution of trustee(s) serving under a Deed of Trust, in accordance
                with state law and the Deed of
                Trust;

            


    

    


    
      	b.  	
              the
                preparation and issuance of statements of breach or
                non-performance;

            


    

    


    
      	c.  	
              the
                preparation and filing of notices of default and/or notices of
                sale;

            


    

    


    
      	d.  	
              the
                cancellation/rescission of notices of default and/or notices of
                sale;

            


    

    


    
      	e.  	
              the
                taking of a deed in lieu of foreclosure;
                and

            


    

    


    
      	f.  	
              the
                preparation and execution of such other documents and performance
                of such
                other actions as may be necessary under the terms of the Mortgage,
                Deed of
                Trust or state law to expeditiously complete said transactions in
                paragraphs 8.a. through 8.e.,
                above.

            


    

    


    The
      undersigned gives said Attorney-in-Fact full power and authority to execute
      such
      instruments and to do and perform all and every act and thing necessary and
      proper to carry into effect the power or powers granted by or under this Limited
      Power of Attorney as fully as the undersigned might or could do, and hereby
      does
      ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
      to be done by authority hereof. 

    


    Third
      parties without actual notice may rely upon the exercise of the power granted
      under this Limited Power of attorney; and may be satisfied that this Limited
      Power of Attorney shall continue in full force and effect and has not been
      revoked unless an instrument of revocation has been made in writing by the
      undersigned.

    


    IN
      WITNESS WHEREOF, ________________ as Trustee pursuant to that Pooling and
      Servicing Agreement among the Depositor, Wells Fargo Bank, National Association,
      Ocwen Loan Servicing, LLC and the Trustee, dated as of ___________ 1, 200__
      (_____________ Asset Backed Certificates, Series 200__-___), has caused its
      corporate seal to be hereto affixed and these presents to be signed and
      acknowledged in its name and behalf by ____________ its duly elected and
      authorized Vice President this _________ day of _________, 200__.

    


    
      	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
              as
                Trustee for _____ Asset 

              Backed
                Certificates, Series 200__-___

            
	 	 	 	 	 	 	 	
               

              By:

            	 
	 	 	 	 	 	 	 	 	 


    

    


    


    


    
      	
              STATE
                OF _____________

            
	 
	
              COUNTY
                OF ___________

            


    

    


    


    


    On
      _______________, 200__, before me, the undersigned, a Notary Public in and
      for
      said state, personally appeared ____________, Vice President of
      ____________________ as Trustee for ___________ Asset Backed Certificates,
      Series 200__-___, personally known to me to be the person whose name is
      subscribed to the within instrument and acknowledged to me that he/she executed
      that same in his/her authorized capacity, and that by his/her signature on
      the
      instrument the entity upon behalf of which the person acted and executed the
      instrument.

    


    WITNESS
      my hand and official seal.

    (SEAL)

    
      	 	 
	 	
              Notary
                Public

            
	 	
              My
                Commission Expires
                _________________

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    SERVICING
      CRITERIA

    


    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    The
      assessment of compliance to be delivered by [the Servicer] [the Master Servicer]
      [Name of Subservicer] shall address, at a minimum, the criteria identified
      as
      below as “Relevant Servicing Criteria”:

    


    
      	
              SERVICING
                CRITERIA 

            	
              RELEVANT
                SERVICING CRITERIA

            
	
              Reference

            	
              Criteria

            	
               

            
	
               

            	
              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

            
	
              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

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans 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

            	
              X

            
	
              1122(d)(2)(i)

            	
              Payments
                on mortgage loans 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

            
	
              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

            
	
              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 overcollateralization, 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

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            
	
              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

            
	
               

            	
              Investor
                Remittances and Reporting

            	
              X

            
	
              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 mortgage loans serviced by the
                Servicer.

            	
              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

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              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

            
	
               

            	
              Pool
                Asset Administration

            	
              X

            
	
              1122(d)(4)(i)

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

            	
              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

            
	
              1122(d)(4)(iv)

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the 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 mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the mortgage loans agree with the 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 mortgage loans
                (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
                mortgage
                loan 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 mortgage loans 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 mortgage loans with variable
                rates are computed based on the related mortgage loan
                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 mortgage loan
                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 mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                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 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.

            	 


    

    


     

    [NAME
      OF SERVICER] [MASTER SERVICER] [NAME OF SUBSERVICER]

     

    


    
      	
              Date:

            	 
	
               

               

              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Schedule
      1122 (Pooling and Servicing Agreement)

     

    Assessments
      of Compliance and Attestation Reports Servicing Criteria2 

    


    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	
              Depositor

            	
              Seller

            	
              Servicer

            	
              Trustee

            	
              Custodian

            	
              Paying
                Agent

            	
              Master
                Servicer

            	
              Securities
                Administrator

            
	
              (1) General
                Servicing Considerations

            	 	 	 	 	 	 	 	 
	
              (i) monitoring
                performance or other triggers and events of default

            	 	 	
              X

            	 	 	 	
              X

            	
              X

            
	
              (ii) monitoring
                performance of vendors of activities outsourced

            	 	 	
              X

            	 	 	 	
              X

            	 
	
              (iii) maintenance
                of back-up servicer for pool assets

            	 	 	 	 	 	 	 	 
	
              (iv) fidelity
                bond and E&O policies in effect

            	 	 	
              X

            	 	 	 	
              X

            	 
	
              (2) Cash
                Collection and Administration

            	 	 	 	 	 	 	 	 
	
              (i) timing
                of deposits to custodial account

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (ii) wire
                transfers to investors by authorized personnel

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (iii) advances
                or guarantees made, reviewed and approved as required

            	 	 	
              X

            	 	 	 	
              X

            	 
	
              (iv) accounts
                maintained as required

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (v) accounts
                at federally insured depository institutions

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (vi) unissued
                checks safeguarded

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (vii) monthly
                reconciliations of accounts

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (3) Investor
                Remittances and Reporting

            	 	 	 	 	 	 	 	 
	
              (i) investor
                reports

            	 	 	
              X

            	 	 	 	
              X

            	
              X

            
	
              (ii) remittances

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (iii) proper
                posting of distributions

            	 	 	
              X

            	 	 	
              X

            	 	
              X

            
	
              (iv) reconciliation
                of remittances and payment statements

            	 	 	
              X

            	 	 	
              X

            	
              X

            	
              X

            
	
              (4) Pool
                Asset Administration

            	 	 	 	 	 	 	 	 
	
              (i) maintenance
                of pool collateral

            	 	 	
              X

            	 	
              X

            	 	 	 
	
              (ii) safeguarding
                of pool assets/documents

            	 	 	
              X

            	 	
              X

            	 	 	 
	
              (iii) additions,
                removals and substitutions of pool assets

            	 	
              X

            	
              X

            	 	 	 	 	 
	
              (iv) posting
                and allocation of pool asset payments to pool assets

            	 	 	
              X

            	 	 	 	 	 
	
              (v) reconciliation
                of servicer records

            	 	 	
              X

            	 	 	 	 	 
	
              (vi) modifications
                or other changes to terms of pool assets

            	 	 	
              X

            	 	 	 	 	 
	
              (vii) loss
                mitigation and recovery actions

            	 	 	
              X

            	 	 	 	 	 
	
              (viii)records
                regarding collection efforts

            	 	 	
              X

            	 	 	 	 	 
	
              (ix) adjustments
                to variable interest rates on pool assets

            	 	 	
              X

            	 	 	 	 	 
	
              (x) matters
                relating to funds held in trust for obligors

            	 	 	
              X

            	 	 	 	 	 
	
              (xi) payments
                made on behalf of obligors (such as for taxes or
                insurance)

            	 	 	
              X

            	 	 	 	 	 
	
              (xii) late
                payment penalties with respect to payments made on behalf of obligors
                

            	 	 	
              X

            	 	 	 	 	 
	
              (xiii)records
                with respect to payments made on behalf of obligors

            	 	 	
              X

            	 	 	 	 	 
	
              (xiv) recognition
                and recording of delinquencies, charge-offs and uncollectible
                accounts

            	 	 	
              X

            	 	 	 	
              X

            	 
	
              (xv) maintenance
                of external credit enhancement or other support

            	 	 	 	 	 	 	 	
              X

            


    

    


    
      

    

    
      
        
          	*	
                  The
                    descriptions of the Item 1122(d) servicing criteria use key words
                    and
                    phrases and are not verbatim recitations of the servicing criteria.
                    Refer
                    to Regulation AB, Item 1122 for a full description of servicing
                    criteria.

                


        

      

    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F

    


    MORTGAGE
      LOAN PURCHASE AGREEMENT

    
       

      This
        is a
        Mortgage Loan Purchase Agreement (this “Agreement”), dated July 31, 2006,
        between DB Structured Products, Inc., a Delaware corporation (the “Seller”) and
        ACE Securities Corp., a Delaware corporation (the “Purchaser”).

       

      Preliminary
        Statement

       

      The
        Seller intends to sell the Mortgage Loans (as hereinafter identified) to
        the
        Purchaser on the terms and subject to the conditions set forth in this
        Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
        pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
        series of mortgage pass-through certificates designated as ACE Securities
        Corp.
        Home Equity Loan Trust, Series 2006-ASAP4, Asset Backed Pass-Through
        Certificates (the “Certificates”). The Certificates will consist of twenty
        classes of certificates. The Certificates will be issued pursuant to a Pooling
        and Servicing Agreement for ACE Securities Corp. Home Equity Loan Trust,
        Series
        2006-ASAP4, Asset Backed Pass-Through Certificates, dated as of July 1, 2006
        (the “Pooling and Servicing Agreement”), among the Purchaser as depositor, Wells
        Fargo Bank, National Association as master servicer (the “Master Servicer”) and
        securities administrator (the “Securities Administrator”), Ocwen
        Loan Servicing, LLC as servicer (the “Servicer”)
        and HSBC
        Bank USA, National Association as trustee (the “Trustee”). The Purchaser will
        sell the Class A-1 Certificates and, the Class A-2A, Class A-2B, Class A-2C
        and
        Class A-2D Certificates (collectively, the “Class A-2 Certificates”) and 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, Class M-10 and Class M-11 Certificates (collectively,
        the
“Mezzanine Certificates”) to Deutsche Bank Securities Inc. (“DBSI”), pursuant to
        the Second Amended and Restated Underwriting Agreement, dated as of June
        24,
        1999, as amended and restated to and including January 25, 2006, between
        the
        Purchaser and DBSI, and the Terms Agreement, dated July 26,
        2006
        (collectively, the “Underwriting Agreement”), between the Purchaser and DBSI.
        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, on July 31, 2006
        (the
“Closing Date”), certain conventional, one- to four-family, fixed-rate and
        adjustable-rate, residential, first and second lien, residential mortgage
        loans
        (the “Mortgage Loans”), having an aggregate principal balance as of the close of
        business on July 1, 2006 (the “Cut-off Date”) of approximately $567,554,421 (the
“Closing Balance”), after giving effect to all payments due on the Mortgage
        Loans on or before the Cut-off Date, whether or not received, including the
        right to any Prepayment Charges payable by the related Mortgagors in connection
        with any Principal Prepayments on the Mortgage Loans.
        

       

      SECTION
        2. Mortgage
        Loan 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 will prepare or cause to be prepared on or prior to the Closing
        Date
        a final schedule (the “Closing Schedule”) that shall describe such Mortgage
        Loans and set forth all of the Mortgage Loans to be purchased under this
        Agreement, including the Prepayment Charges. The Closing Schedule will conform
        to the requirements set forth in this Agreement and to the definition of
        “Mortgage Loan 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 (the “Purchase Price”) equal to (i)
        $________*1 
        and (ii)
        a 100% interest in the Class CE, Class P and Class R Certificates (collectively
        the “DB Certificates”). The DB Certificates shall be in the name of “Deutsche
        Bank Securities Inc.”

       

      (b) The
        Purchaser or any assignee, transferee or designee of the Purchaser shall
        be
        entitled to all scheduled payments of principal due after the Cut-off Date,
        all
        other payments of principal due and collected after the Cut-off Date, and
        all
        payments of interest on the Mortgage Loans allocable to the period after
        the
        Cut-off Date. 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.

       

      (c) Pursuant
        to the Pooling and Servicing Agreement, the Purchaser 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.

       

      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. 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, including any riders thereto, endorsed in blank,
        with
        all prior and intervening endorsements showing a complete chain of endorsement
        from the originator to the Person so endorsing to the Trustee;

       

      (ii) the
        original Mortgage or a certified copy thereof, including any riders thereto,
        with evidence of recording thereon, and the original recorded power of attorney,
        if the Mortgage was executed pursuant to a power of attorney, with evidence
        of
        recording thereon, and in the case of each MOM Loan, the original Mortgage,
        noting the presence of the MIN of the Loan and either language indicating
        that
        the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan
        at
        origination, the original Mortgage and the assignment thereof to MERS®, with
        evidence of recording indicated thereon;

       

      (iii) an
        original Assignment of Mortgage executed in blank;

       

      (iv) the
        original recorded Assignment or Assignments of the Mortgage, or a certified
        copy
        or copies thereof, showing a complete chain of assignment from the originator
        to
        the last Person assigning the Mortgage;

       

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

       

      (vi) the
        original lender’s title insurance policy, together with all endorsements or
        riders that 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;

       

      (vii) the
        original of any guarantee executed in connection with the Mortgage Note,
        if any;
        and

       

      (viii) the
        original of any security agreement, chattel mortgage or equivalent document
        executed in connection with the Mortgage, if any.

       

      Notwithstanding
        anything to the contrary contained in this Section 4, with respect to a maximum
        of approximately 1.0% of the Mortgage Loans, by aggregate principal balance
        of
        the Mortgage Loans as of the Cut-off Date, if any original Mortgage Note
        referred to in Section 4(b)(i) above cannot be located, the obligations of
        the
        Seller to deliver such documents shall be deemed to be satisfied upon delivery
        to the Purchaser or any assignee, transferee or designee of the Purchaser
        of a
        photocopy of such Mortgage Note, if available, with a lost note affidavit
        substantially in the form of Exhibit 1 attached hereto. If any of the original
        Mortgage Notes for which a lost note affidavit was delivered to the Purchaser
        or
        any assignee, transferee or designee of the Purchaser is subsequently located,
        such original Mortgage Note shall be delivered to the Purchaser or any assignee,
        transferee or designee of the Purchaser within three (3) Business Days; and
        if
        any document referred to in Section 4(b)(ii) 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 delivery to the Purchaser or
        any
        assignee, transferee or designee of the Purchaser promptly upon receipt thereof
        by or on behalf of the Seller 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.

       

      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. The Seller
        shall deliver such original title insurance policy to the Purchaser or any
        assignee, transferee or designee of the Purchaser promptly upon receipt by
        the
        Seller, if any.

       

      Each
        original document relating to a 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, its assignee, transferee or
        designee.

       

      In
        connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
        expense, within 30 days after the Closing Date, the MERS® System to indicate
        that such Mortgage Loans have been assigned by the Seller to the Purchaser
        and
        by the Purchaser to the Trustee in accordance with this Agreement for the
        benefit of the Certificateholders by including (or deleting, in the case
        of
        Mortgage Loans which are repurchased in accordance with this Agreement) in
        such
        computer files (a) the code in the field which identifies the specific Trustee
        and (b) the code in the field “Pool Field” which identifies the series of the
        Certificates issued in connection with such Mortgage Loans. The Seller further
        agrees that it will not, and will not permit the Servicer or the Master Servicer
        to alter the codes referenced in this paragraph with respect to any Mortgage
        Loan during the term of this Agreement unless and until such Mortgage Loan
        is
        repurchased in accordance with the terms of this Agreement or the Pooling
        and
        Servicing Agreement.

       

      (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 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 Closing
        Schedule.

       

      (d) 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 will be promptly reimbursed by the
        Seller.

       

      (e) 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.  Such examination may be
        made by the Purchaser or the Trustee, and their respective designees, upon
        reasonable notice to the Seller 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 Loans that do not conform to the requirements of the Purchaser as
        described in this Agreement, such Mortgage Loans 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:

       

      (i) The
        Seller is a Delaware corporation with full corporate power and authority
        to
        conduct its business as presently conducted by it to the extent material
        to the
        consummation of the transactions contemplated herein. The Agreement has been
        duly authorized, executed and delivered by the Seller. The Seller had the
        full
        corporate power and authority to own the Mortgage Loans and to transfer and
        convey the Mortgage Loans to the Purchaser and has the full corporate power
        and
        authority to execute and deliver, engage in the transactions contemplated
        by,
        and perform and observe the terms and conditions of this Agreement;

       

      (ii) The
        Seller has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement, and this Agreement,
        assuming due authorization, execution and delivery by the Purchaser, constitutes
        a legal, valid and binding obligation of the Seller, enforceable against
        it in
        accordance with its terms except as the enforceability thereof may be limited
        by
        bankruptcy, insolvency or reorganization or by general principles of
        equity;

       

      (iii) The
        execution, delivery and performance of this Agreement by the Seller (x) does
        not
        conflict and will not conflict with, does not breach and will not result
        in a
        breach of and does not constitute and will not constitute a default (or an
        event, which with notice or lapse of time or both, would constitute a default)
        under (A) any terms or provisions of the organizational documents of the
        Seller,
        (B) any term or provision of any material agreement, contract, instrument
        or
        indenture, to which the Seller is a party or by which the Seller or any of
        its
        property is bound, or (C) any law, rule, regulation, order, judgment, writ,
        injunction or decree of any court or governmental authority having jurisdiction
        over the Seller or any of its property and (y) does not create or impose
        and
        will not result in the creation or imposition of any lien, charge or encumbrance
        (other than any created hereby in favor of the Purchaser and its assignees)
        which would have a material adverse effect upon the Mortgage Loans or any
        documents or instruments evidencing or securing the Mortgage Loans;

       

      (iv) No
        consent, approval, authorization or order of, registration or filing with,
        or
        notice on behalf of the Seller to any governmental authority or court is
        required, under federal laws or the laws of the State of New York, for the
        execution, delivery and performance by the Seller of, or compliance by the
        Seller with, this Agreement or the consummation by the Seller of any other
        transaction contemplated hereby and by the Pooling and Servicing Agreement;
        provided, however, that the Seller makes no representation or warranty regarding
        federal or state securities laws in connection with the sale or distribution
        of
        the Certificates;

       

      (v) The
        Seller is not in violation of, and the execution and delivery of this Agreement
        by the Seller and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Seller or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Seller or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder;

       

      (vi) The
        Seller does not believe, nor does it have any reason or cause to believe,
        that
        it cannot perform each and every covenant contained in this
        Agreement;

       

      (vii) Immediately
        prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
        the Seller was the owner of the related Mortgage and the indebtedness evidenced
        by the related Mortgage Note, and, upon the payment to the Seller of the
        Purchase Price, in the event that the Seller retains or has retained record
        title, the Seller shall retain such record title to each Mortgage, each related
        Mortgage Note and the related Mortgage Files with respect thereto in trust
        for
        the Purchaser as the owner thereof from and after the date hereof;

       

      (viii) There
        are
        no actions or proceedings against, or investigations known to it of, the
        Seller
        before any court, administrative or other tribunal (A) that might prohibit
        its
        entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
        Loans by the Seller or the consummation of the transactions contemplated
        by this
        Agreement or (C) that might prohibit or materially and adversely affect the
        performance by the Seller of its obligations under, or validity or
        enforceability of, this Agreement;

       

      (ix) The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller, and the transfer, assignment and
        conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
        to
        this Agreement are not subject to the bulk transfer or any similar statutory
        provisions in effect in any relevant jurisdiction, except any as may have
        been
        complied with;

       

      (x) The
        Seller has not dealt with any broker, investment banker, agent or other person,
        except for the Purchaser or any of its affiliates, that may be entitled to
        any
        commission or compensation in connection with the sale of the Mortgage Loans
        (except that an entity that previously financed the Seller’s ownership of the
        Mortgage Loans may be entitled to a fee to release its security interest
        in the
        Mortgage Loans, which fee shall have been paid and which security interest
        shall
        have been released on or prior to the Closing Date);

       

      (xi) There
        is
        no litigation currently pending or, to the best of the Seller’s knowledge
        without independent investigation, threatened against the Seller that would
        reasonably be expected to adversely affect the transfer of the Mortgage Loans,
        the issuance of the Certificates or the execution, delivery, performance
        or
        enforceability of this Agreement, or that would result in a material adverse
        change in the financial condition of the Seller; and

       

      (xii) The
        information set forth in the applicable part of the Closing Schedule relating
        to
        the existence of a Prepayment Charge 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 mortgagor’s full and voluntary principal
        prepayment under applicable law, except to the extent that: (1) the
        enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights; (2) the
        collectability thereof may be limited due to acceleration in connection with
        a
        foreclosure or other involuntary prepayment; or (3) subsequent changes in
        applicable law may limit or prohibit enforceability thereof under applicable
        law.

       

      SECTION
        6. Representations
        and Warranties of the Seller Relating to the Mortgage Loans.

       

      The
        Seller hereby represents and warrants to the Purchaser that as to each Mortgage
        Loan as of the Closing Date:

       

      (i) Information
        provided to the Rating Agencies, including the loan level detail, is true
        and
        correct according to the Rating Agency requirements;

       

      (ii) No
        error,
        omission, misrepresentation, negligence, fraud or similar occurrence with
        respect to a 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;

       

      (iii) Except
        as
        set forth on the Closing Schedule, all payments required to be made prior
        to the
        Cut-off Date with respect to each Mortgage Loan have been made;

       

      (iv) [Reserved];

       

      (v) There
        are
        no delinquent taxes, assessment liens or insurance premiums affecting the
        related Mortgaged Property;

       

      (vi) The
        terms
        of the Mortgage Note and the Mortgage have not been materially impaired,
        waived,
        altered or modified in any respect, except by written instruments, recorded
        in
        the applicable public recording office if necessary to maintain the lien
        priority of the Mortgage. The substance of any such waiver, alteration or
        modification has been approved by the title insurer, to the extent required
        by
        the related policy. No Mortgagor has been released, in whole or in part,
        except
        in connection with an assumption agreement (approved by the title insurer
        to the
        extent required by the policy) and which assumption agreement has been delivered
        to the Trustee;

       

      (vii) The
        Mortgaged Property is insured against loss by fire and hazards of extended
        coverage (excluding earthquake insurance) in an amount which is at least
        equal
        to the lesser of (i) the amount necessary to compensate for any damage or
        loss
        to the improvements which are a part of such property on a replacement cost
        basis or (ii) the outstanding principal balance of the Mortgage Loan. If
        the
        Mortgaged Property is in an area identified on a flood hazard map or flood
        insurance rate map issued by the Federal Emergency Management Agency as having
        special flood hazards (and such flood insurance has been made available),
        a
        flood insurance policy meeting the requirements of the current guidelines
        of the
        Federal Insurance Administration is in effect. All such insurance policies
        contain a standard mortgagee clause naming the originator of the Mortgage
        Loan,
        its successors and assigns as mortgagee and the Seller has not engaged in
        any
        act or omission which would impair the coverage of any such insurance policies.
        Except as may be limited by applicable law, the Mortgage obligates the Mortgagor
        thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
        and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
        to maintain such insurance at Mortgagor’s cost and expense and to seek
        reimbursement therefor from the Mortgagor;

       

      (viii) Each
        Mortgage Loan and the related Prepayment Charge, if any, complied in all
        material respects with any and all requirements of any federal, state or
        local
        law including, without limitation, usury, truth in lending, anti-predatory
        lending, real estate settlement procedures, consumer credit protection, equal
        credit opportunity, fair housing, fair lending or disclosure laws applicable
        to
        the origination and servicing of the Mortgage Loans and the consummation
        of the
        transactions contemplated hereby will not involve the violation of any such
        laws;

       

      (ix) The
        Mortgage has not been satisfied, cancelled, subordinated (other than with
        respect to second lien Mortgage Loans, the subordination to the first lien)
        or
        rescinded, in whole or in part, and the Mortgaged Property has not been released
        from the lien of the Mortgage, in whole or in part, nor has any instrument
        been
        executed that would effect any such satisfaction, cancellation, subordination,
        rescission or release;

       

      (x) The
        Mortgage was recorded or was submitted for recording in accordance with all
        applicable laws and is a valid, existing and enforceable first or second
        lien on
        the Mortgaged Property including all improvements on the Mortgaged
        Property;

       

      (xi) The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, insured under the related title
        policy, and enforceable in accordance with its terms, except to the extent
        that
        the enforceability thereof may be limited by a bankruptcy, insolvency or
        reorganization;

       

      (xii) The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage and has the full right to convey, transfer and sell the
        Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
        lien
        (other than with respect to second lien Mortgage Loans, the subordination
        to the
        first lien Mortgage Loan), pledge, charge, claim or security interest and
        immediately upon the sale, assignment and endorsement of the Mortgage Loans
        from
        the Seller to the Purchaser, the Purchaser shall have good and indefeasible
        title to and be the sole legal owner of the Mortgage Loans subject only to
        any
        encumbrance, equity, lien, pledge, charge, claim or security interest arising
        out of the Purchaser’s actions;

       

      (xiii) Each
        Mortgage Loan is covered by a valid and binding American Land Title Association
        lender’s title insurance policy issued by a title insurer qualified to do
        business in the jurisdiction where the Mortgaged Property is located. No
        claims
        have been filed under such lender’s title insurance policy, and the Seller has
        not done, by act or omission, anything that would impair the coverage of
        the
        lender’s title insurance policy;

       

      (xiv) There
        is
        no material default, breach, violation event or event of acceleration existing
        under the Mortgage or the Mortgage Note and no event which, with the passage
        of
        time or with notice and the expiration of any grace or cure period, would
        constitute a material default, breach, violation or event of acceleration,
        and
        the Seller has not, nor has its predecessors, waived any material default,
        breach, violation or event of acceleration;

       

      (xv) There
        are
        no mechanics’ or similar liens or claims which have been filed for work, labor
        or material provided to the related Mortgaged Property prior to the origination
        of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
        with, the lien of the related Mortgage, except as may be disclosed in the
        related title policy;

       

      (xvi) Except
        with respect to approximately 11.30% of the Mortgage Loans by aggregate
        principal balance as of the Cut-off Date, which are balloon loans and
        approximately 54.57% of the Mortgage Loans by aggregate principal balance
        as of
        the Cut-off Date, which are interest only loans, each Mortgage Note is payable
        on the first day of each month in equal monthly installments of principal
        and
        interest (subject to adjustment in the case of the adjustable rate Mortgage
        Loans), with interest calculated on a 30/360 basis and payable in arrears,
        sufficient to amortize the Mortgage Loan fully by the stated maturity date
        over
        an original term from commencement of amortization to not more than 30 years
        and
        no Mortgage Loan permits negative amortization;

       

      (xvii) The
        servicing practices used in connection with the servicing of the Mortgage
        Loans
        have been in all respects reasonable and customary in the mortgage servicing
        industry of like mortgage loan servicers, servicing similar subprime mortgage
        loans originated in the same jurisdiction as the Mortgaged
        Property;

       

      (xviii) At
        the
        time of origination of the Mortgage Loan there was no proceeding pending
        for the
        total or partial condemnation of the Mortgaged Property and, as of the date
        such
        Mortgage Loan was purchased by the Purchaser, to the best of the Purchaser’s
        knowledge there is no proceeding pending for the total or partial condemnation
        of the Mortgaged Property;

       

      (xix) The
        Mortgage and related Mortgage Note contain customary and enforceable provisions
        such as to render the rights and remedies of the holder thereof adequate
        for the
        realization against the Mortgaged Property of the benefits of the security
        provided thereby, including, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (b) otherwise by judicial
        foreclosure;

       

      (xx) The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the related Mortgage referred to in subsection (x) above;

       

      (xxi) In
        the
        event the Mortgage constitutes 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 the Mortgage, and no fees or expenses are or will
        become
        payable by the Seller to the trustee under the deed of trust, except in
        connection with a trustee’s sale after default by the Mortgagor;

       

      (xxii) The
        Mortgage Loan is not subject to any valid right of rescission, set-off,
        counterclaim or defense, including without limitation the defense of usury,
        nor
        will the operation of any of the terms of the Mortgage Note or the Mortgage,
        or
        the exercise of any right thereunder, render either the Mortgage Note or
        the
        Mortgage unenforceable, in whole or in part, or subject to any such right
        of
        rescission, set-off, counterclaim or defense, including without limitation
        the
        defense of usury, and no such right of rescission, set-off, counterclaim
        or
        defense has been asserted with respect thereto;

       

      (xxiii) The
        Mortgage Loans were underwritten in accordance with the underwriting guidelines
        in effect at the time the Mortgage Loans were purchased by the Seller (the
        “Seller’s Underwriting Guidelines”), except with respect to certain of those
        Mortgage Loans which had compensating factors permitting a deviation from
        the
        Seller’s Underwriting Guidelines;

       

      (xxiv) The
        Mortgaged Property is free of material damage and waste, excepting therefrom
        any
        Mortgage Loan subject to an escrow withhold as shown on the Closing
        Schedule;

       

      (xxv) All
        of
        the improvements which were included in determining the appraised value of
        the
        Mortgaged Property lie wholly within the Mortgaged Property’s boundary lines and
        no improvements on adjoining properties encroach upon the Mortgaged Property,
        excepting therefrom: (i) any encroachment insured against in the lender’s title
        insurance policy identified in subsection (xiii), (ii) any encroachment
        generally acceptable to subprime mortgage loan originators doing business
        in the
        same jurisdiction as the Mortgaged Property, and (iii) any encroachment which
        does not materially interfere with the benefits of the security intended
        to be
        provided by such Mortgage;

       

      (xxvi) All
        parties to the Mortgage Note had the legal capacity to execute the Mortgage
        Note
        and the Mortgage, and the Mortgage Note and the Mortgage have been duly executed
        by such parties;

       

      (xxvii) To
        the
        best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
        no appraised improvement located on or being part of the Mortgaged Property
        was
        in violation of any applicable zoning law or regulation and all inspections,
        licenses and certificates required in connection with the origination of
        any
        Mortgage Loan with respect to the occupancy of the Mortgaged Property, have
        been
        made or obtained from the appropriate authorities;

       

      (xxviii) No
        Mortgagor has notified the Seller of any relief requested or allowed under
        the
        Servicemembers Civil Relief Act;

       

      (xxix) All
        parties which have held an interest in the Mortgage Loan are (or during the
        period in which they held and disposed of such interest, were) (1) in compliance
        with any and all applicable licensing requirements of the state wherein the
        Mortgaged Property is located, (2) organized under the laws of such state,
        (3)
        qualified to do business in such state, (4) a federal savings and loan
        association or national bank, (5) not doing business in such state, or (6)
        exempt from the applicable licensing requirements of such state;

       

      (xxx) The
        Mortgage File contains an appraisal of the related Mortgaged Property which
        was
        made prior to the approval of the Mortgage Loan by a qualified appraiser,
        duly
        appointed by the related originator and was made in accordance with the
        Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and
        the
        Uniform Standards of Professional Appraisal Practice;

       

      (xxxi) Except
        as
        may otherwise be limited by applicable law, the Mortgage contains a provision
        for the acceleration of the payment of the unpaid principal balance of the
        Mortgage Loan in the event that the Mortgaged Property is sold or transferred
        without the prior written consent of the Mortgagee thereunder;

       

      (xxxii) The
        Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially paid
        with
        funds deposited in a separate account established by the related originator,
        the
        Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
        than
        the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
        the Mortgage loan does not have a shared appreciation or other contingent
        interest feature;

       

      (xxxiii) To
        the
        best of the Seller’s knowledge there is no action or proceeding directly
        involving the Mortgaged Property presently pending in which compliance with
        any
        environmental law, rule or regulation is at issue and the Seller has received
        no
        notice of any condition at the Mortgaged Property which is reasonably likely
        to
        give rise to an action or proceeding in which compliance with any environmental
        law, rule or regulation is at issue;

       

      (xxxiv) Each
        Mortgage Loan is an obligation which is principally secured by an interest
        in
        real property within the meaning of Treasury Regulation section
        1.860G-2(a);

       

      (xxxv) Each
        Mortgage Loan (a) is directly secured by a first or second lien on, and consists
        of a single parcel of, real property with a detached one-to-four family
        residence erected thereon, a townhouse or an individual condominium unit
        in a
        condominium project, or an individual unit in a planned unit development
        (“PUD”). Any unit in a PUD or condominium project conforms to the requirements
        of the Seller’s Underwriting Guidelines regarding such dwellings. No residence
        or dwelling is a mobile home or a manufactured dwelling unless it is a
        manufactured dwelling, which is permanently affixed to a foundation and treated
        as “real estate” under applicable law. No Mortgaged Property is used for
        commercial purposes. Mortgaged Properties which contain a home office shall
        not
        be considered as being used for commercial purposes as long as the Mortgaged
        Property has not been altered for commercial purposes and is not storing
        any
        chemicals or raw materials other than those commonly used for homeowner repair,
        maintenance and/or household purposes;

       

      (xxxvi) The
        Mortgage Interest Rate with respect to the Adjustable Rate Mortgage Loans
        is
        subject to adjustment at the time and in the amounts as are set forth in
        the
        related Mortgage Note;

       

      (xxxvii) No
        Mortgage Loan contains a provision whereby the Mortgagor can convert an
        Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan;

       

      (xxxviii) 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 such Group
        I
        Mortgage Loan; 

       

      (xxxix) With
        respect to any Group I Mortgage Loan that contains a provision permitting
        imposition of a penalty upon a prepayment prior to maturity: (i) prior to
        such
        Group I Mortgage Loan’s origination, the Group I Mortgage Loan provides some
        benefit to the borrower (e.g. a rate or fee reduction) in exchange for accepting
        such prepayment penalty, (ii) such Group I Mortgage Loan’s originator had a
        written policy of offering the borrower, or requiring third-party brokers
        to
        offer the borrower the option of obtaining a mortgage loan that did not require
        payment of such a prepayment penalty, (iii) the prepayment
        penalty
        was adequately disclosed to the borrower pursuant to applicable state and
        federal law, (iv) no Group I Mortgage Loan originated on or after October
        1,
        2002 will provide for a prepayment penalty for a term in excess of three
        years
        and any Group I Mortgage Loan originated prior to such date will not provide
        for
        prepayment penalties for a term in excess of five years; in each case unless
        such Group I Mortgage Loan was modified to reduce the prepayment period to
        no
        more than three years from the date of the Mortgage Note and the borrower
        was
        notified in writing of such reduction in prepayment period, and (v) such
        prepayment penalty shall not be imposed in any instance where the mortgage
        debt
        is accelerated or paid off in connection with the workout of a delinquent
        Group
        I Mortgage Loan due to the borrower’s default notwithstanding that the terms of
        the Group I Mortgage Loan or state or federal law might permit the imposition
        of
        such penalty;

       

      (xl) No
        Mortgage Loan is subject to the Home Ownership and Equity Protection Act
        of 1994
        or any comparable law and no Mortgage Loan is classified and/or defined as
“high
        cost”, “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 federal, state or local law (or a similarly classified loan using
        different terminology under a law imposing heightened regulatory scrutiny
        or
        additional legal liability for residential mortgage loans having high interest
        rates, points and/or fees);

       

      (xli) There
        is
        no Mortgage Loan that was originated or modified on or after October 1, 2002
        and
        before March 7, 2003, which is secured by property located in the State of
        Georgia. There is no such Mortgage Loan underlying the Certificate that was
        originated on or after March 7, 2003, which is a “high cost home loan” as
        defined under the Georgia Fair Lending Act;

       

      (xlii) With
        respect to any Mortgage Loan that is secured by a second lien on the related
        Mortgaged Property, either (i) no consent for the Mortgage Loan is required
        by
        the holder of any related senior lien or (ii) such consent has been obtained
        and
        is contained in the Mortgage File;

       

      (xliii) With
        respect to a Mortgage Loan which is a second lien, as of the date hereof,
        the
        Seller has not received a notice of default of a senior lien on the related
        Mortgaged Property which has not been cured;

       

      (xliv) There
        is
        no Mortgage Loan that (a) is secured by property located in the State of
        Kentucky; (b) was originated on or after June 24, 2003, and (c) which is
        a “high
        cost home loan” as defined under Kentucky State Statute KRS 360.100, effective
        as of June 24, 2003;

       

      (xlv) There
        is
        no Mortgage Loan that (a) is secured by property located in the State of
        Arkansas, (b) has a note date on or after July 16, 2003, and (c) which is
        a
“high cost home loan” as defined under the Arkansas Home Loan Protection Act,
        effective as of July 16, 2003;

       

      (xlvi) The
        Servicer for each Group I 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 (i.e., favorable and unfavorable)
        on its borrower credit files to Equifax, Experian, and Trans Union Credit
        Information Company (three of the credit repositories), on a monthly
        basis;

       

      (xlvii) The
        original principal balance of each Group I Mortgage Loan which is secured
        by a
        first or second lien on the related Mortgaged Property is within Freddie
        Mac’s
        dollar amount limits for conforming one-to-four family mortgage loans;


       

      (xlviii) No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
        Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);


       

      (xlix) No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
        Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
        seq.);

       

      (l) No
        Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
        Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
        seq.);

       

      (li) No
        Mortgage Loan originated in the City of Los Angeles is subject to the City
        of
        Los Angeles California Ordinance 175008 as a home loan;

       

      (lii) No
        Mortgage Loan is a “High Cost Home Loan” as defined under the Maine House Bill
        383 L.D. 494, effective as of September 13, 2003;

       

      (liii) No
        Mortgage Loan is a “High Cost” loan as defined under the New York Banking Law
        Section 6L, effective as of April 1, 2003;

       

      (liv) No
        Mortgage Loan is a “home loan” in the state of Nevada; 

       

      (lv) No
        Mortgage Loan is a “Section 10 mortgage loan” as defined in Oklahoma House Bill
        1574;

       

      (lvi) With
        respect to any Group I 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;

       

      (lvii) No
        Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
        terms
        are defined in the then current Standard & Poor’s LEVELS®
        Glossary
        which is now Version 5.7, Appendix E (attached hereto as Exhibit 2)) and
        no
        Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
        is
        governed by the Georgia Fair Lending Act;

       

      (lviii) With
        respect to the Group I Mortgage Loans, the Group I Mortgage Loan’s borrower was
        not encouraged or required to select a mortgage loan product offered by the
        Group I Mortgage Loan’s originator which is a higher cost product designed for
        less creditworthy borrowers, taking into account such facts as, without
        limitation, the Group I Mortgage Loan’s requirements and the borrower’s credit
        history, income, assets and liabilities. For a borrower who seeks financing
        through a Group I Mortgage Loan originator’s higher-priced subprime lending
        channel, the borrower was directed towards or offered the Group I Mortgage
        Loan
        originator’s standard mortgage line if the borrower was able to qualify for one
        of the standard products;

       

      (lix) With
        respect to a Group I Mortgage Loan which is a second lien, (a) such second
        lien
        Group I Mortgage Loan is secured by a one- to four-family residence that
        is the
        principal residence of the Mortgagor, (b) the origination amount for such
        second
        lien Group I Mortgage Loan did not exceed one-half of the one-unit limitation
        set forth by Freddie Mac for first lien mortgage loans, and (c) the original
        principal balance for the first lien plus the original principal balance
        of the
        second lien mortgage loan do not exceed Freddie Mac’s applicable loan limits for
        first lien mortgage loans for properties of the same type as the related
        Mortgaged Property;

       

      (lx) No
        selection procedures were used by the Seller that identified the Mortgage
        Loans
        as being less desirable or valuable than other comparable mortgage loans
        in the
        Seller’s portfolio; 

       

      (lxi) The
        information set forth in the Closing Schedule is true and correct in all
        material respects as of the Cut-Off Date;

       

      (lxii) With
        respect to Group I Mortgage Loans, the methodology used in underwriting the
        extension of credit for each Group I 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 Group I Mortgage Loan’s originator made a reasonable
        determination that at the time of origination the borrower had the ability
        to
        make timely payments on the Mortgage Loan;

       

      (lxiii) With
        respect to Group I Mortgage Loans, no borrower under a Group I Mortgage Loan
        was
        charged “points and fees” in an amount greater than (a) $1,000 or (b) 5% of the
        principal amount of such Group I 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 Lloan, 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;

       

      (lxiv) With
        respect to Group I Mortgage Loans, no Mortgage Loan originated on or after
        January 1, 2005, which is a “high cost home loan” as defined under the Indiana
        Home Loan Practices Act (I.C. 24-9); and

       

      (lxv) With
        respect to any Group I Mortgage Loans that are manufactured housing, upon
        the
        origination of each such Group I Mortgage Loan the manufactured housing unit
        either: (i) will be the principal residence of the borrower or (ii) will
        be
        classified as real property under applicable state law.

       

      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 Seller or
        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. With respect to the representations
        and
        warranties contained herein as to which the Seller has no knowledge, if it
        is
        discovered that the substance of any such representation and warranty was
        inaccurate as of the date such representation and warranty was made or deemed
        to
        be made, and such inaccuracy materially and adversely affects the value of
        the
        related Mortgage Loan or the interest therein of the Purchaser or the
        Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
        knowledge by the Seller with respect to the substance of such representation
        and
        warranty being inaccurate at the time the representation and warranty was
        made,
        the Seller shall take such action described in the following paragraph in
        respect of such Mortgage Loan. Notwithstanding anything to the contrary
        contained herein, any breach of a representation or warranty contained in
        clauses (viii), (xxxviii), (xxxix), (xl), (xli), (xlvi), (xlvii), (lvi),
        (lviii), (lix), (lxii), (lxiii), (lxiv) and/or (lxv) of Section 6 above,
        shall
        be automatically deemed to affect materially and adversely the interests
        of the
        Purchaser or the Purchaser’s assignee, transferee or designee.

       

      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 a Custodian’s
        preliminary exception report, as described in the Custodial Agreements, as
        part
        of any Mortgage File, or of a breach of any of the representations and
        warranties contained in 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, the party discovering such breach
        shall give prompt written notice to the Seller. Within sixty (60) days of
        its
        discovery or its receipt of notice of any such missing documentation that
        was
        not transferred by the Seller as described above, or of materially defective
        documentation, or any such breach of a representation and warranty, 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 cannot cure such defect or breach, the Seller shall, within ninety
        (90) days of its discovery or receipt of notice of any such missing or
        materially defective documentation or of any such breach of a representation
        and
        warranty, 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. 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. 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 transfer to an account designated by the Purchaser
        of the amount of the Purchase Price in accordance with Section 2.03 of the
        Pooling and Servicing Agreement. Any repurchase required by this Section
        shall
        be made in a manner consistent with Section 2.03 of the Pooling and Servicing
        Agreement.

       

      (b) If
        the
        representation made by the Seller in Section 5(xii) is breached, the Seller
        shall not have the right or obligation to cure, substitute or repurchase
        the
        affected Mortgage Loan but shall remit to the Servicer for deposit in the
        Collection Account, prior to the next succeeding Servicer Remittance Date,
        the
        amount of the Prepayment Charge indicated on the applicable part of the Closing
        Schedule to be due from the Mortgagor in the circumstances less any amount
        collected and remitted to the Servicer for deposit into the Collection
        Account.

       

      (c) It
        is
        understood and agreed that the obligations of the Seller set forth in this
        Section 7 to cure or repurchase a defective Mortgage Loan (and to make payments
        pursuant to Section 7(b)) constitute the sole remedies of the Purchaser against
        the Seller respecting a missing document or a breach of the representations
        and
        warranties contained in Section 5(xii) 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 and the Pooling and Servicing 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.

       

       

      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) An
        Officers’ Certificate of the Seller, dated the Closing Date, upon which the
        Purchaser and DBSI may rely with respect to certain facts regarding the sale
        of
        the Mortgage Loans by the Seller to the Purchaser;

       

      (b) An
        Opinion of Counsel of the Seller, dated the Closing Date and addressed to
        the
        Purchaser and DBSI;

       

      (c) Such
        opinions of counsel as the Rating Agencies or the Trustee 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

       

      (d) Such
        further information, certificates, opinions and documents as the Purchaser
        or
        DBSI 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, fees for title policy endorsements and
        continuations, the fees and expenses of the Seller’s accountants and attorneys,
        the costs and expenses incurred in connection with producing the Servicer’s loan
        loss, foreclosure and delinquency experience, and the costs and expenses
        incurred in connection with obtaining the documents referred to in Sections
        9(a), 9(b) and 9(c), the costs and expenses of printing (or otherwise
        reproducing) and delivering this Agreement, the Pooling and Servicing Agreement,
        the Certificates, the prospectus and prospectus supplement, and any private
        placement memorandum relating to the Certificates and other related documents,
        the initial fees, costs and expenses of the Trustee, the fees and expenses
        of
        the Purchaser’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
        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. Servicing.  The
        Mortgage Loans will be master serviced by the Master Servicer under the Pooling
        and Servicing Agreement and serviced by the Servicer, on behalf of the Trust,
        and the Seller has represented to the Purchaser that such Mortgage Loans
        are not
        subject to any other servicing agreements with third parties.  It is
        understood and agreed between the Seller and the Purchaser that the Mortgage
        Loans are to be delivered free and clear of any servicing
        agreements.  Neither the Purchaser nor any affiliate of the Purchaser
        is servicing the Mortgage Loans under any such servicing agreement and,
        accordingly, neither the Purchaser nor any affiliate of the Purchaser is
        entitled to receive any fee for releasing the Mortgage Loans from any such
        servicing agreement.  The Seller shall arrange for the orderly
        transfer, of such servicing to the Servicer.  For so long as the
        Master Servicer master services the Mortgage Loans and the Servicer services
        the
        Mortgage Loans, the Master Servicer shall be entitled to the Master Servicing
        Fee and the Servicer shall be entitled to the Servicing Fee and such other
        payments as provided for under the terms of the Pooling and Servicing
        Agreement.

       

      SECTION
        12. Mandatory
        Delivery; Grant of Security Interest.  The
        sale and delivery on the Closing Date of the Mortgage Loans described on
        the
        Closing 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.  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 12 shall be deemed to have been
        released.

       

      SECTION
        13. 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 fax and, receipt of which
        is
        confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
        6525
        Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211, fax: (704)
        365-1362, Attention: Doris Hearn, or such other address as may hereafter
        be
        furnished to the Seller  in writing by the Purchaser; and if to the
        Seller, addressed to the Seller at 60 Wall Street, New York, New York 10005,
        fax: (212) 250-2740, Attention:  Michael Commaroto, or to such other
        address as the Seller may designate in writing to the Purchaser.

       

      SECTION
        14. Severability
        of Provisions.  Any
        part, provision, representation or warranty of this Agreement that is prohibited
        or that 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 that 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
        15. Agreement
        of Parties.  The
        Seller and the Purchaser each 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
        16. 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
        17. 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
        (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW
        YORK.  THE
        PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
        GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

       

      SECTION
        18. 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.

       

      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 by the secured party” for purposes of perfecting the security
        interest pursuant to Section 9-305 of 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. Any
        assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
        shall also be deemed to be an assignment of any security interest created
        hereby. 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
        19. Third
        Party Beneficiary.  The
        parties hereto acknowledge and agree that DBSI and each of its respective
        successors and assigns shall have all the rights of a third-party beneficiary
        in
        respect of Section 12 of this Agreement and shall be entitled to rely upon
        and
        directly enforce the provisions of Section 12 of this Agreement.

      

        

      

      
        
          


          * Please
            contact the Mortgage Loan Seller for this
            information.

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
        be
        signed by their respective officers thereunto duly authorized as of the date
        first above written.

       

      

        
          	 	DB
                  STRUCTURED PRODUCTS, INC.
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        

          
            	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

          

            
              	 	ACE
                      SECURITIES CORP.
	 	 	 
	 	
                      By:

                    	 
	 	
                      Name:

                    	 
	 	
                      Title:

                    	 


            

            

              
                	 	 	 
	 	
                        By:

                      	 
	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

              

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

EXHIBIT
                1

            

          

        

      

       

      Loan
        #:
        ________ 

      Borrower:
        ________   

       

      LOST
        NOTE
        AFFIDAVIT

       

      I,
        as
        _____________________ of ____________________, a _______________ 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
        ____________________ (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 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 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. Seller represents and warrants that is has the authority to perform
        its
        obligations under this Affidavit of Lost Note.

       

      Executed
        this _ day of _______, 200_.

       

      

        
          	 	 	 
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

        
 

      

      On
        this
        __ day of ______, 200_, before me appeared ______________________ to me
        personally known, who being duly sworn did say that he is the
        _______________________ of ____________________, a ______________________
        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 entity.

       

      Signature:

       

      [Seal]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        2

      


      APPENDIX
        E - Standard & Poor’s Predatory Lending Categories

       

      
         

        Standard
          & Poor’s has categorized loans governed by anti-predatory lending laws in
          the Jurisdictions listed below into three categories based upon a combination
          of
          factors that include (a) the risk exposure associated with the assignee
          liability and (b) the tests and thresholds set forth in those laws. Note
          that
          certain loans classified by the relevant statute as Covered are included
          in
          Standard & Poor’s High Cost Loan Category because they included thresholds
          and tests that are typical of what is generally considered High Cost by
          the
          industry. 

         

        Standard
          & Poor’s High Cost Loan Categorization 

         

        
          	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  Arkansas

                	
                  Home
                    Loan Protection Act, Ark. 

                  Code
                    Ann. §§ 23-53-101 et
                    seq.

                  Effective
                    July 16, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Cleveland
                    Heights, OH

                	
                  Ordinance
                    No. 72-2003 (PSH), Mun. Code §§ 757.01 et
                    seq.

                  Effective
                    June 2, 2003

                	
                  Covered
                    Loan

                
	
                  Colorado

                	
                  Consumer
                    Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et
                    seq.

                  Effective
                    for covered loans offered or entered into on or after January
                    1, 2003.
                    Other provisions of the Act took effect on June 7, 2002

                	
                  Covered
                    Loan

                
	
                  Connecticut

                	
                  Connecticut
                    Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§36a-746
                    et
                    seq.

                  Effective
                    October 1, 2001

                	
                  High
                    Cost Home Loan

                
	
                  District
                    of Columbia

                	
                  Home
                    Loan Protection Act, D.C. Code §§ 26-1151.01 et
                    seq.
                    

                  Effective
                    for loans closed on or after January 28, 2003

                	
                  Covered
                    Loan

                
	
                  Florida

                	
                  Fair
                    Lending Act, Fla. Stat. Ann. §§ 494.0078 et
                    seq.
                    

                  Effective
                    October 2, 2002

                	
                  High
                    Cost Home Loan 

                
	
                  Georgia
                    (Oct.
                    1, 2002 - Mar. 6, 2003)

                	
                  Fair
                    Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                    seq.

                  Effective
                    October 1, 2002 - March 6, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Georgia
                    as amended (Mar. 7, 2003 - current)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                    seq.

                  Effective
                    for loans closed on or after March 7, 2003

                	
                  High
                    Cost Home Loan

                
	
                  HOEPA
                    Section 32

                	
                  Home
                    Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                    §§ 226.32 and 226.34

                  Effective
                    October 1, 1995, amendments October 1, 2002

                	
                  High
                    Cost Loan

                
	
                  Illinois

                	
                  High
                    Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et
                    seq.

                  Effective
                    January 1, 2004 (prior to this date, regulations under Residential
                    Mortgage License Act effective from May 14, 2001)

                	
                  High
                    Risk Home Loan

                
	
                  Kansas

                	
                  Consumer
                    Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et
                    seq.

                  Section
                    16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                    16a-3-308a became effective July 1, 1999

                	
                  High
                    Loan to Value Consumer Loan (id. § 16a-3-207) and;

                
	
                  High
                    APR Consumer Loan (id. §16a-3-308a)

                
	
                  Kentucky

                	
                  2003
                    KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat §§360.100
                    et
                    seq.

                  Effective
                    June 24, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Maine

                	
                  Truth
                    in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et
                    seq.

                  Effective
                    September 29, 1995 and as amended from time to time

                	
                  High
                    Rate High Fee Mortgage

                
	
                  Massachusetts

                	
                  Part
                    40 and Part 32, 209 C.M.R. §§ 32.00 et
                    seq.
                    and 209 C.M.R. §§ 40.01 et
                    seq.

                  Effective
                    March 22, 2001 and amended from time to time

                	
                  High
                    Cost Home Loan

                
	
                  Nevada

                	
                  Assembly
                    Bill No. 284, Nev. Rev. Stat §§ 598D.010 et
                    seq.

                  Effective
                    October 1, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et
                    seq.

                  Effective
                    for loans closed on or after November 27, 2003

                	
                  High
                    Cost Home Loan

                
	
                  New
                    Mexico

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                    seq.

                  Effective
                    as of January 1, 2004; Revised as of February 26, 2004

                	
                  High
                    Cost Home Loan

                
	
                  New
                    York

                	
                  N.Y.
                    Banking Law Article 6-1

                  Effective
                    for applications made on or after April 1, 2003

                	
                  High
                    Cost Home Loan

                
	
                  North
                    Carolina

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                    et
                    seq.

                  Effective
                    July 1, 2000; amended October 1, 2003 (adding open-end lines
                    of
                    credit)

                	
                  High
                    Cost Home Loan

                
	
                  Ohio

                	
                  H.B.
                    386 (codified in various sections of the Ohio Code), Ohio Rev.
                    Code Ann.
                    §§ 1349.25 et
                    seq.

                  Effective
                    May 24, 2002

                	
                  Covered
                    Loan

                
	
                  Oklahoma

                	
                  Consumer
                    Credit Code (codified in various sections of Title 14A)

                  Effective
                    July 1, 2000; amended effective January 1, 2004

                	
                  Subsection
                    10 Mortgage

                
	
                  South
                    Carolina

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et
                    seq.

                  Effective
                    for loans taken on or after January 1, 2004

                	
                  High
                    Cost Home Loan

                
	
                  West
                    Virginia

                	
                  West
                    Virginia Residential Mortgage Lender, Broker and Servicer Act,
                    W. Va. Code
                    Ann. §§ 31-17-1 et
                    seq.

                  Effective
                    June 5, 2002

                	
                  West
                    Virginia Mortgage Loan Act Loan

                


        

         

        


        


        Standard
          & Poor’s Covered Loan Categorization 

         

        


        
          	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fain Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                    seq.

                  Effective
                    October 1, 2002 - March 6, 2003

                	
                  Covered
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat §§ 46:10B-22
                    et
                    seq.

                  Effective
                    November 27, 2003 - July 5, 2004

                	
                  Covered
                    Home Loan

                


        

        


        


        


        Standard
          & Poor’s Home Loan Categorization 

         

        


        
          	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fain Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                    seq.

                  Effective
                    October 1, 2002 - March 6, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat §§ 46:10B-22
                    et
                    seq.

                  Effective
                    for loans closed on or after November 27, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Mexico

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                    seq.

                  Effective
                    as of January 1, 2004; Revised as of February 26, 2004

                	
                  Home
                    Loan

                
	
                  North
                    Carolina

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                    et
                    seq.

                  Effective
                    July 1, 2000; amended October 1, 2003 (adding open-end lines
                    of
                    credit)

                	
                  Consumer
                    Home Loan

                
	
                  South
                    Carolina

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et
                    seq.

                  Effective
                    for loans taken on or after January 1, 2004

                	
                  Consumer
                    Home Loan

                


        

        


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      G

    


    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 to the party identified
      as responsible for preparing the Securities Exchange Act Reports pursuant to
      Section 5.06(a)(ii). 

    


    Under
      Item 1 of Form 10-D: a) items marked “monthly statement” are required to be
      included in the periodic Distribution Date statement under Section 5.02,
      provided by the Securities Administrator based on information received from
      the
      Master Servicer; and b) items marked “Form 10-D report” are required to be in
      the Form 10-D report but not the monthly 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

            	
              Servicers

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
              Custodian

            	
              Trustee

            	
              Depositor

            	
              Sponsor

            
	
              10-D

            	
              Must
                be filed within 15 days of the distribution date for the asset-backed
                securities.

            	 	 	 	 
	
              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.

            	 	 	
              X

               

              (monthly
                statement)

            	 	 	 	 
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	 	 	
              X

               

              (monthly
                statement)

            	 	 	 	 
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	 	 	
              X

               

              (monthly
                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.

            	 	 	
              X

               

              (monthly
                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.

            	 	 	
              X

               

              (monthly
                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.

            	 	 	
              X

               

              (monthly
                statement)

            	 	 	 	 
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

            	 	 	
              X

               

              (monthly
                statement)

            	 	 	 	 
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	 	 	
              X

               

              (monthly
                statement)

            	 	 	 	 
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

            	 	 	
              X

               

              (monthly
                statement)

            	 	 	 	 
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	 	 	
              X

               

              (monthly
                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.

            	 	 	
              X

               

              (monthly
                statement)

            	 	 	 	 
	
              (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 remaining term, pool factors and prepayment
                amounts.

            	 	 	
              X

               

              (monthly
                statement)

            	 	 	
              Updated
                pool composition information fields to be as specified by Depositor
                from
                time to time

            	 
	
              (9)
                Delinquency and loss information for the period.

            	
              X

            	
              X

            	
              X

               

              (monthly
                statement)

            	 	 	 	 
	
              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool assets.
                (methodology)

            	
              X

            	
              X

            	 	 	 	 	 
	
              (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.

            	
              X

            	
              X

            	
              X

               

              (monthly
                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.

            	
              X

            	
              X

            	
              X

               

              (monthly
                statement)

            	 	 	 	 
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              X

            	
              X

            	 	 	 	
              X

            	 
	
              (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.

            	 	 	
              X

               

              (monthly
                statement)

            	 	 	 	 
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool,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.

            	
              X

            	
              X

            	
              X

            	 	 	 	
              X

            
	
              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.

            	 	 	 	 	 	
              X

            	
              X

            
	
              Item
                1121(b) - Pre-Funding or Revolving Period Information

               

              Updated
                pool information as required under Item 1121(b).

            	 	 	 	 	 	 	
              X

            
	
              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:

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

            	 	 	 	 	 	 	
              X

            
	
              Depositor

            	 	 	 	 	 	
              X

            	 
	
              Trustee

            	 	 	 	 	
              X

            	 	 
	
              Issuing
                entity

            	 	 	 	 	 	
              X

            	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              X

            	
              X

            	 	 	 	 	 
	
              Securities
                Administrator

            	 	 	
              X

            	 	 	 	 
	
              Originator
                of 20% or more of pool assets as of the Cut-off Date

            	 	 	 	 	 	
              X

            	 
	
              Custodian

            	 	 	 	
              X

            	 	 	 
	
              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.

            	 	 	 	 	 	
              X

            	 
	
              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)

            	 	 	
              X

            	 	
              X

            	 	 
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	 	 	 	 	 	 	 
	
              Information
                from Item 4 of Part II of Form 10-Q

            	 	 	
              X

            	 	
              X

            	 	 
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 	 	 	 	 	 	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	 	 	 	 	 	
              X

            	
              X

            
	
              *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

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 	 	 	 	 	 	 
	
              Determining
                current maximum probable exposure

            	 	 	 	 	 	
              X

            	 
	
              Determining
                current significance percentage

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              *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

            	 	 	
              X

            	 	 	 	 
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	 	 	 	 	 	
              X

            	 
	
              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

            	
              X

            	
              X

            	
              X
                (if Master Servicer is not a party)

            	 	
              X
                (if Master Servicer is not a party)

            	
              X
                (if Master Servicer is not a party)

            	
              X
                (if Master Servicer is not a party)

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

            	
              X

            	
              X

            	
              X
                (if Master Servicer is not a party)

            	 	
              X
                (if Master Servicer is not a party)

            	
              X
                (if Master Servicer is not a party)

            	
              X
                (if Master Servicer is not a party)

            
	
              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.

            	 	 	 	 	 	 	 
	
              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, affiliated Servicer, other
                Servicer
                servicing 20% or more of pool assets at time of report, other material
                servicers, Certificate Administrator, Trustee, significant obligor,
                credit
                enhancer (10% or more), derivatives counterparty,
                Custodian

            	
              X

            	
              X

            	
              X

            	
              X

            	
              X

            	
              X

            	
              X

            
	
              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 monthly statement

            	 	
              X

            	
              X

            	 	 	 	 
	
              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

            	 	
              X

            	
              X

            	 	
              X

            	
              X

            	 
	
              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”

            	 	 	 	 	
              X

            	
              X

            	 
	
              5.06

            	
              Change
                in Shell Company Status

            	 	 	 	 	 	 	 
	
              [Not
                applicable to ABS issuers]

            	 	 	 	 	 	
              X

            	 
	
              6.01

            	
              ABS
                Informational and Computational Material

            	 	 	 	 	 	 	 
	
              [Not
                included in reports to be filed under Section 3.18]

            	 	 	 	 	 	
              X

            	 
	
              6.02

            	
              Change
                of 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. 

            	
              X

            	
              X

            	
              X

            	 	
              X

            	
              X

            	 
	 	
              Reg
                AB disclosure about any new servicer (from entity appointing new
                servicer)
                or trustee (from Depositor) is also required.

            	
              X

            	 	 	 	
              X

            	
              X

            	 
	
              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.
                

            	 	 	
              X

            	 	
              X

            	
              X

            	 
	 	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	 	 	 	 	 	
              X

            	 
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	 	 	
              X

            	 	
              X

            	 	 
	
              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.

            	 	 	 	 	 	
              X

            	
               

            
	
              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.

            	 	 	 	 	 	
              X

            	 
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              X

            	
              X

            	
              X

            	 	
              X

            	
              X

            	
              X

            
	
              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.

            	 	 	 	 	 	
              X

            	 
	
              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 as indicated
                above.

            
	 	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 	 	 	 	 	 	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	 	 	 	 	 	
              X

            	
              X

            
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information

            	 	 	 	 	 	 	 
	
              Determining
                applicable disclosure threshold

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information

            	 	 	 	 	 	 	 
	
              Determining
                current maximum probable exposure

            	 	 	 	 	 	
              X

            	 
	 	 	
              Determining
                current significance percentage

            	 	 	
              X

            	 	 	 	 
	
              Requesting
                required financial information or effecting incorporation by
                reference

            	 	 	
              X

            	 	 	 	 
	
              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:

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

            	 	 	 	 	 	 	
              X

            
	
              Depositor

            	 	 	 	 	 	
              X

            	 
	
              Trustee

            	 	 	 	 	
              X

            	 	 
	
              Issuing
                entity

            	 	 	 	 	 	
              X

            	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              X

            	
              X

            	 	 	 	 	 
	
              Securities
                Administrator

            	 	 	
              X

            	 	 	 	 
	
              Originator
                of 20% or more of pool assets as of the Cut-off Date

            	 	 	 	 	 	
              X

            	
              X

            
	
              Custodian

            	 	 	 	
              X

            	 	 	 
	
              Item
                1119 - Affiliations and relationships between the following entities,
                or
                their respective affiliates, that are material to
                Certificateholders:

            	 	 	 	 	 	 	 
	
              Sponsor
                (Seller)

            	 	 	 	 	 	 	
              X

            
	
              Depositor

            	 	 	 	 	 	
              X

            	 
	
              Trustee

            	 	 	 	 	
              X (with
                respect to 1119(a) affiliations only)

            	 	 
	
              Master
                Servicer, affiliated Servicer, other Servicer servicing 20% or more
                of
                pool assets at time of report, other material servicers

            	
              X

            	
              X

            	 	 	 	 	 
	
              Securities
                Administrator

            	 	 	
              X

            	 	 	 	 
	
              Originator

            	 	 	 	 	 	
              X

            	
              X

            
	
              Custodian

            	 	 	 	
              X (with
                respect to affiliations only)

            	 	 	 
	
              Credit
                Enhancer/Support Provider

            	 	 	 	 	 	
              X

            	
              X

            
	
              Significant
                Obligor

            	 	 	 	 	 	
              X

            	
              X

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              X

            	
              X

            	
              X

            	
              X

            	 	 	 
	
              Item
                1123 - Servicer Compliance Statement

            	
              X

            	
              X

            	 	 	 	 	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      H

    


    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    **SEND
      VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO [_______________] AND VIA OVERNIGHT
      MAIL TO THE ADDRESS IMMEDIATELY BELOW

    


    Wells
      Fargo Bank, N.A. as [Securities Administrator] 

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

    Attn:
      Corporate Trust Services - ACE 2006-ASAP4 - SEC REPORT PROCESSING

    


    ACE
      Securities Corp.

    6525
      Morrison Boulevard, Suite 318, Charlotte

    North
      Carolina 28211

    Attention:
      Juliana Johnson

    Fax:
      (704) 365-1362

    Attn:
      ACE
      2006-ASAP4

    


    RE:
      **Additional Form [10-D][10-K][8-K] Disclosure** Required

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section [__] of the Pooling and Servicing Agreement,
dated
      as of July 1, 2006 (the “Pooling and Servicing Agreement”), among Ace Securities
      Corp., as depositor, Ocwen Loan Servicing, LLC, as servicer, Wells Fargo,
      National Association, as master servicer and as securities administrator, and
      HSBC Bank USA, National Association, as trustee, the undersigned, as
      [_____________________] hereby notifies you that certain events have come to
      our
      attention that [will][may] need to be disclosed on Form
      [10-D][10-K][8-K].

    


    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

    
 

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

    


    


    Any
      inquiries related to this notification should be directed to [______________],
      phone number [__________]; email address [_______________].

    


    


    
      	
              [NAME
                OF PARTY]

              As
                [role]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      I

    


    SWAP
      AGREEMENT

     

    
      
        	
                Deutsche Bank 

                Aktiengesellschaft

              	 	 	
	 	 	 	 
	 	 	 	 


      

       

      
        	
                Date:

              	
                July
                  31, 2006

              
	 	 
	
                To:

              	
                HSBC
                  Bank USA, National Association, not in its individual capacity,
                  but solely
                  as trustee for the supplemental interest trust created pursuant
                  to the
                  Pooling and Servicing Agreement, with respect to the ACE Securities
                  Corp.
                  Home Equity Loan Trust, Series 2006-ASAP4 Asset Backed Pass Through
                  Certificates

              
	 	 
	
                With
                  copy to:

              	
                Wells
                  Fargo Bank, N.A.

              
	 	
                9062
                  Old Annapolis Road

              
	 	
                Columbia,
                  MD 21045

              
	 	
                Attention:
                  Client Manager - Ace 2006-ASAP4

              
	 	
                Tel:
                  410-884-2000

              
	 	
                Fax:
                  410-715-2380

              
	 	 
	
                Our
                  Reference:

              	
                Global
                  No. N496200N

              
	 	 
	
                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 HSBC Bank USA,
        National Association, not individually, but solely as trustee of the
        Supplemental Interest Trust (“Counterparty”) created under the Pooling and
        Servicing Agreement, dated and effective as of July 1,
        2006,
        among Ace Securities Corp., as Depositor, Ocwen Loan Servicing, LLC, as
        Servicer, Wells Fargo Bank, National Association, as Master Servicer and
        Securities Administrator, and HSBC Bank USA, National Association, 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”). Any
        reference to a “Swap Transaction” in the Definitions is deemed to be a reference
        to a “Transaction” for purposes of this Agreement, and any reference to a
“Transaction” in this Agreement is deemed to be a reference to a “Swap
        Transaction” for purposes of the Definitions. 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:	July 21, 2006


        	 	 	 


        	 	Effective Date:	July 31, 2006


      

       

      
        	 	
                Termination
                  Date:

              	
                April
                  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 August 25, 2006, through and
                  including
                  the Termination Date, subject to No Adjustment

              
	 	 	 
	 	
                Fixed
                  Rate Payer Payment Dates:

              	
                Early
                  Payment shall be applicable. Each Fixed Rate Payer Payment Date
                  shall be
                  one Business Day prior to the related Fixed Rate Payer Period End
                  Date.

              
	 	 	 
	 	
                Fixed
                  Rate:

              	
                5.580%

              
	 	 	 
	 	
                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 August 25, 2006, through and
                  including
                  the Termination Date, subject
                  to adjustment in accordance with the Following Business Day
                  Convention.

              
	 	 	 
	 	
                Floating
                  Rate Payer Payment Dates:

              	
                Early
                  Payment shall be applicable. Each Floating Rate Payer Payment Date
                  shall
                  be one Business Day prior to the related Floating Rate Payer Period
                  End
                  Date.

              
	 	 	 
	 	
                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

              
	 	 	 
	 	
                Additional
                  Payment

              	
                On
                  the Effective Date, DBAG will make a payment to Counterparty of
                  USD
                  $973,000.

              
	 	 	 
	 	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:  HSBC
        Bank
        USA, National Association

                        
        452 Fifth Avenue

                        
        New York, NY 10018

                        
        Attention: CTLA - Structured Finance

      (For
        all
        purposes)

      


      
        	 	
                With
                  copy to:

              	
                Wells
                  Fargo Bank, N.A.

                
                  9062
                    Old Annapolis Road

                  Columbia,
                    MD 21045

                  Attention:
                    Client Manager - Ace 2006-ASAP4

                  Tel:
                    410-884-2000

                  Fax:
                    410-715-2380

                

              


      

      


      (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 HSBC
        Bank
        USA, National Association not
        in
        its individual capacity but solely as trustee for the Supplemental Interest
        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 Supplemental Interest Trust is made and intended
        not as personal representations, undertakings and agreements by HSBC Bank
        USA,
        National Association but is made and intended for the purposes of binding
        only
        the Supplement Interest Trust, (iii) nothing herein contained shall be construed
        as creating any liability on the part of HSBC Bank USA, National Association,
        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 HSBC Bank USA, National Association
        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, and (v) the parties hereto acknowledge and
        agree
        that under (a) the Pooling and Servicing Agreement, and (b) this Agreement,
        the
        Securities Administrator may act for Counterparty hereunder, and DBAG hereby
        acknowledges and agrees that it will, unless otherwise directed by the
        Supplemental Interest Trust Trustee or the Securities Administrator, make
        all
        payments hereunder to the account specified below. DBAG shall be entitled
        to
        rely, shall be fully protected in relying, and shall incur no liability from
        relying in good faith, upon any writing, resolution, notice, consent,
        certificate, affidavit, letter, telegram, facsimile or telephone message,
        statement or other document or conversation believed by it to be genuine
        and
        correct and to have been signed, sent or made by the Securities Administrator.
        

      


      (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, the Supplemental
        Interest Trust 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 HSBC Bank USA, National Association is
        acting
        as trustee for the Supplemental Interest 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 Trustee 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, the Master Servicer or the Servicer gives unrescindable
                  notice that it will purchase the Mortgage Loans pursuant to Section
                  10.01
                  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 10 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
        withdrawn or 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 and DBRS, 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
        satisfactory to the Swap Rating Agencies, 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, 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. 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 Ace Securities Corp. (“ACE”) 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, ACE requests from DBAG the
                  applicable
                  financial information described in Item 1115 of Regulation AB (such
                  request to be based on a reasonable determination by ACE, 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 ACE 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 ACE 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 ACE, (b) if
                  applicable,
                  cause its outside accounting firm to provide its consent to filing
                  or
                  incorporation by reference in the Exchange Act Reports of ACE of
                  such
                  accounting firm’s report relating to their audits of such current Swap
                  Financial Disclosure, and (c) provide to ACE 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 ACE in
                  accordance with Part 13(iii)(a) or causes its affiliate to provide
                  Swap
                  Financial Disclosure to ACE in accordance with Part 13(iii)(c),
                  DBAG and
                  such primary obligor will indemnify and hold harmless ACE, its
                  respective
                  directors or officers and any person controlling ACE, 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
                  ACE-2006-ASAP4, 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.
        ACE
        shall be an express third party beneficiary of this Agreement as if a party
        hereto to the extent of ACE’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:

      


      Wells
        Fargo Bank, NA

      ABA
        #
        121000248

      Account
        Name: SAS Clearing

      Account
        #
        3970771416

      FFC
        to:
        50936402, ACE 2006-ASAP4 Supplemental Interest Trust Account

      


      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:

      


      HSBC
        Bank
        USA, National Association, not in its individual capacity, but solely as
        trustee
        for the Supplemental Interest Trust, with respect to the ACE Securities Corp.
        Home Equity Loan Trust, Series 2006-ASAP4 Asset Backed Pass Through
        Certificates.

      


      


      


      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 (USD)

              
	
                Effective
                  Date

              	
                8/25/2006

              	
                -

              
	
                8/25/2006

              	
                9/25/2006

              	
                -

              
	
                9/25/2006

              	
                10/25/2006

              	
                -

              
	
                10/25/2006

              	
                11/25/2006

              	
                -

              
	
                11/25/2006

              	
                12/25/2006

              	
                -

              
	
                12/25/2006

              	
                1/25/2007

              	
                -

              
	
                1/25/2007

              	
                2/25/2007

              	
                504,390,915.46

              
	
                2/25/2007

              	
                3/25/2007

              	
                488,928,897.81

              
	
                3/25/2007

              	
                4/25/2007

              	
                472,217,181.02

              
	
                4/25/2007

              	
                5/25/2007

              	
                454,344,154.17

              
	
                5/25/2007

              	
                6/25/2007

              	
                435,488,827.22

              
	
                6/25/2007

              	
                7/25/2007

              	
                417,296,197.77

              
	
                7/25/2007

              	
                8/25/2007

              	
                399,863,449.40

              
	
                8/25/2007

              	
                9/25/2007

              	
                383,160,371.83

              
	
                9/25/2007

              	
                10/25/2007

              	
                367,156,369.19

              
	
                10/25/2007

              	
                11/25/2007

              	
                351,822,130.54

              
	
                11/25/2007

              	
                12/25/2007

              	
                337,126,461.61

              
	
                12/25/2007

              	
                1/25/2008

              	
                323,046,242.67

              
	
                1/25/2008

              	
                2/25/2008

              	
                309,515,153.73

              
	
                2/25/2008

              	
                3/25/2008

              	
                296,557,612.37

              
	
                3/25/2008

              	
                4/25/2008

              	
                284,141,170.53

              
	
                4/25/2008

              	
                5/25/2008

              	
                271,885,701.81

              
	
                5/25/2008

              	
                6/25/2008

              	
                230,293,654.81

              
	
                6/25/2008

              	
                7/25/2008

              	
                194,396,940.41

              
	
                7/25/2008

              	
                8/25/2008

              	
                164,591,500.47

              
	
                8/25/2008

              	
                9/25/2008

              	
                140,008,255.24

              
	
                9/25/2008

              	
                10/25/2008

              	
                132,801,741.11

              
	
                10/25/2008

              	
                11/25/2008

              	
                126,667,603.22

              
	
                11/25/2008

              	
                12/25/2008

              	
                120,836,591.45

              
	
                12/25/2008

              	
                1/25/2009

              	
                115,277,572.14

              
	
                1/25/2009

              	
                2/25/2009

              	
                109,977,619.69

              
	
                2/25/2009

              	
                3/25/2009

              	
                104,924,529.37

              
	
                3/25/2009

              	
                4/25/2009

              	
                100,106,679.95

              
	
                4/25/2009

              	
                5/25/2009

              	
                95,513,001.89

              
	
                5/25/2009

              	
                6/25/2009

              	
                91,132,968.39

              
	
                6/25/2009

              	
                7/25/2009

              	
                86,957,532.00

              
	
                7/25/2009

              	
                8/25/2009

              	
                82,976,182.09

              
	
                8/25/2009

              	
                9/25/2009

              	
                79,179,638.40

              
	
                9/25/2009

              	
                10/25/2009

              	
                75,559,214.35

              
	
                10/25/2009

              	
                11/25/2009

              	
                72,106,646.28

              
	
                11/25/2009

              	
                12/25/2009

              	
                68,814,063.60

              
	
                12/25/2009

              	
                1/25/2010

              	
                65,673,966.91

              
	
                1/25/2010

              	
                2/25/2010

              	
                62,679,219.92

              
	
                2/25/2010

              	
                3/25/2010

              	
                59,823,004.04

              
	
                3/25/2010

              	
                Termination
                  Date

              	
                57,098,833.41

              


      

      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

    


    CAP
      CONTRACTS

    
       

      
        	
                Deutsche Bank 

                Aktiengesellschaft

              	 	 	
	 	 	 	 
	 	 	 	 


      

       

       

      
        	
                Date:

              	
                July
                  31, 2006

              
	 	 
	
                To:

              	
                HSBC
                  Bank USA, National Association, not in its individual capacity,
                  but solely
                  as trustee with respect to the ACE Securities Corp. Home Equity
                  Loan
                  Trust, Series 2006-ASAP4 Asset Backed Pass Through
                  Certificates

              
	 	 
	
                With
                  copy to:

              	
                Wells
                  Fargo Bank, N.A.

              
	 	
                9062
                  Old Annapolis Road

              
	 	
                Columbia,
                  MD 21045

              
	 	
                Attention:
                  Client Manager - Ace 2006-ASAP4

              
	 	
                Tel:
                  410-884-2000

              
	 	
                Fax:
                  410-715-2380

              
	 	 
	
                Our
                  Reference:

              	
                Global
                  No. N496167N

              
	 	 
	
                Re:

              	
                Interest
                  Rate Cap 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 HSBC Bank USA,
        National Association, not individually, but solely as trustee of the trust
        (“Counterparty”) created under the Pooling and Servicing Agreement, dated and
        effective as of July 1,
        2006,
        among Ace Securities Corp., as Depositor, Ocwen Loan Servicing, LLC, as
        Servicer, Wells Fargo Bank, National Association, as Master Servicer and
        Securities Administrator, and HSBC Bank USA, National Association, 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”). Any reference to a “Swap Transaction” in the
        Definitions is deemed to be a reference to a “Transaction” for purposes of this
        Agreement, and any reference to a “Transaction” in this Agreement is deemed to
        be a reference to a “Swap Transaction” for purposes of the Definitions. 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 lesser of (i) the Notional
                  Amount
                  set forth for such Calculation Period in Schedule I attached hereto
                  and
                  (ii) the aggregate Certificate Principal Balance of the Class A-1,
                  Mezzanine and Class CE Certificates.

              


        	 	 	 


        	 	Trade Date:	 July
                21, 2006


        	 	 	 


        	 	Effective Date:	July 31, 2006


      

       

      
        	 	
                Termination
                  Date:

              	
                January
                  25, 2007, subject to adjustment in accordance with the Following
                  Business
                  Day Convention.

              


      

       

      Fixed
        Amounts:

       

      
        	
                Fixed
                  Rate Payer:

              	
                Counterparty

              
	 	 
	
                Fixed
                  Rate Payer Payment Date:

              	
                July
                  31, 2006

              
	 	 
	 	 
	 	 
	
                Fixed
                  Payment

              	
                On
                  the Effective Date, Counterparty will make a payment to DBAG of
                  USD
                  $14,500 (such payment shall be made by Deutsche Bank Structured
                  Products,
                  Inc on behalf of Counterparty).

              


      

       

      Floating
        Amounts:

      


      
        	
                Floating
                  Rate Payer:

              	
                DBAG

              
	 	 
	
                Cap
                  Rate:

              	
                7.500%

              
	 	 
	
                Floating
                  Rate Payer Period End Dates:

              	
                The
                  25th day of each month, commencing August 25, 2006, through and
                  including
                  the Termination Date, subject
                  to adjustment in accordance with the Following Business Day
                  Convention.

              
	 	 
	
                Floating
                  Rate Payer Payment Dates:

              	
                Early
                  Payment shall be applicable. Each Floating Rate Payer Payment Date
                  shall
                  be one Business Day prior to the related Floating Rate Payer Period
                  End
                  Date.

              
	 	 
	
                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:                
        HSBC
        Bank
        USA, National Association

      452
        Fifth
        Avenue

      New
        York,
        NY 10018

      Attention:
        CTLA - Structured Finance

      (For
        all
        purposes)

      


      
        	 	
                With
                  copy to:

              	
                Wells
                  Fargo Bank, N.A.

                
                  9062
                    Old Annapolis Road

                  Columbia,
                    MD 21045

                  Attention:
                    Client Manager - Ace 2006-ASAP4

                  Tel:
                    410-884-2000

                  Fax:
                    410-715-2380

                

              


      

       

      (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 HSBC
        Bank
        USA, National Association 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 HSBC Bank USA, National Association but is made and intended
        for
        the purposes of binding only the Supplement Interest Trust, (iii) nothing
        herein
        contained shall be construed as creating any liability on the part of HSBC
        Bank
        USA, National Association, 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 HSBC Bank USA,
        National Association 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, and (v)
        the
        parties hereto acknowledge and agree that under (a) the Pooling and Servicing
        Agreement, and (b) this Agreement, the Securities Administrator may act for
        Counterparty hereunder, and DBAG hereby acknowledges and agrees that it will,
        unless otherwise directed by HSBC Bank USA, National Association or the
        Securities Administrator, make all payments hereunder to the account specified
        below. DBAG shall be entitled to rely, shall be fully protected in relying,
        and
        shall incur no liability from relying in good faith, upon any writing,
        resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile
        or telephone message, statement or other document or conversation believed
        by it
        to be genuine and correct and to have been signed, sent or made by the
        Securities Administrator. 

      


      (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.

      


      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 HSBC Bank USA, National Association 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).

              


        	 	 	 


        	 	(iv)	
                If,
                  at any time, the Master Servicer or the Servicer gives unrescindable
                  notice that it will purchase the Mortgage Loans pursuant to Section
                  10.01
                  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
        withdrawn or 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 and DBRS, 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
        satisfactory to the Swap Rating Agencies, 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, 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. 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 Ace Securities Corp. (“ACE”) 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, ACE requests from DBAG the
                  applicable
                  financial information described in Item 1115 of Regulation AB (such
                  request to be based on a reasonable determination by ACE, 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 ACE 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 ACE 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 ACE, (b) if
                  applicable,
                  cause its outside accounting firm to provide its consent to filing
                  or
                  incorporation by reference in the Exchange Act Reports of ACE of
                  such
                  accounting firm’s report relating to their audits of such current Swap
                  Financial Disclosure, and (c) provide to ACE 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 ACE in
                  accordance with Part 13(iii)(a) or causes its affiliate to provide
                  Swap
                  Financial Disclosure to ACE in accordance with Part 13(iii)(c),
                  DBAG and
                  such primary obligor will indemnify and hold harmless ACE, its
                  respective
                  directors or officers and any person controlling ACE, 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
                  ACE-2006-ASAP4, 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.
        ACE
        shall be an express third party beneficiary of this Agreement as if a party
        hereto to the extent of ACE’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.  

      


      16)
        Additional Provisions.
        Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement,
        if Counterparty has satisfied its payment obligations under Section 2(a)(i)
        of
        the ISDA Form Master Agreement, then unless DBAG is required pursuant to
        appropriate proceedings to return to Counterparty or otherwise returns to
        Counterparty upon demand of Counterparty any portion of such payment, (a)
        the
        occurrence of an event described in Section 5(a) of the ISDA Form Master
        Agreement with respect to Counterparty shall not constitute an Event of Default
        or Potential Event of Default with respect to Counterparty as the Defaulting
        Party and (b) DBAG shall be entitled to designate an Early Termination Event
        pursuant to Section 6 of the ISDA Form Master Agreement only as a result
        of a
        Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii)
        of the
        ISDA Form Master Agreement with respect to DBAG as the Affected Party or
        Section
        5(b)(iii) of the ISDA Form Master Agreement with respect to DBAG as the Burdened
        Party. For purposes of the Transaction to which this Agreement relates,
        Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form Master
        Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
        Date.

      


      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:

      


      Wells
        Fargo Bank, NA

      ABA
        #
        121000248

      Account
        Name: SAS Clearing

      Account
        #
        3970771416

      FFC
        to:
        50936401, ACE 2006-ASAP4 Reserve Fund

      


      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:

      


      HSBC
        Bank
        USA, National Association, not in its individual capacity, but solely as
        trustee
        with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
        2006-ASAP4 Asset Backed Pass Through Certificates.

      


      By: ____________________________________

      Name: __________________________________

      Title: ___________________________________

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        I

      


      (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 (USD)

              
	
                Effective
                  Date

              	
                8/25/2006

              	
                367,503,114.45

              
	
                8/25/2006

              	
                9/25/2006

              	
                364,589,113.99

              
	
                9/25/2006

              	
                10/25/2006

              	
                361,040,158.91

              
	
                10/25/2006

              	
                11/25/2006

              	
                356,860,795.80

              
	
                11/25/2006

              	
                12/25/2006

              	
                352,058,912.00

              
	
                12/25/2006

              	
                Termination
                  Date

              	
                346,645,732.61

              


      

      
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
         

        
          	 

                  Deutsche
                    Bank

                  Aktiengesellschaft

                	
                  
                    

                  

                


        

         

         

        
          
            	
                    Date:

                  	
                    July
                      31, 2006

                  
	 	 
	
                    To:

                  	
                    HSBC
                      Bank USA, National Association, not in its individual capacity,
                      but solely
                      as trustee with respect to the ACE Securities Corp. Home Equity
                      Loan
                      Trust, Series 2006-ASAP4 Asset Backed Pass Through
                      Certificates

                  
	 	 
	
                    With
                      copy to:

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	 	
                    9062
                      Old Annapolis Road

                  
	 	
                    Columbia,
                      MD 21045

                  
	 	
                    Attention:
                      Client Manager - Ace 2006-ASAP4

                  
	 	
                    Tel:
                      410-884-2000

                  
	 	
                    Fax:
                      410-715-2380

                  
	 	 
	
                    Our
                      Reference:

                  	
                    Global
                      No. N496158N

                  
	 	 
	
                    Re:

                  	
                    Interest
                      Rate Cap 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 HSBC Bank USA,
          National Association, not individually, but solely as trustee of the trust
          (“Counterparty”) created under the Pooling and Servicing Agreement, dated and
          effective as of July 1,
          2006,
          among Ace Securities Corp., as Depositor, Ocwen Loan Servicing, LLC, as
          Servicer, Wells Fargo Bank, National Association, as Master Servicer and
          Securities Administrator, and HSBC Bank USA, National Association, 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”). Any reference to a “Swap Transaction” in the
          Definitions is deemed to be a reference to a “Transaction” for purposes of this
          Agreement, and any reference to a “Transaction” in this Agreement is deemed to
          be a reference to a “Swap Transaction” for purposes of the Definitions. 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 lesser of (i) the Notional
                      Amount
                      set forth for such Calculation Period in Schedule I attached
                      hereto and
                      (ii) the aggregate Certificate Principal Balance of the Class
                      A-2,
                      Mezzanine and Class CE Certificates.

                  
	 	
                     

                  	
                     

                  
	 	Trade
                    Date: 	
                    July
                      21, 2006

                  
	 	
                     

                  	
                     

                  
	 	
                    
                      Effective
                        Date:

                    

                  	July
                    31,
                    2006
	 	
                     

                  	
                     

                  
	 	
                    Termination
                      Date:

                  	
                    January
                      25, 2007, subject to adjustment in accordance with the Following
                      Business
                      Day Convention.

                  


          

           

        

        Fixed
          Amounts:

        


        


        
          	 	
                  Fixed
                    Rate Payer:

                	
                  Counterparty

                
	 	 	 
	 	
                  Fixed
                    Rate Payer Payment Date:

                	
                  July
                    31, 2006

                
	 	 	 
	 	 	 
	 	 	 
	 	
                  Fixed
                    Payment

                	
                  On
                    the Effective Date, Counterparty will make a payment to DBAG
                    of USD
                    $14,500 (such payment shall be made by Deutsche Bank Structured
                    Products,
                    Inc on behalf of Counterparty).

                


        

        


        


        Floating
          Amounts:

        


        
          	 	
                  Floating
                    Rate Payer:

                	
                  DBAG

                
	 	 	 
	 	
                  Cap
                    Rate:

                	
                  7.500%

                
	 	 	 
	 	
                  Floating
                    Rate Payer Period End Dates:

                	
                  The
                    25th day of each month, commencing August 25, 2006, through and
                    including
                    the Termination Date, subject
                    to adjustment in accordance with the Following Business Day
                    Convention.

                
	 	 	 
	 	
                  Floating
                    Rate Payer Payment Dates:

                	
                  Early
                    Payment shall be applicable. Each Floating Rate Payer Payment
                    Date shall
                    be one Business Day prior to the related Floating Rate Payer
                    Period End
                    Date.

                
	 	 	 
	 	
                  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:

                  	
                    HSBC
                      Bank USA, National Association

                  
	 	
                     

                  	
                    452
                      Fifth Avenue

                  
	 	
                     

                  	
                    New
                      York, NY 10018

                  
	 	
                     

                  	
                    Attention:
                      CTLA - Structured Finance

                  
	 	
                    (For
                      all purposes)

                  	
                     

                  
	 	
                     

                  	
                     

                  
	 	
                    With
                      copy to:

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	 	
                     

                  	
                    9062
                      Old Annapolis Road

                  
	 	
                     

                  	
                    Columbia,
                      MD 21045

                  
	 	
                     

                  	
                    Attention:
                      Client Manager - Ace 2006-ASAP4

                  
	 	
                     

                  	
                    Tel:
                      410-884-2000

                  
	 	
                     

                  	
                    Fax:
                      410-715-2380

                  


          

           

          (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 HSBC
          Bank
          USA, National Association 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 HSBC Bank USA, National Association but is made and intended
          for
          the purposes of binding only the Supplement Interest Trust, (iii) nothing
          herein
          contained shall be construed as creating any liability on the part of HSBC
          Bank
          USA, National Association, 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 HSBC Bank USA,
          National Association 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, and
          (v) the
          parties hereto acknowledge and agree that under (a) the Pooling and Servicing
          Agreement, and (b) this Agreement, the Securities Administrator may act
          for
          Counterparty hereunder, and DBAG hereby acknowledges and agrees that it
          will,
          unless otherwise directed by HSBC Bank USA, National Association or the
          Securities Administrator, make all payments hereunder to the account specified
          below. DBAG shall be entitled to rely, shall be fully protected in relying,
          and
          shall incur no liability from relying in good faith, upon any writing,
          resolution, notice, consent, certificate, affidavit, letter, telegram,
          facsimile
          or telephone message, statement or other document or conversation believed
          by it
          to be genuine and correct and to have been signed, sent or made by the
          Securities Administrator. 

        


        (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.

        


        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 HSBC Bank USA, National Association 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).

         

        (iv)     If,
          at
          any time, the Master Servicer or the Servicer gives unrescindable notice
          that it
          will purchase the Mortgage Loans pursuant to Section 10.01 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
          withdrawn or 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 and DBRS, 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
          satisfactory to the Swap Rating Agencies, 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, 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. 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 Ace Securities Corp. (“ACE”) 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, ACE requests from DBAG the applicable financial
          information described in Item 1115 of Regulation AB (such request to be
          based on
          a reasonable determination by ACE, 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 ACE 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 ACE 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 ACE, (b) if applicable, cause
          its
          outside accounting firm to provide its consent to filing or incorporation
          by
          reference in the Exchange Act Reports of ACE of such accounting firm’s report
          relating to their audits of such current Swap Financial Disclosure, and
          (c)
          provide to ACE 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 ACE in accordance with
          Part
          13(iii)(a) or causes its affiliate to provide Swap Financial Disclosure
          to ACE
          in accordance with Part 13(iii)(c), DBAG and such primary obligor will
          indemnify
          and hold harmless ACE, its respective directors or officers and any person
          controlling ACE, 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 ACE-2006-ASAP4, 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.
          ACE
          shall be an express third party beneficiary of this Agreement as if a party
          hereto to the extent of ACE’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.  

        


        16)
          Additional Provisions.
          Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement,
          if Counterparty has satisfied its payment obligations under Section 2(a)(i)
          of
          the ISDA Form Master Agreement, then unless DBAG is required pursuant to
          appropriate proceedings to return to Counterparty or otherwise returns
          to
          Counterparty upon demand of Counterparty any portion of such payment, (a)
          the
          occurrence of an event described in Section 5(a) of the ISDA Form Master
          Agreement with respect to Counterparty shall not constitute an Event of
          Default
          or Potential Event of Default with respect to Counterparty as the Defaulting
          Party and (b) DBAG shall be entitled to designate an Early Termination
          Event
          pursuant to Section 6 of the ISDA Form Master Agreement only as a result
          of a
          Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii)
          of the
          ISDA Form Master Agreement with respect to DBAG as the Affected Party or
          Section
          5(b)(iii) of the ISDA Form Master Agreement with respect to DBAG as the
          Burdened
          Party. For purposes of the Transaction to which this Agreement relates,
          Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form Master
          Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
          Date.

        


        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:

        


        Wells
          Fargo Bank, NA

        ABA
          #
          121000248

        Account
          Name: SAS Clearing

        Account
          #
          3970771416

        FFC
          to:
          50936401, ACE 2006-ASAP4 Reserve Fund

        


        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:

        


        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          trustee
          with respect to the ACE Securities Corp. Home Equity Loan Trust, Series
          2006-ASAP4 Asset Backed Pass Through Certificates.

        


         

        By: ____________________________________

        Name: __________________________________

        Title: ___________________________________

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

        


        (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 (USD)

                
	
                  Effective
                    Date

                	
                  8/25/2006

                	
                  200,051,306.19

                
	
                  8/25/2006

                	
                  9/25/2006

                	
                  198,474,210.18

                
	
                  9/25/2006

                	
                  10/25/2006

                	
                  196,550,109.64

                
	
                  10/25/2006

                	
                  11/25/2006

                	
                  194,281,410.59

                
	
                  11/25/2006

                	
                  12/25/2006

                	
                  191,672,311.45

                
	
                  12/25/2006

                	
                  Termination
                    Date

                	
                  188,728,830.20

                


        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

    


    MORTGAGE
      LOAN SCHEDULE

    


    [PROVIDED
      UPON REQUEST]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

    


    PREPAYMENT
      CHARGE SCHEDULE

    


    [PROVIDED
      UPON REQUEST]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3

    


    [RESERVED]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      4

    


    STANDARD
      FILE LAYOUT- DELINQUENCY REPORTING

    


    


    Exhibit: Standard
      File Layout - Delinquency Reporting

    


    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                Client Number

            	 	 
	
              SERV_INVESTOR_NBR

            	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                Name of the Borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                Name and Number of Property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	
              Loan
                Type (i.e. FHA, VA, Conv)

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

            	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	
               

            
	
              POST_PETITION_DUE_DATE

            	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
                Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
                and/or a Motion For Relief Was Granted. 

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	
              The
                Type Of Loss Mitigation Approved For A Loan Such As;

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	
              The
                Date The Loss Mitigation /Plan Is Scheduled To End/Close

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	
              Notice
                of 1st legal filed by an Attorney in a Foreclosure Action

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	
              The
                date by which a foreclosure sale is expected to occur.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	
              The
                date an REO property is listed at a particular price.

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

            	
              The
                date the REO sale of the property is scheduled to close.

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	
               The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

            	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

            	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	
              Date
                Claim Was Settled and The Check Was Issued By The Pool
                Insurer

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting

     

    The
      Loss
      Mit Type
      field
      should show the approved Loss Mitigation Code as follows: 

    
      	
              ·  ASUM-

            	
              Approved
                Assumption

            
	
              ·  BAP-

            	
              Borrower
                Assistance Program

            
	
              ·  CO-

            	
              Charge
                Off

            
	
              ·  DIL-

            	
              Deed-in-Lieu

            
	
              ·  FFA-

            	
              Formal
                Forbearance Agreement

            
	
              ·  MOD-

            	
              Loan
                Modification

            
	
              ·  PRE-

            	
              Pre-Sale

            
	
              ·  SS-

            	
              Short
                Sale

            
	
              ·  MISC-

            	
              Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

    NOTE:
      Wells Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards. If Loss Mitigation
      Types other than those above are used, the Servicer must supply Wells Fargo
      Bank
      with a description of each of the Loss Mitigation Types prior to sending the
      file.

     

    The
      Occupant
      Code
      field should show the current status of the property code as
      follows:

    
      	
              ·  Mortgagor

            
	
              ·  Tenant

            
	
              ·  Unknown
                

            
	
              ·  Vacant

            


    

     

    The
      Property
      Condition
      field should show the last reported condition of the property as follows:


    
      	
              ·  Damaged

            
	
              ·  Excellent

            
	
              ·  Fair

            
	
              ·  Gone

            
	
              ·  Good

            
	
              ·  Poor

            
	
              ·  Special
                Hazard

            
	
              ·  Unknown

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Reason Code
      field should show the Reason for Delinquency as follows: 

     

    


    
      	
              Delinquency
                Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Status Code
      field should show the Status of Default as follows: 

     

    


    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      : Calculation
      of Realized Loss/Gain Form 332- Instruction Sheet

    NOTE:
      Do not net or combine items. Show all expenses individually and all credits
      as
      separate line items. Claim packages are due on the remittance report date.
      Late
      submissions may result in claims not being passed until the following month.
      The
      Servicer is responsible to remit all funds pending loss approval and /or
      resolution of any disputed items. 

    1.  

     

    2.    
        The
      numbers on the 332 form correspond with the numbers listed below.

     

    Liquidation
      and Acquisition Expenses:

    
      	
              1.

            	
              The
                Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                an Amortization Schedule from date of default through liquidation
                breaking
                out the net interest and servicing fees advanced is
                required.

            
	 	 
	
              2.

            	
              The
                Total Interest Due less the aggregate amount of servicing fee that
                would
                have been earned if all delinquent payments had been made as agreed.
                For
                documentation, an Amortization Schedule from date of default through
                liquidation breaking out the net interest and servicing fees advanced
                is
                required.

            
	 	 
	
              3.
                

            	
              Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage
                Loan as calculated on a monthly basis. For documentation, an Amortization
                Schedule from date of default through liquidation breaking out the
                net
                interest and servicing fees advanced is required.

            
	 	 
	
              4-12.

            	
              Complete
                as applicable. Required documentation:

            
	 	 


    

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period

     

     
of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history 

     

    (to
      calculate advances from last positive escrow balance forward)

     

    *
      Other
      expenses -  copies of corporate advance history showing all payments


     

    *
      REO
      repairs > $1500 require explanation

     

    *
      REO
      repairs >$3000 require evidence of at least 2 bids.

     

    *
      Short
      Sale or Charge Off require P&L supporting the decision and
      WFB’s approved Officer Certificate 

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    13.       
       The
      total
      of lines 1 through 12.

     

    3. 
 Credits:
      

     

    14-21.   
       Complete
      as applicable. Required documentation:

     

    *
      Copy of
      the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions
      and Escrow
      Agent / Attorney

     

    Letter
      of Proceeds Breakdown.

     

    *
      Copy of
      EOB for any MI or gov't guarantee 

     

    *
      All
      other credits need to be clearly defined on the 332
      form      
     

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

    Please
      Note: For
      HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
      Part
      B/Supplemental proceeds.

     

    Total
      Realized Loss (or Amount of Any Gain)

     

    23.       
       The
      total
      derived from subtracting line 22 from 13. If the amount represents a realized
      gain, show
      the
      amount in parenthesis ( ). 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      3A: Calculation
      of Realized Loss/Gain Form 332

    


     

    
      	
              Prepared
                by: __________________

            	
              Date:
                _______________

            
	 	 
	
              Phone:
                ______________________ 

            	
              Email
                Address:_____________________

            


    

     

    
      	
              Servicer
                Loan No.

            	 	
              Servicer
                Name

            	 	
              Servicer
                Address 

               

            


    

     

    WELLS
      FARGO BANK, N.A. Loan No._____________________________

     

    Borrower's
      Name: _________________________________________________________

    Property
      Address: _________________________________________________________

     

    Liquidation
      Type:     REO
      Sale  
      3rd
      Party Sale  Short
      Sale     Charge
      Off 

     

    Was
      this loan granted a Bankruptcy deficiency or cramdown  Yes      No

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

     

    Liquidation
      and Acquisition Expenses:

    
      
        	
                 

              	
                (1)

              	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	
                $
                  ______________

              	
                (1)

              
	
                 

              	
                (2)

              	
                Interest
                  accrued at Net Rate

              	
                ________________

              	
                (2)

              
	
                 

              	
                (3)

              	
                Accrued
                  Servicing Fees

              	
                ________________

              	
                (3)

              
	
                 

              	
                (4)

              	
                Attorney's
                  Fees

              	
                ________________

              	
                (4)

              
	
                 

              	
                (5)

              	
                Taxes

              	
                ________________

              	
                (5)

              
	
                 

              	
                (6)

              	
                Property
                  Maintenance

              	
                ________________

              	
                (6)

              
	
                 

              	
                (7)

              	
                MI/Hazard
                  Insurance Premiums

              	
                ________________

              	
                (7)

              
	
                 

              	
                (8)

              	
                Utility
                  Expenses

              	
                ________________

              	
                (8)

              
	
                 

              	
                (9)

              	
                Appraisal/BPO

              	
                ________________

              	
                (9)

              
	
                 

              	
                (10)

              	
                Property
                  Inspections

              	
                ________________

              	
                (10)

              
	
                 

              	
                (11)

              	
                FC
                  Costs/Other Legal Expenses

              	
                ________________

              	
                (11)

              
	
                 

              	
                (12)

              	
                Other
                  (itemize)

              	
                $________________

              	
                (12)

              
	
                 

              	
                Cash
                  for Keys__________________________

              	
                 

              	
                ________________

              	
                 

              
	
                 

              	
                HOA/Condo
                  Fees_______________________

              	
                 

              	
                ________________

              	
                 

              
	
                 

              	
                ______________________________________

              	
                 

              	
                ________________

              	
                 

              
	
                 

              	
                ______________________________________

              	
                 

              	
                ________________

              	
                 

              
	
                 

              	
                Total
                  Expenses

              	
                 

              	
                $
                  _______________

              	
                (13)

              
	
                 

              	
                Credits:

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                (14)

              	
                Escrow
                  Balance

              	
                $
                  _______________

              	
                (14)

              
	
                 

              	
                (15)

              	
                HIP
                  Refund

              	
                ________________

              	
                (15)

              
	
                 

              	
                (16)

              	
                Rental
                  Receipts

              	
                ________________

              	
                (16)

              
	
                 

              	
                (17)

              	
                Hazard
                  Loss Proceeds

              	
                ________________

              	
                (17)

              
	
                 

              	
                (18)

              	
                Primary
                  Mortgage Insurance Proceeds

              	
                ________________

              	
                (18)

              
	 	 	 HUD
                Part A	 ________________	 (18a)
	 	 	 HUD
                Part B	
                 ________________

              	 (18b)
	
                 

              	
                (19)

              	
                Pool
                  Insurance Proceeds

              	
                ________________

              	
                (19)

              
	
                 

              	
                (20)

              	
                Proceeds
                  from Sale of Acquired Property

              	
                ________________

              	
                (20)

              
	
                 

              	
                (21)

              	
                Other
                  (itemize)

              	
                ________________

              	
                (21)

              
	
                 

              	
                _________________________________________

              	
                 

              	
                _________________

              	
                 

              
	
                 

              	
                _________________________________________

              	
                 

              	
                _________________

              	
                 

              
	
                 

              	
                Total
                  Credits

              	
                $________________

              	
                
                  (22)

                

              
	
                Total
                  Realized Loss (or Amount of Gain)

              	
                $________________

              	
                
                  (23)

                

              
	
              	
              	
              	
              	
              	
              	
              	
              	
              	
              


         

         

         

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Escrow
      Disbursement Detail

    


    


    
      	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of Coverage

            	
              Total
                Paid

            	
              Base
                Amount

            	
              Penalties

            	
              Interest

            
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    


    SCHEDULE
      5

    


    STANDARD
      FILE LAYOUT- MASTER SERVICING

    


    


    
      	
              Standard
                File Layout - Master Servicing 

            	 	 	 
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              SER_INVESTOR_NBR

            	
              A
                value assigned by the Servicer to define a group of loans.

            	
               

            	
              Text
                up to 10 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the investor.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              BORROWER_NAME

            	
              The
                borrower name as received in the file. It is not separated by first
                and
                last name.

            	
               

            	
              Maximum
                length of 30 (Last, First)

            	
              30

            
	
              SCHED_PAY_AMT

            	
              Scheduled
                monthly principal and scheduled interest payment that a borrower
                is
                expected to pay, P&I constant.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              NET_INT_RATE

            	
              The
                loan gross interest rate less the service fee rate as reported by
                the
                Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_RATE

            	
              The
                servicer's fee rate for a loan as reported by the Servicer.
                

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_AMT

            	
              The
                servicer's fee amount for a loan as reported by the Servicer.
                

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
                new loan payment amount as reported by the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
                new loan rate as reported by the Servicer. 

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ARM_INDEX_RATE

            	
              The
                index the Servicer is using to calculate a forecasted
                rate.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	
              The
                borrower's actual principal balance at the beginning of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

            	
              The
                borrower's actual principal balance at the end of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date at the end of processing cycle that the borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
                curtailment date associated with the first curtailment amount.
                

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_1

            	
              The
                curtailment interest on the first curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
                second curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_2

            	
              The
                curtailment date associated with the second curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_2

            	
              The
                curtailment interest on the second curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
                curtailment date associated with the third curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

            	
              The
                curtailment interest on the third curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

            	
              The
                loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
               

            	
               

            	
               

            	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO 

            	
              2

            
	
              ACTION_CODE

            	
              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            
	
              INT_ADJ_AMT

            	
              The
                amount of the interest adjustment as reported by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
                Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

            	
              The
                amount the Servicer is passing as a loss, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_BEG_PRIN_BAL

            	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to investors.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
                scheduled principal balance due to investors at the end of a processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_AMT

            	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle -- only applicable for Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

            	
              The
                scheduled gross interest amount less the service fee amount for the
                current cycle as reported by the Servicer -- only applicable for
                Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

            	
              The
                actual principal amount collected by the Servicer for the current
                reporting cycle -- only applicable for Actual/Actual
                Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

            	
              The
                actual gross interest amount less the service fee amount for the
                current
                reporting cycle as reported by the Servicer -- only applicable for
                Actual/Actual Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	
              The
                penalty amount received when a borrower prepays on his loan as reported
                by
                the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	
              The
                prepayment penalty amount for the loan waived by the
                servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              MOD_DATE

            	
              The
                Effective Payment Date of the Modification for the loan.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                Modification Type.

            	
               

            	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      6

    


    DATA
      REQUIREMENTS OF SERVICING ADVANCES INCURRED PRIOR TO CUT-OFF DATE

    


    


    
      	
              [LOAN
                NUMBER]

            	
              [PRE-CUT-OFF
                DATE ADVANCE AMOUNT]

            


    

    


    [PROVIDED
      UPON REQUEST]